Not exact matches
Important factors that could cause actual results to differ materially from those reflected in such forward - looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following: 1) our ability to continue to grow our business and execute our growth strategy, including the timing, execution, and profitability
of new and maturing programs; 2) our ability to perform our obligations under our new and maturing commercial, business aircraft, and military development programs, and the related recurring production; 3) our ability to accurately estimate and manage performance, cost, and revenue under our contracts, including our ability to achieve certain cost reductions with respect to the B787 program; 4) margin pressures and the potential for additional forward losses on new and maturing programs; 5) our ability to accommodate, and the cost
of accommodating, announced increases in the build rates
of certain aircraft; 6) the
effect on aircraft demand and build rates
of changing customer preferences for business aircraft, including the
effect of global
economic conditions on the business aircraft market and expanding conflicts or political unrest in the Middle East or Asia; 7) customer cancellations or deferrals as a result
of global
economic uncertainty or otherwise; 8) the
effect of economic conditions in the industries and markets in which we operate in the U.S. and globally and any changes therein, including fluctuations in foreign currency exchange rates; 9) the success and timely execution
of key milestones such as the receipt
of necessary regulatory approvals, including our ability to obtain in a timely fashion any required regulatory or other third party approvals for the consummation
of our announced acquisition
of Asco, and customer adherence to their announced schedules; 10) our ability to successfully negotiate, or re-negotiate, future pricing under our supply
agreements with Boeing and our other customers; 11) our ability to enter into profitable supply arrangements with additional customers; 12) the ability
of all parties to satisfy their performance requirements under existing supply contracts with our two major customers, Boeing and Airbus, and other customers, and the risk
of nonpayment by such customers; 13) any adverse impact on Boeing's and Airbus» production
of aircraft resulting from cancellations, deferrals, or reduced orders by their customers or from labor disputes, domestic or international hostilities, or acts
of terrorism; 14) any adverse impact on the demand for air travel or our operations from the outbreak
of diseases or epidemic or pandemic outbreaks; 15) our ability to avoid or recover from cyber-based or other security attacks, information technology failures, or other disruptions; 16) returns on pension plan assets and the impact
of future discount rate changes on pension obligations; 17) our ability to borrow additional funds or refinance debt, including our ability to obtain the debt to finance the purchase price for our announced acquisition
of Asco on favorable terms or at all; 18) competition from commercial aerospace original equipment manufacturers and other aerostructures suppliers; 19) the
effect of governmental laws, such as U.S. export control laws and U.S. and foreign anti-bribery laws such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and environmental laws and agency regulations, both in the U.S. and abroad; 20) the
effect of changes in tax law, such as the
effect of The Tax Cuts and Jobs Act (the «TCJA») that was enacted on December 22, 2017, and changes to the interpretations
of or guidance related thereto, and the Company's ability to accurately calculate and estimate the
effect of such changes; 21) any reduction in our credit ratings; 22) our dependence on our suppliers, as well as the cost and availability
of raw materials and purchased components; 23) our ability to recruit and retain a critical mass
of highly - skilled employees and our relationships with the unions representing many
of our employees; 24) spending by the U.S. and other governments on defense; 25) the possibility that our cash flows and our credit facility may not be adequate for our additional capital needs or for payment
of interest on, and principal
of, our indebtedness; 26) our exposure under our revolving credit facility to higher interest payments should interest rates increase substantially; 27) the effectiveness
of any interest rate hedging programs; 28) the effectiveness
of our internal control over financial reporting; 29) the outcome or impact
of ongoing or future litigation, claims, and regulatory actions; 30) exposure to potential product liability and warranty claims; 31) our ability to effectively assess, manage and integrate acquisitions that we pursue, including our ability to successfully integrate the Asco business and generate synergies and other cost savings; 32) our ability to consummate our announced acquisition
of Asco in a timely matter while avoiding any unexpected costs, charges, expenses, adverse changes to business relationships and other business disruptions for ourselves and Asco as a result
of the acquisition; 33) our ability to continue selling certain receivables through our supplier financing program; 34) the risks
of doing business internationally, including fluctuations in foreign current exchange rates, impositions
of tariffs or embargoes, compliance with foreign laws, and domestic and foreign government policies; and 35) our ability to complete the proposed accelerated stock repurchase plan, among other things.
