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We have received an opinion from outside tax counsel to the effect that the Distribution qualifies as a transaction that is described in Sections 355 and 368(a)(1)(D) of the Internal Revenue Code.

We have received an opinion from outside tax counsel to the effect that our distribution of 100% of the outstanding common stock of PayPal to our stockholders on July 17, 2015 (the “Distribution”) qualifies as a transaction that is described in Sections 355 and 368(a)(1)(D) of the Internal Revenue Code.

Delays in opening distribution centers could adversely affect our future financial performance by slowing store growth, which may in turn reduce revenue growth, or by increasing transportation costs.

Delays in opening such facilities could adversely affect our financial performance by slowing store growth, which may in turn reduce revenue growth, or by increasing transportation costs.

JPMorgan Chase’s risk management and monitoring processes seek to quantify and mitigate risk to more extreme market moves.

JPMorgan Chase’s risk management and monitoring processes, including its stress testing framework, seek to quantify and control JPMorgan Chase’s exposure to more extreme market moves.

Approximately 35% of these employees are represented by unions or works councils.

Approximately 22% of these employees are represented by unions or works councils.

Our future results may be adversely impacted if we do not effectively manage our expanded operations as a result of the Fidelis Care Acquisition.

Our future results may be adversely impacted if we do not effectively manage our expanded operations following the completion of the WellCare Acquisition.

Changes in customer base and product mix result primarily from business acquisitions, changes in customer demand, customer acquisitions, selling and marketing activities and competition.

Changes in customer base and product mix result primarily from business acquisitions, changes in customer demand, customer acquisitions, selling and marketing activities, competition and the increased use of eCommerce by Grainger and its competitors.

There may be circumstances in which required payments of principal and/or interest on this new debt could adversely affect our cash flows, our operating results or our ability to return capital to our shareholders through dividends or stock repurchases.

There may be circumstances in which required payments of principal and/or interest on our debt could adversely affect our cash flows, our operating results or our ability to return capital to our shareholders.

We may not be able to complete transactions on favorable terms, on a timely basis, or at all, and during integration we may discover cybersecurity and compliance issues.

We may not be able to complete transactions on favorable terms, on a timely basis, or at all.

Any failure to implement our initiatives could adversely affect our business or financial results.

Any failure to implement our initiatives could adversely affect our ability to grow margins.

Among other things, this further development and maintenance will require a reliable network backbone with the necessary speed, data capacity, security, and timely development of complementary products for providing reliable Internet access and services.

This requires a reliable network backbone with the necessary speed, data capacity, security, and timely development of complementary products for providing reliable Internet access and services.

In connection with the completion of our pending acquisition of Microsemi, our balance of goodwill and intangible assets will increase significantly.

In connection with the completion of our acquisition of Microsemi in May 2018, our balance of goodwill and intangible assets increased significantly.

As of December 31, 2018, we had $788 million of total debt outstanding.

As of December 31, 2019, we had $1,029.1 million of total debt outstanding.

Although many of our off-highway markets began to recover in 2017 and 2018, additional deterioration, or renewed weakness, in infrastructure and commodities markets could adversely affect our customers’ demand for vehicles and equipment and, as a result, could adversely affect our business.

Deterioration, or renewed weakness, in infrastructure and commodities markets could adversely affect our customers’ demand for vehicles and equipment and, as a result, could adversely affect our business.

Climate change may have a long-term adverse impact on our business and results of operations.

Climate change and legal or regulatory responses thereto may have a long-term adverse impact on our business and results of operations.

The acquisition of existing properties is subject to risks that may adversely affect our growth and financial results.

The acquisition of existing properties or self-storage operating companies is subject to risks that may adversely affect our growth and financial results.

It is possible that any of its supplier relationships could be interrupted due to natural and other disasters and other events, or be terminated in the future.

Supplier relationships have been and could be interrupted in the future due to natural and other disasters and other events, or be terminated.

We have acquired, or in-licensed, a number of other assets and we expect to continue to support our pipeline with compounds or products obtained through licensing and acquisitions.

We have acquired, or in-licensed, a number of other assets and although we are committed to reducing our debt, we expect to continue to support our pipeline with compounds or products obtained through licensing and acquisitions.

