Datasets:

FinanceMTEB

/

FinSTS

like 0

Follow

FinanceMTEB 8

The loss of the services of key personnel or the failure to manage our Chief Executive Officer transition could have a material adverse effect on our business.

The loss of the services of key personnel could have a material adverse effect on our business.

Because of the investment we have located in California, a downturn in California’s economy or real estate conditions could adversely affect our business.

Because of the investment we have located in California, a downturn in California’s economy or real estate conditions, including state income tax and property tax laws, could adversely affect our business.

We are subject to income taxes in the U.K., U.S. and many other jurisdictions.

We are, and anticipate we will be, subject to income taxes in the U.K., U.S., Ireland and many other jurisdictions.

Our homebuilding revolving credit facility contains financial covenants requiring the maintenance of a maximum allowable ratio of debt to tangible net worth and a borrowing base restriction if our ratio of debt to tangible net worth exceeds a certain level.

Our homebuilding revolving credit facility contains financial covenants requiring the maintenance of a maximum allowable leverage ratio and a borrowing base restriction if our leverage ratio exceeds a certain level.

Our Yoki, Mountain High, Progresso, Food Should Taste Good, and Green Giant brands have experienced declining business performance, and we will continue to monitor these businesses.

Our Pillsbury, Yoki, and Progresso brands have experienced declining business performance, and we continue to monitor these businesses.

The success of these efforts is not assured and lower levels of productivity could reduce profitability.

The success of these efforts is not assured and targeted savings may not be realized.

Nevertheless, several states where we operate, including Wyoming, have already imposed venting and flaring limitations designed to reduce methane emissions from oil and gas exploration and production activities.

Nevertheless, several states where we operate, including Wyoming and New Mexico, have already imposed, or stated intentions to impose, laws or regulations designed to reduce methane emissions from oil and gas exploration and production activities.

In atopic dermatitis, Pfizer's Eucrisa, a topical ointment, competes with Dupixent and there are several other topical agents in development.

In atopic dermatitis, there are several topical ointments or agents either approved or in development.

There can be no assurance that our efforts to increase selling prices, such as our recently announced plans to increase net selling prices across a majority of our North America consumer products businesses, will be successful.

There can be no assurance that our efforts to increase selling prices in response to increased costs will be successful.

If we are unable to satisfy these or any of the other relevant covenants under the applicable agreement, the lenders could elect to terminate the ABL facility, the term loan facility and/or the accounts receivable securitization facility and require us to repay outstanding borrowings.

If we are unable to satisfy the financial covenant under the ABL facility or the financial tests under the accounts receivable securitization facility or comply with any of the other relevant covenants under the applicable agreement, the lenders could elect to terminate the ABL facility, the term loan facility and/or the accounts receivable securitization facility and require us to repay outstanding borrowings.

A prolonged dispute with the covered employees or any labor unrest, strikes or other business interruptions in connection with labor negotiations or others could have an adverse impact on our operations.

A prolonged dispute with the covered employees or any labor unrest, strikes or other business interruptions in connection with labor negotiations or others could have an adverse impact on our operations, and adverse publicity in the marketplace related to union messaging could further harm our reputation and reduce customer demand for our services.

Volatility and major fluctuations in scrap metal, pig iron, zinc and graphite electrode prices and availability, and our potential inability to pass higher costs on to our customers may constrain operating levels and reduce profit margins.

Volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes, and supplies, and our potential inability to pass higher costs on to our customers, may constrain operating levels and reduce profit margins.

Union contracts at the Company's facilities in Algona, Iowa; Atlanta, Georgia; Austin, Minnesota; and Beloit, Wisconsin will expire during fiscal 2019, covering approximately 2,300 employees.

The union contract at one of the Company's facilities will expire during fiscal 2020, covering less than 200 employees.

In 2018, 49% of the Company’s sales were derived from domestic operations while 51% were derived from international operations.

In 2019, 50% of the Company’s sales were derived from domestic operations while 50% were derived from international operations.

The EU GDPR recently came into force and applies to the processing of personal information collected from individuals located in the EU.

The EU GDPR applies to the processing of personal information collected from individuals located in the EU, creates additional compliance obligations and significantly increases fines for noncompliance.

Goodwill accounts for approximately 50 percent of our total assets.

Goodwill accounts for approximately 46 percent of our total assets.

These agreements provide the VA with the right to terminate the agreements without cause on short notice.

As with that prior agreement, this agreement provides the VA with the right to terminate the agreements without cause on short notice.

The inability to pursue such transactions, if it occurs, may adversely affect our company.

The inability to pursue any such transactions or any reduced flexibility in the management of our capital structure, may adversely affect our business, financial condition and results of operations.

