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.
Among the factors that could cause actual results to differ materially are the following: (1) worldwide economic, political, and capital markets conditions and
other factors beyond the Company's control, including natural and
other disasters or climate change affecting the
operations of the Company or its customers and suppliers; (2) the Company's credit ratings and its cost of capital; (3) competitive conditions and customer preferences; (4) foreign currency exchange rates and fluctuations in those rates; (5) the timing and market acceptance of new product offerings; (6) the availability and cost of purchased components, compounds, raw materials and energy (including oil and natural gas and their derivatives) due to shortages, increased demand or supply interruptions (including those caused by natural and
other disasters and
other events); (7) the impact of acquisitions, strategic alliances, divestitures, and
other unusual events resulting
from portfolio management actions and
other evolving
business strategies, and possible organizational restructuring; (8) generating fewer productivity improvements than estimated; (9) unanticipated problems or delays with the phased implementation of a global enterprise resource planning (ERP) system, or security breaches and
other disruptions to the Company's information technology infrastructure; (10) financial market risks that may affect the Company's funding obligations under defined benefit pension and postretirement plans; and (11) legal proceedings, including significant developments that could occur in the legal and regulatory proceedings described in the Company's Annual Report on Form 10 - K for the year ended Dec. 31, 2017, and any subsequent quarterly reports on Form 10 - Q (the «Reports»).
The firm's 2017 edition of its annual cybersecurity report entitled «Cybersecurity Report: Chief Security Officers Reveal True Cost of Breaches And The Actions That Organizations Are Taking,» provides insights based on threat intelligence gathered by Cisco's security experts, combined with input
from nearly 3,000 Chief Security Officers (CSOs) and
other security
operations leaders
from businesses in 13 countries.
For example, the expected timing and likelihood of completion of the proposed merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the
businesses, the occurrence of any event, change or
other circumstances that could give rise to the termination of the merger agreement, the possibility that Kraft shareholders may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time
from ongoing
business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Kraft's common stock, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Kraft and Heinz to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and
businesses generally, problems may arise in successfully integrating the
businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the combined company may be unable to achieve cost - cutting synergies or it may take longer than expected to achieve those synergies, and
other factors.
In addition to factors previously disclosed in Tesla's and SolarCity's reports filed with the U.S. Securities and Exchange Commission (the «SEC») and those identified elsewhere in this document, the following factors, among
others, could cause actual results to differ materially
from forward - looking statements and historical performance: the ability to obtain regulatory approvals and meet
other closing conditions to the transaction, including requisite approval by Tesla and SolarCity stockholders, on a timely basis or at all; delay in closing the transaction; the ultimate outcome and results of integrating the
operations of Tesla and SolarCity and the ultimate ability to realize synergies and
other benefits;
business disruption following the transaction; the availability and access, in general, of funds to meet debt obligations and to fund ongoing
operations and necessary capital expenditures; and the ability to comply with all covenants in the indentures and credit facilities of Tesla and SolarCity, any violation of which, if not cured in a timely manner, could trigger a default of
other obligations under cross-default provisions.
Read the prospectus carefully and pay special attention to: · The company's operating status — If the company has not begun
operations or derives the bulk of revenues and earnings
from sources
other than its primary
business, it is an outright gamble.
In addition, we believe it is useful to exclude interest income and expense,
other income and expense, and provision or benefit
from income taxes, as these items are not components of our core
business operations.
Forward - looking statements may include, among
others, statements concerning our projected adjusted income (loss)
from operations outlook for 2018, on both a consolidated and segment basis; projected total revenue growth and global medical customer growth, each over year end 2017; projected growth beyond 2018; projected medical care and operating expense ratios and medical cost trends; our projected consolidated adjusted tax rate; future financial or operating performance, including our ability to deliver personalized and innovative solutions for our customers and clients; future growth,
business strategy, strategic or operational initiatives; economic, regulatory or competitive environments, particularly with respect to the pace and extent of change in these areas; financing or capital deployment plans and amounts available for future deployment; our prospects for growth in the coming years; the proposed merger (the «Merger») with Express Scripts Holding Company («Express Scripts») and
other statements regarding Cigna's future beliefs, expectations, plans, intentions, financial condition or performance.
