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intellectual property adequately could harm our brand and affect
our ability to compete effectively. Further, defending our
intellectual property rights could result in the expenditure of
significant financial and managerial resources.
Third parties may assert intellectual property rights claims
against us, which may be costly to defend, could require the
payment of damages and could limit our ability to use certain
technologies, trademarks or other intellectual property. Any
intellectual property claims, with or without merit, could be
expensive to litigate or settle and could divert management
resources and attention. Successful challenges against us could
require us to modify or discontinue our use of technology or
business processes where such use is found to infringe or violate
the rights of others, or require us to purchase licenses from third
parties, any of which could adversely affect our business,
financial condition and operating results.
We rely on third parties to perform certain functions, and our
business could be adversely affected if these third parties fail
to perform as expected.
We rely on third parties for regulatory, data center, data storage,
data content, clearing and other services. To the extent that any
of our vendors or other third-party service providers
experiences difficulties, materially changes their business
relationship with us or is unable for any reason to perform their
obligations, our business or our reputation may be materially
adversely affected.
We also rely on members of our trading community to maintain
markets and add liquidity. To the extent that any of our largest
members experiences difficulties, materially changes its
business relationship with us or is unable for any reason to
perform market making activities, our business or our
reputation may be materially adversely affected.
We are a holding company that depends on cash flow from
our subsidiaries to meet our obligations, and any restrictions
on our subsidiaries’ ability to pay dividends or make other
payments to us may have a material adverse effect on our
results of operations and financial condition.
As a holding company, we require dividends and other
payments from our subsidiaries to meet cash requirements.
Minimum capital requirements mandated by regulatory
authorities having jurisdiction over some of our regulated
subsidiaries indirectly restrict the amount of dividends paid
upstream.
In addition, unremitted earnings of subsidiaries outside of the
U.S. are used to finance our international operations and are
generally considered to be indefinitely reinvested. It is not our
current intent to change this position. However, the majority of
cash held outside the U.S. is available for repatriation, but under
current law, could subject us to additional U.S.
income taxes,
less applicable foreign tax credits.
If our subsidiaries are unable to pay dividends and make other
payments to us when needed, we may be unable to satisfy our
obligations, which would have a material adverse effect on our
business, financial condition and operating results.
Future acquisitions, investments, partnerships and joint
ventures may require significant resources and/or result in
significant unanticipated losses, costs or liabilities.
Over the past several years, acquisitions have been significant
factors in our growth. Although we cannot predict our rate of
growth as the result of acquisitions with complete accuracy, we
believe that additional acquisitions and investments or entering
into partnerships and joint ventures will be important to our
growth strategy. Such transactions may be material in size and
scope. Many of the other potential purchasers of assets in our
industry have greater financial resources than we have.
Therefore, we cannot be sure that we will be able to complete
future transactions on terms favorable to us.
We may finance future acquisitions by issuing additional equity
and/or debt. The issuance of additional equity in connection
with any such transaction could be substantially dilutive to
existing shareholders. In addition, announcement or
implementation of future transactions by us or others could have
a material effect on the price of our common stock. The issuance
of additional debt could increase our leverage substantially. We
could face financial risks associated with incurring additional
debt, particularly if the debt results in significant incremental
leverage. Additional debt may reduce our liquidity, curtail our
access to financing markets, impact our standing with credit
agencies and increase the cash flow required for debt service.
Any incremental debt incurred to finance an acquisition could
also place significant constraints on the operation of our
business.
Furthermore, any future acquisitions or investments in
businesses or facilities could entail a number of additional risks,
including:
•
problems with effective integration of operations;
•
the inability to maintain key pre-acquisition business
relationships;
•
increased operating costs;
•
the diversion of our management team from other
operations;
•
problems with regulatory bodies;
•
declines in the value of investments;
•
exposure to unanticipated liabilities;
•
difficulties in realizing projected efficiencies, synergies
and cost savings; and
•
changes in our credit rating and financing costs.