In the ordinary course of business, we are reliant upon adequate long-term and short-term financing to fund our significant capital expenditures, debt service and operating needs.

Our businesses are capital-intensive and, in the ordinary course of business, we are reliant upon adequate long-term and short-term financing to fund our significant capital expenditures, debt service and operating needs.

Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many tax jurisdictions where we have business operations.

Corporate tax reform, base-erosion prevention efforts and tax transparency continue to be high priorities in many tax jurisdictions.

In addition to our own sales force, we offer our products through a variety of third-party dealers, distributors, and resellers.

In addition to our own sales force, we offer our products through a variety of third-party dealers, distributors, and resellers who may also market other products that compete with our products.

In addition, five worldwide distributors of our products accounted for 60.1% of our total net revenue for fiscal year 2018.

In addition, three worldwide distributors of our products accounted for 38.4% of our total net revenue for fiscal year 2019.

See note 11 to our consolidated financial statements.

See note 12 to our consolidated financial statements.

Affecting the Credit Rating Industry and Moody’s Customers May Negatively Impact the Nature and Economics of the Company’s Business.

Affecting the Credit Rating Industry and Moody’s Customers.

We continue to appeal the assessment through the Hungarian Administrative Court.

We filed an appeal with the Hungarian Supreme Court on July 5, 2019.

After closing, AE Supply will continue to provide access to the McElroy's Run CCR Impoundment Facility, which is not being transferred, and FE will provide certain guarantees for retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility.

AE Supply will continue to provide access to the McElroy's Run CCR Impoundment Facility, which was not transferred.

In July 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021.

In July 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021, which could cause market volatility or disruption.

In particular, effective May 25, 2018, the EU’s General Data Protection Regulation (GDPR) has strengthened data protection rules for individuals within the EU and the export of data outside of the EU.

The introduction of the EU’s General Data Protection Regulation (GDPR) in 2018 strengthened privacy rules for individuals within the EU, and greatly increased penalties for non-compliance.

Further, the indentures governing the senior notes allow us to issue additional notes under certain circumstances which will also be guaranteed by the guarantors.

Further, the indentures governing our and our subsidiaries’ notes allow us to issue additional notes incur certain other additional debt and to have subsidiaries that do not guarantee the senior notes and which may incur additional debt, which would be structurally senior to the senior notes.

Maintaining our brand and reputation are important to our ability to recruit and retain employees.

Maintaining our brand and reputation, as well as a diverse and inclusive work environment that enables all our employees to thrive, are important to our ability to recruit and retain employees.

As a result, the Company’s results of operations may be adversely affected by negative developments in the Australian market.

As a result, the Company’s business, results of operations and financial condition may be adversely affected by negative developments in the Australian market, including, for example, recent weakness in the Australian residential real estate market which has led, and may continue to lead, to lower listing volumes at REA Group.

On June 23, 2016, the U.K. voted to exit from the E.U.

On January 31, 2020, the U.K. exited from the E.U.

These administrative fines are discretionary and based, in each case, on a multi-factored approach.

These administrative fines are based on a multi-factored approach.

In addition, the trading prices of the securities of technology companies in general have been highly volatile, and the volatility in market price and trading volume of securities is often unrelated or disproportionate to the financial performance of the companies issuing the securities.

In addition, technology companies in general have highly volatile stock prices, and the volatility in stock price and trading volume of securities is often unrelated or disproportionate to the financial performance of the companies issuing the securities.

Further changes in U.S. trade policy (including new or additional increases in duties or tariffs), additional retaliatory actions by U.S. trade partners, or worsening of economic conditions could have a material adverse effect on the Company's business, results of operations or financial condition.

Further changes in U.S. trade policy (including new or additional increases in duties or tariffs) and additional retaliatory actions by U.S. trade partners could result in a worsening of economic conditions.

During each of fiscal 2018, 2017, and 2016, our largest customer, McDonald’s Corporation and its affiliates, accounted for approximately 11% of our net sales.

Our largest customer, McDonald’s Corporation, accounted for approximately 10% of our consolidated net sales in fiscal 2019, and 11% of our consolidated net sales in both 2018 and 2017.

Approximately 6.5% of our total revenues in 2018, 7.4% of our total revenues in 2017 and 7.2% of our total revenues in 2016 were derived from our international franchise segment, a majority of which were denominated in foreign currencies.

International franchise royalties and fees represented approximately 6.7% of our total revenues in 2019, 6.5% of our total revenues in 2018 and 7.4% of our total revenues in 2017, a majority of which were denominated in foreign currencies.

Despite careful security and controls design, implementation, updating and independent third party verification, our information technology systems, and those of our third party providers, could become subject to employee error or malfeasance, cyber attacks, or natural disasters.