Such risks, uncertainties and other factors include, without limitation: (1) the
effect of economic conditions in the industries and markets in which United Technologies and Rockwell Collins operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels
of end market demand in construction and in both the commercial and defense segments
of the aerospace industry, levels
of air travel, financial condition
of commercial airlines, the impact
of weather conditions and natural disasters and the financial condition
of our customers and suppliers; (2) challenges in the development, production, delivery, support, performance and realization
of the anticipated benefits
of advanced technologies and new products and services; (3) the scope, nature, impact or timing
of acquisition and divestiture or restructuring activity, including the pending acquisition
of Rockwell Collins, including among other things integration
of acquired businesses into United Technologies» existing businesses and realization
of synergies and opportunities for growth and innovation; (4) future timing and levels
of indebtedness, including indebtedness expected to be incurred by United Technologies in connection with the pending Rockwell Collins acquisition, and capital spending and research and development spending, including in connection with the pending Rockwell Collins acquisition; (5) future availability
of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope
of future repurchases
of United Technologies» common stock, which may be suspended at any time due to various factors, including market conditions and the level
of other investing activities and uses
of cash, including in connection with the proposed acquisition
of Rockwell; (7) delays and disruption in delivery
of materials and services from suppliers; (8) company and customer - directed cost reduction efforts and restructuring costs and savings and other consequences thereof; (9) new business and investment opportunities; (10) our ability to realize the intended benefits
of organizational changes; (11) the anticipated benefits
of diversification and balance
of operations across product lines, regions and industries; (12) the outcome
of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact
of the negotiation
of collective bargaining
agreements and labor disputes; (15) the
effect of changes in political conditions in the U.S. and other countries in which United Technologies and Rockwell Collins operate, including the
effect of changes in U.S. trade policies or the U.K.'s pending withdrawal from the EU, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the
effect of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act
of 2017), environmental, regulatory (including among other things import / export) and other laws and regulations in the U.S. and other countries in which United Technologies and Rockwell Collins operate; (17) the ability
of United Technologies and Rockwell Collins to receive the required regulatory approvals (and the risk that such approvals may result in the imposition
of conditions that could adversely affect the combined company or the expected benefits
of the merger) and to satisfy the other conditions to the closing
of the pending acquisition on a timely basis or at all; (18) the occurrence
of events that may give rise to a right
of one or both
of United Technologies or Rockwell Collins to terminate the merger
agreement, including in circumstances that might require Rockwell Collins to pay a termination fee
of $ 695 million to United Technologies or $ 50 million
of expense reimbursement; (19) negative
effects of the announcement or the completion
of the merger on the market price
of United Technologies» and / or Rockwell Collins» common stock and / or on their respective financial performance; (20) risks related to Rockwell Collins and United Technologies being restricted in their operation
of their businesses while the merger
agreement is in
effect; (21) risks relating to the value
of the United Technologies» shares to be issued in connection with the pending Rockwell acquisition, significant merger costs and / or unknown liabilities; (22) risks associated with third party contracts containing consent and / or other provisions that may be triggered by the Rockwell merger
agreement; (23) risks associated with merger - related litigation or appraisal proceedings; and (24) the ability
of United Technologies and Rockwell Collins, or the combined company, to retain and hire key personnel.
It may be inevitable that impersonal forces
of technology and changing global
economic circumstances have profound
effects, but it adds insult to injury when governments reach
agreements that further cede control to international tribunals.
Actual results may vary materially from those expressed or implied by forward - looking statements based on a number
of factors, including, without limitation: (1) risks related to the consummation
of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval
of the Merger
Agreement, (c) the parties may fail to secure the termination or expiration
of any waiting period applicable under the HSR Act, (d) other conditions to the consummation
of the Merger under the Merger
Agreement may not be satisfied, (e) all or part
of Arby's financing may not become available, and (f) the significant limitations on remedies contained in the Merger
Agreement may limit or entirely prevent BWW from specifically enforcing Arby's obligations under the Merger
Agreement or recovering damages for any breach by Arby's; (2) the
effects that any termination
of the Merger
Agreement may have on BWW or its business, including the risks that (a) BWW's stock price may decline significantly if the Merger is not completed, (b) the Merger
Agreement may be terminated in circumstances requiring BWW to pay Arby's a termination fee
of $ 74 million, or (c) the circumstances
of the termination, including the possible imposition
of a 12 - month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling
effect on alternatives to the Merger; (3) the
effects that the announcement or pendency
of the Merger may have on BWW and its business, including the risks that as a result (a) BWW's business, operating results or stock price may suffer, (b) BWW's current plans and operations may be disrupted, (c) BWW's ability to retain or recruit key employees may be adversely affected, (d) BWW's business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) BWW's management's or employees» attention may be diverted from other important matters; (4) the
effect of limitations that the Merger
Agreement places on BWW's ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the nature, cost and outcome
of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against BWW and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other
economic, business, competitive, legal, regulatory, and / or tax factors; and (8) other factors described under the heading «Risk Factors» in Part I, Item 1A
of BWW's Annual Report on Form 10 - K for the fiscal year ended December 25, 2016, as updated or supplemented by subsequent reports that BWW has filed or files with the SEC.