«Negative publicity or public opinion resulting
from these matters may increase the risk of reputational harm to our
business, which can impact our ability to keep and attract customers, our ability to attract and retain qualified team members, result in the loss of revenue, or have
other material adverse effects on our results of
operations and financial condition.»
Such risks and uncertainties include, but are not limited to: our ability to achieve our financial, strategic and operational plans or initiatives; our ability to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and
other health care providers; the impact of modifications to our
operations and processes; our ability to identify potential strategic acquisitions or transactions and realize the expected benefits of such transactions, including with respect to the Merger; the substantial level of government regulation over our
business and the potential effects of new laws or regulations or changes in existing laws or regulations; the outcome of litigation, regulatory audits, investigations, actions and / or guaranty fund assessments; uncertainties surrounding participation in government - sponsored programs such as Medicare; the effectiveness and security of our information technology and
other business systems; unfavorable industry, economic or political conditions, including foreign currency movements; acts of war, terrorism, natural disasters or pandemics; our ability to obtain shareholder or regulatory approvals required for the Merger or the requirement to accept conditions that could reduce the anticipated benefits of the Merger as a condition to obtaining regulatory approvals; a longer time than anticipated to consummate the proposed Merger; problems regarding the successful integration of the
businesses of Express Scripts and Cigna; unexpected costs regarding the proposed Merger; diversion of management's attention
from ongoing
business operations and opportunities during the pendency of the Merger; potential litigation associated with the proposed Merger; the ability to retain key personnel; the availability of financing, including relating to the proposed Merger; effects on the
businesses as a result of uncertainty surrounding the proposed Merger; as well as more specific risks and uncertainties discussed in our most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.cigna.com as well as on Express Scripts» most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.express-scripts.com.
Important factors that may affect the Company's
business and
operations and that may cause actual results to differ materially
from those in the forward - looking statements include, but are not limited to, increased competition; the Company's ability to maintain, extend and expand its reputation and brand image; the Company's ability to differentiate its products
from other brands; the consolidation of retail customers; the Company's ability to predict, identify and interpret changes in consumer preferences and demand; the Company's ability to drive revenue growth in its key product categories, increase its market share, or add products; an impairment of the carrying value of goodwill or
other indefinite - lived intangible assets; volatility in commodity, energy and
other input costs; changes in the Company's management team or
other key personnel; the Company's inability to realize the anticipated benefits
from the Company's cost savings initiatives; changes in relationships with significant customers and suppliers; execution of the Company's international expansion strategy; changes in laws and regulations; legal claims or
other regulatory enforcement actions; product recalls or product liability claims; unanticipated
business disruptions; failure to successfully integrate the Company; the Company's ability to complete or realize the benefits
from potential and completed acquisitions, alliances, divestitures or joint ventures; economic and political conditions in the nations in which the Company operates; the volatility of capital markets; increased pension, labor and people - related expenses; volatility in the market value of all or a portion of the derivatives that the Company uses; exchange rate fluctuations; disruptions in information technology networks and systems; the Company's inability to protect intellectual property rights; impacts of natural events in the locations in which the Company or its customers, suppliers or regulators operate; the Company's indebtedness and ability to pay such indebtedness; the Company's dividend payments on its Series A Preferred Stock; tax law changes or interpretations; pricing actions; and
other factors.
This impressive milestone marks a long journey
from a one - man
operation providing small
businesses with consistency in their marketing efforts, to a fully staffed hybrid agency model serving clients large and small in a wide variety of fields, including healthcare, law, software, retail and
other B2B
business, as well as non-profits.