Despite careful security and controls design, implementation, updating and independent third party verification, our information technology systems, and those of our third party providers or joint venture partners, could become subject to employee error or malfeasance, cyber attacks by common hackers, criminal groups or nation-state organizations or social activist (hacktivist) organizations, geopolitical events, natural disasters, failures or impairments of telecommunications networks or other catastrophic events.

Our operations are located in areas that are subject to natural disasters and severe weather conditions such as hurricanes, tornados, earthquakes, snow storms, floods and fires.

Our operations are located in areas that are subject to natural disasters and severe weather conditions such as hurricanes, tornados, earthquakes, snowstorms, floods and fires, and the frequency of these natural disasters and severe weather conditions may increase due to climate change.

Management-established limits (including a corporate wide value-at-risk metric), with robust internal reporting, help to optimize results versus the Company’s strategic plans.

Management-established limits (including a corporate wide value-at-risk metric), with robust internal reporting, help to manage risks in pursuit of driving performance.

In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain.

There are many transactions and calculations where the ultimate tax treatment is uncertain.

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

However, we cannot be certain that the amount of coverage will be adequate to satisfy damages or losses incurred in the event of another wildfire or other natural or manmade disaster, which may lead to a material adverse effect on our properties, operations, and our business, or those of our tenants.

The Company may experience difficulty and unanticipated expenses associated with purchasing and integrating such acquisitions, and the acquisitions may not perform as expected.

From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and integrating acquisitions, and acquisitions do not always perform as expected.

As a result, if vacancies continue for a longer period of time than we expect or indefinitely, we may suffer reduced revenues, which may have a material adverse effect on us.

As a result, if vacancies continue for a longer period of time than we expect or indefinitely, we may suffer reduced revenues, incur additional operating expenses and capital expenditures, and our homes could be substantially impaired, all of which may have a material adverse effect on us.

In 2018, approximately 68 percent of our total sales were generated outside the United States.

In 2019, approximately 65 percent of our total sales were generated outside the United States.

These and other rules to implement the changes have yet to be finalized, and the final timing, scope and impact of these changes to the regulatory framework applicable to financial institutions remain uncertain.

The final timing, scope and impact of these changes to the regulatory framework applicable to financial institutions remains uncertain.

Impairment charges associated with goodwill are generally not tax-deductible and will result in an increased effective income tax rate in the period the impairment is recorded.

Furthermore, impairment charges are generally not tax-deductible and will result in an increased effective income tax rate in the period the impairment is recorded.

While some recent actions have provided some regulatory relief, the general trend has been toward greater regulation.

The general trend has been toward greater regulation of rail transportation over recent years.

We may acquire new businesses (as we did with Trade Secret in fiscal 2016 and STP in fiscal 2013), invest in or enter into joint ventures with other businesses, develop new businesses internally (as with Homesense, our new U.S. home store concept) and divest, close or consolidate businesses.

We may acquire new businesses (as we did with our Australia business in fiscal 2016 and Sierra in fiscal 2013), invest in or enter into joint ventures with other businesses, develop new businesses internally (as with Homesense, our U.S. home store concept launched in fiscal 2018) and divest, close or consolidate businesses.

In addition, other lawsuits, investigations and reports related to the 2017 cybersecurity incident may be filed, commenced or issued.

In addition, other lawsuits and investigations related to the 2017 cybersecurity incident are still outstanding and additional lawsuits or investigations may be filed, commenced or issued.

There can be no assurance that our hedging arrangements will be cost-effective, will provide any particular level of protection against rises in fuel prices or that our counterparties will be able to perform under our hedging arrangements.

There can be no assurance that our hedging arrangements will be cost-effective or that our counterparties will be able to perform under our hedging arrangements.

In addition, other countries, such as France, Germany and Vietnam, have passed restrictions or bans on antibiotic use.

For example, regulations regarding antibiotic usage in animals have been introduced in certain markets, including the U.S., the EU, China, France, Germany, and Vietnam.

On October 4, 2018, we entered into cross-currency swap agreements with six different financial institutions to hedge against the effect of variability in the U.S. dollar to euro exchange rate.

In 2018 and 2019, we entered into cross-currency swap agreements with several financial institutions to hedge against the effect of variability in the U.S. dollar to euro exchange rate.

Mr. Crawford joined Eastman in 1984.

Mr. Crawford joined Eastman in 1984 and held leadership positions of increasing responsibility in both the manufacturing and technology organizations.

If our systems do not achieve and maintain an adequate level of acceptance by people with diabetes, physicians and healthcare payors, we may not generate significant product revenue and we may not become profitable.