As of December 31, 2018, the Company had 50 consolidated communities encumbered by debt.

As of December 31, 2019, the Company had 24 consolidated communities encumbered by debt.

MDI therapy has been made more effective by the introduction of long-acting insulin analogs that can be used in combination with bolus devices.

MDI therapy involves a user injecting themselves with both long-acting and short-acting insulin with a syringe or insulin pen.

We are in the process of a multi-year implementation of a new ERP system which we intend to replace our existing operating and financial systems.

We are in the process of a multi-year implementation of a new ERP system which we intend to replace our existing operating and financial systems in fiscal 2020 and 2021.

We seek to mitigate risks associated with sole and single source suppliers, when possible, by entering into long-term contracts that provide for an uninterrupted supply of products at predictable or fixed prices.

We also seek to enter into long-term contracts with our sole and single source suppliers that provide for an uninterrupted supply of products at predictable or fixed prices.

The new regulations become effective in May 2020, which will require the Company to have all products it markets and sells in Europe certified before this date.

The new regulations are scheduled to become effective in May 2020.

The reception to our licensed sports games may be adversely impacted by circumstances outside our control impacting the sports leagues and organizations.

The reception to our sports games also depends, in part, on the popularity, reputation and brand of the leagues, organizations and individual athletes with whom we partner.

The uncertain effects of potential climate change legislation could lead to significantly increased costs.

The uncertain effects of climate change and potential climate change legislation could lead to business interruption, significantly increased costs and/or other adverse consequences to our business.

THE USMCA must be ratified by all three countries before it becomes fully effective and many of its provisions will not take effect until 2020.

The USMCA must be ratified by all three countries before it becomes fully effective.

Further, if current efforts to legalize gaming in other Asian countries, such as Japan, are successful, we will face additional regional competition.

Additionally, certain other Asian countries and regions have legalized or in the future may legalize gaming, such as Japan, Taiwan and Thailand, which could increase competition for our Macau Operations.

Its after-tax net income will be available for distribution to us, but it is not required to be so distributed.

The after-tax net income of our TRS will be available for distribution to us as a taxable dividend to the extent of its earnings and profits, but it is not required to be so distributed.

Volatile and/or uncertain economic conditions can adversely impact sales and profitability and make it difficult for us and our competitors to accurately forecast and plan our future business activities.

Volatile or uncertain economic conditions, as well as continuing political unrest in markets in which we conduct significant business, including Hong Kong, can adversely impact sales and profitability and make it difficult for us and our competitors to accurately forecast and plan our future business activities.

Additionally, the Charter Operating credit facilities require Charter Operating to comply with a maximum total leverage covenant and a maximum first lien leverage covenant.

Additionally, the Charter Communications Operating, LLC ("Charter Operating") credit facilities require Charter Operating to comply with a maximum total leverage covenant and a maximum first lien leverage covenant.

Revenue provided by Dominion Energy and Virginia Power’s electric transmission, distribution and generation operations and Dominion Energy and Dominion Energy Gas’ gas transmission and distribution operations is based primarily on rates approved by state and federal regulatory agencies.

Revenue provided by the Companies’ electric transmission, distribution and generation operations and by gas transmission and distribution operations is based primarily on rates approved by state and federal regulatory agencies.

Estimates for the amount and timing of the future funding obligations of these pension plans and postretirement health and welfare benefit plans are based on various assumptions.

Estimates for the amount and timing of the future funding obligations of these pension plans and postretirement health and welfare benefit plans are based on various assumptions, including discount rates, expected long-term rate of return on plan assets, life expectancies and health care cost trend rates.

These tariffs, and any additional tariffs imposed by the U.S., China or other countries or any additional retaliatory measures by any of these countries, could increase our costs, reduce our sales and earnings or otherwise have an adverse effect on our operations.

While the U.S. and China signed what is being known as the Phase One Deal in January 2020, which included the suspension and rollback of tariffs, any new tariffs imposed by the U.S., China or other countries or any additional retaliatory measures by any of these countries, could increase our costs, reduce our sales and earnings or otherwise have an adverse effect on our operations.

The U.S. President has also indicated a readiness to further expand the scope of the tariffs on Chinese goods if negotiations are not successful; such action could subject an even wider range of Juniper products to tariff on importation into the U.S.