Many factors could cause BlackBerry's actual results, performance or achievements to differ materially
from those expressed or implied by the forward - looking statements, including, without limitation: BlackBerry's ability to enhance its current products and services, or develop new products and services in a timely manner or at competitive prices, including risks related to new product introductions; risks related to BlackBerry's ability to mitigate the impact of the anticipated decline in BlackBerry's infrastructure access fees on its consolidated revenue by developing an integrated services and software offering; intense competition, rapid change and significant strategic alliances within BlackBerry's industry; BlackBerry's reliance on carrier partners and distributors; risks associated with BlackBerry's foreign
operations, including risks related to recent political and economic developments in Venezuela and the impact of foreign currency restrictions; risks relating to network disruptions and
other business interruptions, including costs, potential liabilities, lost revenues and reputational damage associated with service interruptions; risks related to BlackBerry's ability to implement and to realize the anticipated benefits of its CORE program; BlackBerry's ability to maintain or increase its cash balance; security risks; BlackBerry's ability to attract and retain key personnel; risks related to intellectual property rights; BlackBerry's ability to expand and manage BlackBerry (R) World (TM); risks related to the collection, storage, transmission, use and disclosure of confidential and personal information;
Important factors that may affect the Company's
business and
operations and that may cause actual results to differ materially
from those in the forward - looking statements include, but are not limited to, operating in a highly competitive industry; changes in the retail landscape or the loss of key retail customers; the Company's ability to maintain, extend and expand its reputation and brand image; the impacts of the Company's international
operations; the Company's ability to leverage its brand value; the Company's ability to predict, identify and interpret changes in consumer preferences and demand; the Company's ability to drive revenue growth in its key product categories, increase its market share, or add products; an impairment of the carrying value of goodwill or
other indefinite - lived intangible assets; volatility in commodity, energy and
other input costs; changes in the Company's management team or
other key personnel; the Company's ability to realize the anticipated benefits
from its cost savings initiatives; changes in relationships with significant customers and suppliers; the execution of the Company's international expansion strategy; tax law changes or interpretations; legal claims or
other regulatory enforcement actions; product recalls or product liability claims; unanticipated
business disruptions; the Company's ability to complete or realize the benefits
from potential and completed acquisitions, alliances, divestitures or joint ventures; economic and political conditions in the United States and in various
other nations in which we operate; the volatility of capital markets; increased pension, labor and people - related expenses; volatility in the market value of all or a portion of the derivatives we use; exchange rate fluctuations; risks associated with information technology and systems, including service interruptions, misappropriation of data or breaches of security; the Company's ability to protect intellectual property rights; impacts of natural events in the locations in which we or the Company's customers, suppliers or regulators operate; the Company's indebtedness and ability to pay such indebtedness; the Company's ownership structure; the impact of future sales of its common stock in the public markets; the Company's ability to continue to pay a regular dividend; changes in laws and regulations; restatements of the Company's consolidated financial statements; and
other factors.
Important factors that may affect the Company's
business and
operations and that may cause actual results to differ materially
from those in the forward - looking statements include, but are not limited to, increased competition; the Company's ability to maintain, extend and expand its reputation and brand image; the Company's ability to differentiate its products
from other brands; the consolidation of retail customers; the Company's ability to predict, identify and interpret changes in consumer preferences and demand; the Company's ability to drive revenue growth in its key product categories, increase its market share or add products; an impairment of the carrying value of goodwill or
other indefinite - lived intangible assets; volatility in commodity, energy and
other input costs; changes in the Company's management team or
other key personnel; the Company's inability to realize the anticipated benefits
from the Company's cost savings initiatives; changes in relationships with significant customers and suppliers; execution of the Company's international expansion strategy; changes in laws and regulations; legal claims or
other regulatory enforcement actions; product recalls or product liability claims; unanticipated
business disruptions; failure to successfully integrate the
business and
operations of the Company in the expected time frame; the Company's ability to complete or realize the benefits
from potential and completed acquisitions, alliances, divestitures or joint ventures; economic and political conditions in the nations in which the Company operates; the volatility of capital markets; increased pension, labor and people - related expenses; volatility in the market value of all or a portion of the derivatives that the Company uses; exchange rate fluctuations; risks associated with information technology and systems, including service interruptions, misappropriation of data or breaches of security; the Company's inability to protect intellectual property rights; impacts of natural events in the locations in which the Company or its customers, suppliers or regulators operate; the Company's indebtedness and ability to pay such indebtedness; tax law changes or interpretations; and
other factors.