«The EU's advice is totally in
agreement with our public position on the same issue, to the
effect that the Buhari administration must refrain from massive deployment
of State violence and use
of dark side
of the laws
of the land as well as levying
of political,
economic, social, ethnic and cultural wars against members
of the Nigeria's Igbo and other Southern nationalities.
To this end, the framers
of the Constitution provided that anytime Government intends to enter into any
agreement with any foreign entity that has
economic or business interest, the
agreement must be subject to prior parliamentary approval or ratification before it can have any legal
effect.
The British government has long argued that international
agreements are the only way to take effective action to tackle climate change, but without the participation
of the world's
economic powerhouses, Kyoto has failed to have the desired
effect.
Such statements reflect the current views
of Barnes & Noble with respect to future events, the outcome
of which is subject to certain risks, including, among others, the general
economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes & Noble's computer systems, telephone systems or supply chain, possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service,
effects of competition, possible risks that inventory in channels
of distribution may be larger than able to be sold, possible risks associated with changes in the strategic direction
of the device business, including possible reduction in sales
of content, accessories and other merchandise and other adverse financial impacts, possible risk that component parts will be rendered obsolete or otherwise not be able to be effectively utilized in devices to be sold, possible risk that financial and operational forecasts and projections are not achieved, possible risk that returns from consumers or channels
of distribution may be greater than estimated, the risk that digital sales growth is less than expectations and the risk that it does not exceed the rate
of investment spend, higher - than - anticipated store closing or relocation costs, higher interest rates, the performance
of Barnes & Noble's online, digital and other initiatives, the success
of Barnes & Noble's strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or
effects, product and component shortages, the potential adverse impact on the Company's businesses resulting from the Company's prior reviews
of strategic alternatives and the potential separation
of the Company's businesses, the risk that the transactions with Microsoft and Pearson do not achieve the expected benefits for the parties or impose costs on the Company in excess
of what the Company anticipates, including the risk that NOOK Media's applications are not commercially successful or that the expected distribution
of those applications is not achieved, risks associated with the international expansion contemplated by the relationship with Microsoft, including that it is not successful or is delayed, the risk that NOOK Media is not able to perform its obligations under the Microsoft and Pearson commercial
agreements and the consequences thereof, risks associated with the restatement contained in, the delayed filing
of, and the material weakness in internal controls described in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, risks associated with the SEC investigation disclosed in the quarterly report on Form 10 - Q for the fiscal quarter ended October 26, 2013, risks associated with the ongoing efforts to rationalize the NOOK business and the expected costs and benefits
of such efforts and associated risks and other factors which may be outside
of Barnes & Noble's control, including those factors discussed in detail in Item 1A, «Risk Factors,» in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, and in Barnes & Noble's other filings made hereafter from time to time with the SEC.
Such statements reflect the current views
of Barnes & Noble with respect to future events, the outcome
of which is subject to certain risks, including, among others, the
effect of the proposed separation
of NOOK Media, the general
economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes & Noble's computer systems, telephone systems or supply chain, possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service,
effects of competition, possible risks that inventory in channels
of distribution may be larger than able to be sold, possible risks associated with changes in the strategic direction
of the device business, including possible reduction in sales
of content, accessories and other merchandise and other adverse financial impacts, possible risk that component parts will be rendered obsolete or otherwise not be able to be effectively utilized in devices to be sold, possible risk that financial and operational forecasts and projections are not achieved, possible risk that returns from consumers or channels
of distribution may be greater than estimated, the risk that digital sales growth is less than expectations and the risk that it does not exceed the rate
of investment spend, higher - than - anticipated store closing or relocation costs, higher interest rates, the performance
of Barnes & Noble's online, digital and other initiatives, the success
of Barnes & Noble's strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or
effects, product and component shortages, risks associated with the commercial
agreement with Samsung, the potential adverse impact on the Company's businesses resulting from the Company's prior reviews
of strategic alternatives and the potential separation
of the Company's businesses (including with respect to the timing
of the completion thereof), the risk that the transactions with Pearson and Samsung do not achieve the expected benefits for the parties or impose costs on the Company in excess
of what the Company anticipates, including the risk that NOOK Media's applications are not commercially successful or that the expected distribution
of those applications is not achieved, risks associated with the international expansion previously undertaken, including any risks associated with a reduction
of international operations following termination
of the Microsoft commercial
agreement, the risk that NOOK Media is not able to perform its obligations under the Pearson and Samsung commercial
agreements and the consequences thereof, the risks associated with the termination
of Microsoft commercial
agreement, including potential customer losses, risks associated with the restatement contained in, the delayed filing
of, and the material weakness in internal controls described in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, risks associated with the SEC investigation disclosed in the quarterly report on Form 10 - Q for the fiscal quarter ended October 26, 2013, risks associated with the ongoing efforts to rationalize the NOOK business and the expected costs and benefits
of such efforts and associated risks and other factors which may be outside
of Barnes & Noble's control, including those factors discussed in detail in Item 1A, «Risk Factors,» in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended May 3, 2014, and in Barnes & Noble's other filings made hereafter from time to time with the SEC.