Similarly, in July 2019, the U.S. President reiterated his readiness to impose tariffs on all remaining Chinese imports (List 4 tariff proceeding) if U.S.-China negotiations remained unresolved.

Changes in the operating environment, including changes in or interpretation of tax law and currency/repatriation controls, could impact the determination of our income tax liabilities for the year.

The final determination of tax audits or changes in the operating environment, including changes in or interpretation of tax law and currency/repatriation controls, could impact the determination of our income tax liabilities for the year and have an adverse effect on our financial statements.

These investments are based on the FERC’s regulatory framework and a rate of return on common equity that is currently higher than that allowed by our state commissions.

These investments are based on the FERC’s regulatory framework and an allowed ROE that is currently higher than that allowed by our state commissions.

Also, a breach of data security could expose us to customer litigation and costs related to the reporting and handling of such a breach.

Also, a breach of data security or failure to comply with rigorous consumer privacy requirements could expose us to customer litigation, regulatory actions and costs related to the reporting and handling of such a violation or breach.

For example, compliance with the financial covenants would be more difficult to achieve if we were to experience substantially lower revenues, a substantial increase in client defaults or sizable asset impairment charges.

For example, compliance with the financial covenant would be more difficult to achieve if we were to experience increased indebtedness or substantially lower revenues, including as a result of economic downturns, client losses or a substantial increase in client defaults.

However, there is no guarantee that we will avoid enforcement actions by governmental bodies.

However, there is no guarantee that we will avoid enforcement actions by governmental bodies or civil actions based on this growing body of regulations.

There are limits on our ability to achieve fuel economy improvements over a given time frame, however.

There are limits on our ability to achieve fuel economy improvements over a given time frame, however, primarily relating to the cost and effectiveness of available technologies, lack of sufficient consumer acceptance of new technologies and of changes in vehicle mix, lack of willingness of consumers to absorb the additional costs of new technologies, the appropriateness (or lack thereof) of certain technologies for use in particular vehicles, the widespread availability (or lack thereof) of supporting infrastructure for new technologies, and the human, engineering, and financial resources necessary to deploy new technologies across a wide range of products and powertrains in a short time.

Additionally, a trend of consolidation in the data storage industry could materially adversely affect our business and financial results and our future growth prospects.

Additionally, if there is consolidation among our customer base, our customers may be able to command increased leverage in negotiating prices and other terms of sale, which could adversely affect our profitability.

In anticipation of the U.K. leaving the EU as expected in 2019, effective January 1, 2019, we have redomiciled our European headquarters to France.

In anticipation of Brexit, we redomiciled the headquarters of our European carriers to France effective January 1, 2019.

We are engaged in a multi-year implementation of a cloud-based enterprise resource planning (ERP) system which is planned to be deployed in phases beginning in 2019.

We have completed the first phase of a multi-year implementation of an enterprise resource planning (ERP) system which replaced our previous financial accounting system.

For example, the state of California is one of 10 states in the United States that have a bottle deposit return system in effect, which requires a deposit charged to consumers to incentivize the return of the beverage container.

In addition, 10 states in the United States as well as a growing number of European countries have a bottle deposit return system in effect, which requires a deposit charged to consumers to incentivize the return of the beverage container.

Our business is subject to numerous laws, regulations and policies.

Our business is subject to numerous laws, regulations and policies around the world.

The California Utilities may be materially adversely affected if these additional costs for projects are not recoverable in rates.

Our regulated utilities may be materially adversely affected if these additional costs for projects are not recoverable in rates.

In addition, if more restrictive privacy laws, rules or industry security requirements are adopted in the future on the Federal or State level, or by a specific industry body, they could have an adverse impact on us through increased costs or restrictions on business processes.

In addition, if more restrictive privacy laws, rules or industry security requirements are adopted in the future on the federal or state level, or by a specific industry body, they could have an adverse impact on FIS through increased costs or restrictions on business processes.

In addition, recent trends toward greater consumer engagement in health care require new and enhanced technologies, including more sophisticated applications for mobile devices.

In addition, connectivity among technologies is becoming increasingly important and recent trends toward greater consumer engagement in health care require new and enhanced technologies, including more sophisticated applications for mobile devices.