Many factors could cause BlackBerry's actual results, performance or achievements to differ materially
from those expressed or implied by the forward - looking statements, including, without limitation: BlackBerry's ability to enhance its current products and services, or develop new products and services in a timely manner or at competitive prices, including risks related to new product introductions; risks related to BlackBerry's ability to mitigate the impact of the anticipated decline in BlackBerry's infrastructure access fees on its consolidated revenue by developing an integrated services and software offering; intense competition, rapid change and significant strategic alliances within BlackBerry's industry; BlackBerry's reliance on carrier partners and distributors; risks associated with BlackBerry's foreign
operations, including risks related to recent political and economic developments in Venezuela and the impact of foreign currency restrictions; risks relating to network disruptions and
other business interruptions, including costs, potential liabilities, lost revenues and reputational damage associated with service interruptions; risks related to BlackBerry's ability to implement and to realize the anticipated benefits of its CORE program; BlackBerry's ability to maintain or increase its cash balance; security risks; BlackBerry's ability to attract and retain key personnel; risks related to intellectual property rights; BlackBerry's ability to expand and manage BlackBerry ® World ™; risks related to the collection, storage, transmission, use and disclosure of confidential and personal information; BlackBerry's ability to manage inventory and asset risk; BlackBerry's reliance on suppliers of functional components for its products and risks relating to its supply chain; BlackBerry's ability to obtain rights to use software or components supplied by third parties; BlackBerry's ability to successfully maintain and enhance its brand; risks related to government regulations, including regulations relating to encryption technology; BlackBerry's ability to continue to adapt to recent board and management changes and headcount reductions; reliance on strategic alliances with third - party network infrastructure developers, software platform vendors and service platform vendors; BlackBerry's reliance on third - party manufacturers; potential defects and vulnerabilities in BlackBerry's products; risks related to litigation, including litigation claims arising
from BlackBerry's practice of providing forward - looking guidance; potential charges relating to the impairment of intangible assets recorded on BlackBerry's balance sheet; risks as a result of actions of activist shareholders; government regulation of wireless spectrum and radio frequencies; risks related to economic and geopolitical conditions; risks associated with acquisitions; foreign exchange risks; and difficulties in forecasting BlackBerry's financial results given the rapid technological changes, evolving industry standards, intense competition and short product life cycles that characterize the wireless communications industry.
Adjusted EBITDA is defined as net income / (loss)
from continuing
operations before interest expense,
other expense / (income), net, provision for / (benefit
from) income taxes; in addition to these adjustments, the Company excludes, when they occur, the impacts of depreciation and amortization (excluding integration and restructuring expenses)(including amortization of postretirement benefit plans prior service credits), integration and restructuring expenses, merger costs, unrealized losses / (gains) on commodity hedges, impairment losses, losses / (gains) on the sale of a
business, nonmonetary currency devaluation (e.g., remeasurement gains and losses), and equity award compensation expense (excluding integration and restructuring expenses).
These risks and uncertainties include food safety and food - borne illness concerns; litigation; unfavorable publicity; federal, state and local regulation of our
business including health care reform, labor and insurance costs; technology failures; failure to execute a
business continuity plan following a disaster; health concerns including virus outbreaks; the intensely competitive nature of the restaurant industry; factors impacting our ability to drive sales growth; the impact of indebtedness we incurred in the RARE acquisition; our plans to expand our newer brands like Bahama Breeze and Seasons 52; our ability to successfully integrate Eddie V's restaurant
operations; a lack of suitable new restaurant locations; higher - than - anticipated costs to open, close or remodel restaurants; increased advertising and marketing costs; a failure to develop and recruit effective leaders; the price and availability of key food products and utilities; shortages or interruptions in the delivery of food and
other products; volatility in the market value of derivatives; general macroeconomic factors, including unemployment and interest rates; disruptions in the financial markets; risk of doing
business with franchisees and vendors in foreign markets; failure to protect our service marks or
other intellectual property; a possible impairment in the carrying value of our goodwill or
other intangible assets; a failure of our internal controls over financial reporting or changes in accounting standards; and
other factors and uncertainties discussed
from time to time in reports filed by Darden with the Securities and Exchange Commission.
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.
In addition, she has extensive experience counseling
businesses in all aspects of the
business life cycle
from the initial structuring and formation of the
business to financing that
business; hiring employees; corporate governance; day - to - day
operations; negotiating licensing and
other commercial agreements; equity incentive plans; and liquidity events.