Such statements reflect the current views
of Barnes & Noble with respect to future events, the outcome
of which is subject to certain risks, including, among others, the general
economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, including store closings, higher - than - anticipated or increasing costs, including with respect to store closings, relocation, occupancy (including in connection with lease renewals) and labor costs, the
effects of competition, the risk
of insufficient access to financing to implement future business initiatives, risks associated with data privacy and information security, risks associated with Barnes & Noble's supply chain, including possible delays and disruptions and increases in shipping rates, various risks associated with the digital business, including the possible loss
of customers, declines in digital content sales, risks and costs associated with ongoing efforts to rationalize the digital business and the digital business not being able to perform its obligations under the Samsung commercial
agreement and the consequences thereof, the risk that financial and operational forecasts and projections are not achieved, the performance
of Barnes & Noble's initiatives including but not limited to its new store concept and e-commerce initiatives, unanticipated adverse litigation results or
effects, potential infringement
of Barnes & Noble's intellectual property by third parties or by Barnes & Noble
of the intellectual property
of third parties, and other factors, including those factors discussed in detail in Item 1A, «Risk Factors,» in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 30, 2016, and in Barnes & Noble's other filings made hereafter from time to time with the SEC.
Net
Effect of Principals
Agreement Comp: An accounting entry with NO
economic impact for Fortress or shareholders (and absent from 2012 onwards).
Welcomes the
agreement achieved by the Ad Hoc Working Group on Further Commitments for Annex I Parties under the Kyoto Protocol on its work pursuant to decisions 1 / CMP.1, 1 / CMP.5 and 1 / CMP.6 in the areas
of land use, land - use change and forestry (decision - / CMP.7), emissions trading and the project - based mechanisms (decision - / CMP.7), greenhouse gases, sectors and source categories, common metrics to calculate the carbon dioxide equivalence
of anthropogenic emissions by sources and removals by sinks, and other methodological issues (decision - / CMP.7) and the consideration
of information on potential environmental,
economic and social consequences, including spillover
effects,
of tools, policies, measures and methodologies available to Annex I Parties (decision - / CMP.7);
Even if the world can manage a comprehensive
agreement to reduce carbon emissions to near - zero levels by 2050, the best estimates suggest that the
economic effect will be to reduce the level
of GDP by a few per cent.
Instead, I will look at the Opinion's
effects on the EU's investment policy and propose a change in the Commission's approach to the negotiation
of international
economic agreements.
Thus, in the case
of covenants protecting an «anchor tenant» in a shopping centre, while there may a strong case for establishing a breach
of Art 101 (1) «by
effect» (if not «by object») the benefits that may be shown from those covenants and the
economic effect of the anchor tenant within Art 101 (3) must be demonstrated by the parties seeking to assert the validity
of the
agreement.
Considering further that s. 32 (1)(c) is one
of the oldest and most important parts
of Canadian public policy in the
economic field, and that it mandates a partial rule
of reason inquiry into the seriousness
of the competitive
effects of the
agreement, Parliament has sufficiently delineated the area
of risk and the terms
of debate to meet the constitutional standard.»
CFTA also more closely matches the terms
of the Canada - European Union Comprehensive
Economic Trade
Agreement (CETA), which began taking
effect in 2017.
In the (highly) unlikely event that that Act (and relevant secondary legislation, such as the Immigration (European
Economic Area) Regulations 2006 (SI 2006/1003)(the EEA Regulations)-RRB- were to be repealed prior to the conclusion
of a withdrawal
agreement, affected individuals would find themselves in the unusual (and probably uncomfortable) position that, despite the fact that, as a matter
of EU law, they continue to enjoy a right
of residence, those rights would be difficult (if not impossible) to enforce in or through the English courts (other than in reliance
of any «direct
effect»
of the relevant EU provisions).
SWALSC propose that the
agreement include ongoing dialogue between a Noongar regional representative entity and the State across a range
of issues
of mutual interest, to give
effect to sustainable social and
economic outcomes which recognise the interrelationship between native title and the government's broader Indigenous policy objectives.