Many of our competitors are companies that are larger than we are, with greater financial and operational resources than we have.

We compete with many larger companies that have greater financial and operational resources than we have.

Changes in laws, regulations and policies and the related interpretations and enforcement practices may alter the landscape in which we do business and may significantly affect our cost of doing business.

Changes in and/or failure to comply with other laws and regulations specific to the environments in which we operate could materially adversely affect our reputation, market position, or our business and financial performance.

The completion of the U.K.’s exit from the EU could adversely affect the value of our euro- and pound-denominated assets and obligations.

The completion of Brexit could also adversely affect the value of our euro- and pound-denominated assets and obligations.

The Program expired at the end of 2014 but was reauthorized, with some adjustments to its provisions, in January 2015 for six years through December 31, 2020.

The Program was most recently reauthorized, with some adjustments to its provisions, in December 2019 for seven years through December 31, 2027.

In addition, we acquired worldwide rights to our product candidates and were not involved in their development prior to such acquisitions.

In addition, we acquired worldwide rights to our gene therapy product candidates and were not involved in their development prior to such acquisitions.

Financial services firms over the last several years have been operating in an onerous regulatory environment.

Over the last several years, financial services firms have been operating in an evolving regulatory environment.

Certain of the suppliers and service providers are located in or dependent upon countries, such as Russia, in which deteriorating economic conditions or international sanctions could restrict the ability of such suppliers to continue to supply fuel or provide such services.

Certain of the suppliers and service providers are located in or dependent upon countries, such as Russia, in which international sanctions or tariffs could restrict the ability of such suppliers to continue to supply fuel or provide such services at acceptable prices or at all.

Since the beginning of 2014, through December 31, 2018, we have completed 21 acquisitions.

Since the beginning of 2015, through December 31, 2019, we have completed 18 acquisitions.

The implementation of these regulations may limit the sourcing and availability of some of these materials.

Environmental regulations could limit our ability to procure or use certain chemicals or materials in our operations or products.

We are dependent on information technology systems and infrastructure.

We are dependent on information technology systems and infrastructure, including reliance on third-party vendors and third-party software.

Furthermore, our competitors may succeed in providing a market for the trading of index-based or volatility products that are economically similar to those that we offer.

Furthermore, our competitors may succeed in developing, offering and providing a market for the trading of index-based or volatility products that are economically similar to those that we offer and they may become successful and take away volume from our products.

Entering into such new businesses, as with any new business, subjects us to numerous additional regulations in the jurisdictions in which these businesses operate.

Entering into these businesses subjects us to numerous additional regulations in the jurisdictions in which these businesses operate.

We also expect to continue to make strategic acquisitions an element of our growth strategy.

We expect to continue to make strategic acquisitions and enter into strategic relationships as an element of our growth strategy.

As part of our logistics services, we operate leased warehouse facilities.

As part of our logistics services, we operate owned or leased warehouse facilities.

Litigation also is inherently uncertain, and we could experience significant adverse results.

Litigation also is inherently uncertain, and we could experience significant adverse results, which could have an adverse effect on our financial condition or results of operations.

The continuing growth of e-commerce increases our exposure to these risks.

The continuing growth of online purchases for delivery increases our exposure to these risks.

The risk factors generally have been separated into two groups: risks related to AbbVie's business and risks related to AbbVie's common stock.

The risk factors generally have been separated into three groups: risks related to AbbVie's business, risks related to AbbVie's proposed acquisition of Allergan (the "Acquisition") and the combined company upon completion of the Acquisition, and risks related to AbbVie's common stock.

Prices for these commodities may fluctuate substantially over relatively short periods of time and expose Consumers to price risk.

Prices for these commodities may fluctuate substantially over relatively short periods of time and expose CMS Energy and Consumers to price risk.

The operations and financial results of the Company could be adversely impacted as a result of climate change or related additional legislation or regulation in the future.

The operations and financial results of the Company could be adversely impacted as a result of climate change.

In Japan, the Company's sales results are dependent upon its relationship with sales associates and other distribution partners, including its alliance partner, Japan Post, which in recent periods has accounted for approximately 25% of Aflac Japan's third sector sales.