If our CGM systems do not achieve and maintain an adequate level of acceptance by people with diabetes, healthcare professionals, including physicians, and third party payors, our future revenue may be reduced and our business may be harmed.

These agreements may not be enforceable in certain jurisdictions in which we operate, and we cannot ensure that we would be successful in defending a challenge by our current or former employees or independent contractors to such agreements.

If these agreements are not enforceable in any of the jurisdictions in which we operate, we cannot ensure that we will own the intellectual property they create or that our proprietary information will not be disclosed.

These newly imposed or threatened U.S. tariffs and retaliatory tariffs could have the effect of increasing the cost of materials for our products, which could result in our products becoming less competitive or generating lower margins.

In any event, high tariffs generally increase the cost of materials for our products, which could result in our products becoming less competitive or generating lower margins.

In the United States, pricing pressures continue on many of the Company’s products and, in several international markets, government-mandated pricing actions have reduced prices of generic and patented drugs.

In several international markets, government-mandated pricing actions have reduced prices of generic and patented drugs.

In addition, if a serious operational accident were to occur, it could have a material adverse effect on the results of operations, financial position, cash flows and reputation of the Duke Energy Registrants.

Any losses not covered by insurance, or any increases in the cost of applicable insurance as a result of such accident, could have a material adverse effect on the results of operations, financial position, cash flows and reputation of the Duke Energy Registrants.

If adopted in its current form, the rule could have a detrimental impact to all Medicare Advantage insurers and affect the ability of plans to deliver high quality health care for the population served.

If adopted in its current form, the rule could result in some combination of degraded plan benefits, higher monthly premiums or reduced choice for the population served by all Medicare Advantage insurers.

The OIG also is auditing our risk adjustment data and that of other companies, and we expect CMS and the OIG to continue auditing risk adjustment data.

CMS and the Office of the Inspector General of the U.S. Department of Health and Human Services (the “OIG”) also are auditing the risk adjustment-related data of certain of our Medicare Advantage plans, and the number of such audits continues to increase.

The creation of Alphabet as a holding company in 2015 and the investments that we are making across various areas in Google and Other Bets are a reflection of our ongoing efforts to innovate and provide products and services that are useful to users.

The investments that we are making across Google and Other Bets reflect our ongoing efforts to innovate and provide products and services that are useful to users, advertisers, publishers, customers, and content providers.

Further, as a result of the November 2016 U.S. presidential election, there are continued uncertainties associated with efforts to change or repeal certain provisions of the ACA or other healthcare reforms, and we cannot predict their full effect on the Company at this time.

Further, as a result of the November 2016 U.S. presidential election and the November 2018 midterm election, there are continued uncertainties associated with efforts to change or repeal certain provisions of the ACA as well as moves to achieve universal healthcare coverage.

•We face many product liability claims and are self-insured; we could face large numbers of claims in the future, which could adversely affect our business.

•We face litigation and investigations related to our products and our pricing practices and are self-insured; we could face large numbers of claims in the future, which could adversely affect our business.

Of the $29.0 billion with a heightened risk of future impairments, $9.3 billion is attributable to reporting units with 0% excess fair value over carrying amount.

The aggregate goodwill carrying amount of reporting units with fair value over carrying amount between 20-50% was $2.4 billion and there were no reporting units with fair value over carrying amount in excess of 50% as of their latest 2019 impairment testing date.

If all of our accumulated unrepatriated Indian earnings were to be repatriated, based on our current interpretation of India tax law, we estimate that we would incur an additional income tax expense of approximately $980 million.

A change in our intent not to repatriate Indian accumulated undistributed earnings would result in a material increase to our provision for income taxes and a decrease in our net income and earnings per share in the period such decision is made.

We may not be able to successfully acquire new businesses or integrate acquisitions, which could cause our growth and profitability objectives to suffer.

We may not be able to successfully acquire new businesses or integrate acquisitions, and we may not be able to successfully divest certain businesses.

If we are unable to increase HIV sales or if HCV sales decrease more than anticipated, then our results of operations may be adversely affected.

If we are unable to increase or maintain our HIV sales, then our results of operations may be adversely affected.

Additionally, the loss of confidential, personal, or proprietary information (whether our own, our employees’, our suppliers’, or our customers’), regardless of the cause, could result in a business interruption, reputational damage, lost revenue, litigation, penalties or higher costs.

Given our reliance on information technology (our own and our third-party providers’), a significant interruption in the availability of information technology, regardless of the cause, or the loss of confidential, personal, or proprietary information (whether our own, our employees’, our suppliers’, or our customers’), regardless of the cause, could negatively impact our operations.

Such events could significantly harm our ability to conduct normal business operations and negatively impact our financial results.

Any of the foregoing may have a material adverse effect on our business, operating results and financial condition.