In addition to the Company's mining
operations, the Company markets and broker coals
from its
operations and
other coal producers, both as principal and agent, and trade coal and freight - related contracts through trading and
business offices.
Mr. Goff also held various
other positions at ConocoPhillips
from 1981 to 2008, including Managing Director and CEO of Conoco JET Nordic
from 1998 to 2000; Chairman and Managing Director of Conoco Limited, a UK - based refining and marketing affiliate,
from 2000 to 2002; President of ConocoPhillips Europe and Asia Pacific downstream
operations from 2002 to 2004; President of ConocoPhillips U.S. Lower 48 and Latin America exploration and production
business from 2004 to 2006; and President of ConocoPhillips specialty
businesses and
business development
from 2006 to 2008.
(iii) Not permitting any employee, inspector, contractor, or
other personnel to accept payment, gifts, or favors of any kind,
other than prescribed fees,
from any
business inspected: Except, That, a certifying agent that is a not - for - profit organization with an Internal Revenue Code tax exemption or, in the case of a foreign certifying agent, a comparable recognition of not - for - profit status
from its government, may accept voluntary labor
from certified
operations;
* We need recommendations of experts in the
business that can advise us on the sauce making process, the bottling process and any
other practical, basic opertaions; * We need recommendations of experts in food safety (we intend to meet all HACCP requirements — not only to allay fears about products
from Haiti, but because it is the right way to do things); * We need recommendations of reliable, honest equipment vendors who will provide the right equipment — not too much or too little — and collateral expertise in setting up and
operations.
From a single country
operation founded in 1949 in Nigeria, Africa's largest economy, UBA has emerged as a pan-African provider of banking and
other financial services, to c. 10 million customers globally, through one of the most diverse service channels in sub-Sahara Africa; 632
business offices, 1,750 ATMs, some 13,500 PoS, and a robust online and mobile banking platform.
Same idea, same problem: Private interests closely tied to an elected official funding what was essentially a shadow campaign
operation, and millions of dollars
from businesses, unions and
others flowing in, in excess of the limits we impose on direct campaign giving.
However, facing mounting pressure
from agribusiness, retail and
other industries, the FAA is expected to release new policies by 2015 that will enable
businesses to integrate drones into their
operations.
Userplane has a dedicated team for tier - one customer support, in addition to support
from other Userplane groups including development,
operations and
business development.
The Secretary specifically invites advice and recommendations
from State and local education administrators, parents, teachers and teacher organizations, principals,
other school leaders (including charter school leaders), paraprofessionals, members of local boards of education, civil rights and
other organizations representing the interests of students (including historically underserved students), representatives of the
business community, and
other organizations involved with the implementation and
operation of title I programs.
In addition, they successfully pushed for proposals that would enhance union
operations, which would allow it greater access to teacher information (such as demographics, personal contact information, and licensure, among
others) and additional days for union leaders to be released
from their teaching duties to carry out union
business.
Risks and uncertainties include without limitation the effect of competitive and economic factors, and the Company's reaction to those factors, on consumer and
business buying decisions with respect to the Company's products; continued competitive pressures in the marketplace; the ability of the Company to deliver to the marketplace and stimulate customer demand for new programs, products, and technological innovations on a timely basis; the effect that product introductions and transitions, changes in product pricing or mix, and / or increases in component costs could have on the Company's gross margin; the inventory risk associated with the Company's need to order or commit to order product components in advance of customer orders; the continued availability on acceptable terms, or at all, of certain components and services essential to the Company's
business currently obtained by the Company
from sole or limited sources; the effect that the Company's dependency on manufacturing and logistics services provided by third parties may have on the quality, quantity or cost of products manufactured or services rendered; risks associated with the Company's international
operations; the Company's reliance on third - party intellectual property and digital content; the potential impact of a finding that the Company has infringed on the intellectual property rights of
others; the Company's dependency on the performance of distributors, carriers and
other resellers of the Company's products; the effect that product and service quality problems could have on the Company's sales and operating profits; the continued service and availability of key executives and employees; war, terrorism, public health issues, natural disasters, and
other circumstances that could disrupt supply, delivery, or demand of products; and unfavorable results of
other legal proceedings.
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.
For this reason and
others, real estate
businesses use a supplemental measure called «adjusted funds
from operation» (AFFO) instead of net income to provide a better sense of their real dividend payout ratios.