JPC and JPI are important distribution and alliance partners of the Company, which in 2018 collectively accounted for approximately 25% of Aflac Japan’s third sector sales.

DTE Energy generated production tax credits from coke production, renewable gas recovery, reduced emission fuel, and gas production operations, and for the Registrants, renewable energy generation.

The Registrants generated production tax credits from renewable energy generation and DTE Energy generated production tax credits from renewable gas recovery, reduced emission fuel, and gas production operations.

Breaches of security, vandalism and other malicious acts, which are increasingly negatively impacting companies, could result in unauthorized access to proprietary or customer information or data, including credit card transaction data, or cause interruptions to our services and products.

Breaches of data security, website defacements and other malicious acts, which are increasingly negatively impacting companies, could result in unauthorized access to proprietary or customer information or data, including credit card transaction data, or cause interruptions to our services and products.

Because our financial results in certain countries are translated from local currency into U.S. dollars upon consolidation, our results of operations have been and may continue to be affected by foreign exchange rate fluctuations.

Dollars upon consolidation, our results of operations have been and may continue to be affected by foreign exchange rate fluctuations.

Applied also has in place a $1.5 billion committed revolving credit agreement.

Applied also has in place a $1.5 billion revolving credit facility, and a $2.0 billion term loan facility to finance in part its planned acquisition of Kokusai Electric.

The complexity of our products requires highly trained customer service and technical support personnel to assist customers with product installation and deployment.

The complexity of our products requires highly trained personnel for research and development and to assist customers with product installation, deployment, maintenance and support.

Subsequently, the Bankruptcy Court issued a Confirmation Order confirming Grace's plan or reorganization (as filed and amended from time to time, the "Plan") and the District Court issued a similar Confirmation Order.

Subsequently, the Bankruptcy Court (in January and February 2011) and the United States District Court for the District of Delaware (in January and June 2012) entered orders confirming Grace’s plan of reorganization in its entirety.

All countries except Argentina and Australia are covered by the aluminum tariff.

Currently, all countries except Argentina, Australia, Canada, and Mexico are covered by the aluminum tariff, and all countries except Argentina, Australia, Brazil, Canada, Mexico, and South Korea are covered by the steel tariff.

However, a changing climate may aggravate natural disasters that affect our worldwide business operations thereby compelling us to build additional resiliency in order to mitigate impact.

Climate change serves as a risk multiplier increasing both the frequency and severity of natural disasters that may affect our worldwide business operations.

Even if we are successful in acquiring businesses, we may experience risks in integrating these businesses into our existing business.

Even if we are successful in acquiring businesses, the businesses we acquire may not be able to achieve the revenue, profitability or growth we anticipate, or we may experience challenges and risks in integrating these businesses into our existing business.

Such investments may be in related areas, such as technical sales support.

Such investments may be in related areas, such as technical sales support, and may include increases in employee headcount.

We have not encountered any meaningful incidents but there can be no assurance that we will not experience a cyber security incident that may materially impact our consolidated financial statements.

There can be no assurance that we will not experience a cyber security incident that may materially impact our consolidated financial statements.

We may have difficulty developing, manufacturing and marketing the products of a newly acquired company in a way that enhances the performance of our businesses or product lines to realize the value from expected synergies.

We may have difficulty developing, manufacturing and marketing the products of a newly acquired company in a way that enhances performance and expands the markets of the newly acquired company.

We could experience a breach of the confidentiality of the information we hold or of the security of our computer systems.

We have in the past experienced and in the future could experience an unauthorized access into our information systems.

In 2018 and 2017, we repurchased $823 million and $200 million of common stock, respectively.

In 2019 and 2018, we repurchased $500 million and $823 million of common stock, respectively.

We consumed approximately 472 million gallons of diesel fuel in 2018.

We consumed approximately 451 million gallons of diesel fuel in 2019.

Although these attacks and breaches have not had a direct, material impact on us, we believe these incidents are likely to continue and we are unable to predict the direct or indirect impact of future attacks or breaches to our business.

Such attacks and breaches have resulted, and may continue to result in, fraudulent activity and ultimately, financial losses to Visa’s clients, and it is difficult to predict the direct or indirect impact of future attacks or breaches to our business.

We also have outsourced elements of our operations to third parties, and, as a result, we manage a number of third-party vendors who may or could have access to our confidential information.

We also have outsourced elements of our operations to third parties, and, as a result, we manage a number of third-party suppliers who may or could have access to our confidential information, including, but not limited to, intellectual property, proprietary business information and personal information of patients, employees and customers (collectively “Confidential Information”).

Our ability to meet our expenses and debt obligations will depend on our future performance, which will be affected by financial, business, economic, regulatory, and other factors.

Our ability to comply with these covenants is dependent on our future performance, which will be subject to many factors, some of which are beyond our control, including prevailing economic conditions.

There is a possibility that such claims may have an adverse impact on our results of operations and cash flows that is greater than we anticipate and/or negatively affect our reputation.

Such claims may also negatively affect our reputation.

Any future limitations on the emission of greenhouse gases, other environmental legislation or customer sustainability requirements could increase our future capital expenditures and have an adverse impact on our financial condition, results of operations and liquidity.

Costs associated with future climate change concerns or environmental laws and regulations and sustainability requirements could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

We expect this to continue in fiscal 2019, which could have a material and adverse effect on our results of operations.

We expect these trends to continue in fiscal 2020, which could have an adverse effect on our results of operations.

In particular, the economic uncertainties relating to European sovereign and other debt obligations may cause the value of the Euro to fluctuate relative to the U.S. Dollar.

In particular, the economic uncertainties relating to Brexit and European sovereign and other debt obligations may cause the value of the British Pound and Euro to fluctuate relative to the U.S. Dollar.

In March 2017, the United Kingdom notified the European Council of its intent to withdraw from the European Union.

On January 31, 2020, the United Kingdom withdrew from the European Union and immediately entered an 11-month transition period.

If the rate of merchant acceptance growth slows or reverses itself, our business could suffer.

If we are unable to continue growing merchant acceptance or merchants decide to no longer accept American Express cards, our business could suffer.

We have entered into interest rate swaps for $250 million of our floating-rate term loans to manage our interest rate risk.

However, at December 31, 2019, we also have interest rate swaps for $200 million of our floating-rate term loans, which expire in September 2020, to manage our interest rate risk.

However, the U.S. has announced its intention to withdraw from the Paris Agreement.

However, the U.S. has begun the process to withdraw from the Paris Agreement.

We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights.

We are not always able to discover or determine the extent of any unauthorized use of our proprietary rights.

As a result, we may be unable to acquire, or may pay a premium purchase price for, data centers, international and adjacent businesses that support our strategic growth plan.

As a result, we may be unable to acquire, invest in, or may pay a premium purchase price for, data centers, technology and higher-growth markets and adjacent businesses that support our strategic growth plan, or we may fail to manage the growth of any businesses we acquire or invest in, which could have an adverse effect on our results of operations and financial condition.

If a municipality or other government subdivision or a citizen group seeks to acquire our assets through eminent domain or such other process, either directly or indirectly as a result of a citizen petition, we may resist the acquisition.

A municipality or other government subdivision or a citizen group may seek to acquire our assets through eminent domain or such other process, either directly or indirectly as a result of a citizen petition.

If the Company receives FAA authorization and commences ETOPS, the Company will be subject to additional, ongoing, ETOPS-specific regulatory and procedural requirements, which could add operational and compliance risks to the Company’s business, including costs associated therewith.

The Company is subject to additional, ongoing, ETOPS-specific regulatory and procedural requirements, which present operational and compliance risks to the Company’s business, including costs associated therewith.

We have incurred substantial net losses since our inception and we may continue to incur additional losses in the future.

We incurred substantial net losses from our inception through the year ended December 31, 2018, and we may not be able to sustain profitability and may incur additional losses in the future.

Following the completion of the transaction, we will have international operations that could expose the company to a number of additional risks.

We have international operations that could expose us to a number of additional risks.

For example, there are growing concerns regarding trade relations between the United States and China, as both countries recently indicated their intention to impose significant tariffs on the importation of certain product categories.

For example, concerns regarding trade relations between the United States and China have escalated during fiscal 2019 and discussions have continued through the date of this report, as both countries imposed significant tariffs on the importation of certain product categories.