• The following are included in annual income to qualify for an RHS guaranteed loan: − Gross amount of wages, salaries, overtime pay, commissions, fees, tips, bonuses and
other compensation for personal services of all adult members of the household − Net income
from the
operation of a farm,
business or profession, interest, dividends and
other net income of any kind
from real or personal property − Payments
from social security, annuities, insurance policies, pensions, unemployment, workers compensation, alimony and / or child support and
other types of periodic receipts.
Prohibition Against Unlawful Internet Gambling: Federal law, the Unlawful Internet Gambling Enforcement Act of 2006, and implementing regulations prohibit commercial customers
from receiving deposits or
other credits of any kind relating to their
operation of an illegal internet gambling
business.
Worldwide
Operation — There is no getting away
from the fact that HSBC are a huge international
business and as such they have the size to ride out any storms on the banking world, which they have been doing with some level of success over the last few years, they are slowly getting back on track and unless any
other major scandals emerge then it may be plain sailing for HSBC and they should return to profitability over the long term in no time at all.
By enrolling, you also consent to the transfer of your information to countries where our information processing facilities,
business operations and hotels are located, including the United States and
other countries where data protection laws may differ
from those of your home country.
This emphasis on earnings
from operations as reported and on perceptions of growth by analysts and money managers permitted these people to ignore rather completely
other factors that tend to be extremely important in any balanced analysis for which GAAP is useful: e.g., strength of financial positions; understanding the underlying
business; and appraising management not only as operators and stock promoters, but also as investors of corporate assets and financiers of
businesses.
Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection
from computer viruses or
other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt
operations,
business processes, or website access or functionality.
Independents can also learn
from other retailers» experiences, perhaps striving to emulate the personal service of a single - store
business in a growing chain, or finding ways to adapt larger retailers» streamlined practices to a smaller
operation.
Many of our vendors are based in the USA, but when we do seek help
from companies in
other countries, we choose small or family - owned
businesses and often travel to see their
operations in person.
If these
operations are even regulated, which many are not, APHIS or a state agency or law enforcement typically turn a blind eye, dithering over their authority to shut them down, pretending these are somehow legitimate «
businesses» that should be supported, ignoring that these sleazy operators make their money
from animal cruelty and leave communities with unwanted dogs in their shelters, environmental and health hazards
from improperly disposed of carcasses and waste, infestation, and wastewater and
other sewage problems.
What sets us apart
from other dive
operations is that Dive Friends Bonaire can provide you with an orientation briefing at any time and any location during normal
business hours.
A 2017 disclosure by San Francisco reads: «The city is unable to predict whether sea level rise or
other impacts of climate change or flooding
from a major storm will occur, when they may occur, and if any such events occur, whether they will have a material adverse effect on the
business operations or financial condition of the city and the local economy.»
By allowing a land trust or
other entity to purchase conservation restrictions, the farmers are able to extract some equity
from their land and generate capital to sustain their
operations, often inducing a younger generation to take over the
business.
The city council looked at their emissions as a result of fuel for their fleet of cars and trucks and running City of Sydney events (9 % of total), energy emissions
from the likes of street lighting and City owned properties (72 %) and then all
other emissions such as those caused by the City's
operations, including contractors and
business travel - taxis, flights, etc (19 %) For the financial year of 06 - 7 this gave them a total of over 48,500 tonnes of greenhouse gas emissions.
As Jim Middlemiss notes in his column on a recent study
from the International Legal Technology Association: legal
business when compared to
other — maybe all — industries «has been slow to adopt technology that re-engineers fundamental work processes or helps firms analyze data to enhance
operations and provide value - added services.
He advises private and public companies on legal issues ranging
from entity formation,
operations, employee matters, and contract preparation and negotiation to corporate finance and
business combination transactions, including securities offerings, debt and equity financing transactions, mergers, stock / asset acquisitions, and
other corporate partnering transactions.
Acting for food production
businesses, transport operators, manufacturing and engineering
businesses and
other commercial operators in the successful appeals of numerous abatement notices for statutory nuisances arising
from diverse sources including food odours, industrial noise, odours
from waste
operations, dog barking, church bells and fireworks.