| | • | the effects of general economic conditions, including inflation, recession or fears of a recession, depression or fears of a depression, labor costs and stock market volatility or changes in trade, monetary or fiscal policies in the countries where Spectrum Brands does business; |
| | • | changes in consumer spending preferences and demand for Spectrum Brands’ products; |
| | • | Spectrum Brands’ ability to develop and successfully introduce new products, protect its intellectual property and avoid infringing the intellectual property of third parties; |
| | • | Spectrum Brands’ ability to successfully implement, achieve and sustain manufacturing and distribution cost efficiencies and improvements, and fully realize anticipated cost savings; |
| | • | the cost and effect of unanticipated legal, tax or regulatory proceedings or new laws or regulations (including environmental, public health and consumer protection regulations); |
| | • | public perception regarding the safety of Spectrum Brands’ products, including the potential for environmental liabilities, product liability claims, litigation and other claims; |
| | • | the impact of pending or threatened litigation; |
| | • | changes in accounting policies applicable to Spectrum Brands’ business; |
| | • | the seasonal nature of sales of certain of Spectrum Brands’ products; |
| | • | the effects of climate change and unusual weather activity; and |
| | • | the effects of political or economic conditions, terrorist attacks, acts of war or other unrest in international markets. |
FGL and Front Street FGL’s and Front Street’s actual results or other outcomes may differ from those expressed or implied by forward-looking statements contained herein due to a variety of important factors, including, without limitation, the following:
| | • | the ability to satisfy the closing conditions, including regulatory approvals, contained in the FGL Merger Agreement; |
| | • | the impact on the stock price, business, financial condition and results of operations if the FGL Merger is not consummated or not consummated timely; |
| | • | the impact of the operating restrictions in the FGL Merger Agreement and their impact on FGL; |
| | • | litigation arising from the FGL Merger; |
| | • | the accuracy of FGL’s and Front Street’s assumptions and estimates; |
| | • | the accuracy of FGL’s and Front Street’s assumptions regarding the fair value and future performance of their investments; |
| | • | FGL and its insurance subsidiaries’ abilities to maintain or improve their financial strength ratings; |
| | • | FGL’s and Front Street’s and their insurance subsidiaries’ potential need for additional capital to maintain their financial strength and credit ratings and meet other requirements and obligations; |
| | • | FGL’s and Front Street’s ability to defend themselves against or respond to, potential litigation, enforcement investigations or increased regulatory scrutiny; |
| | • | FGL’s and Front Street’s ability to manage their businesses in a highly-regulated industry, which is subject to numerous legal restrictions and regulations; |
| | • | regulatory changes or actions, including those relating to regulation of financial services, affecting (among other things) underwriting of insurance products and regulation of the sale, underwriting and pricing of products and minimum capitalization and statutory reserve requirements for insurance companies, or the ability of FGL’s and Front Street’s insurance subsidiaries to make cash distributions to FGL or Front Street, as applicable (including dividends or payments on surplus notes FGL’s subsidiaries issue to FGL); |
| | • | the impact of potential litigation, including class action litigation; |
| | • | the impact of FGL’s reinsurers failing to meet or timely meet their assumed obligations, increasing their reinsurance rates, or becoming subject to adverse developments that could materially adversely impact their ability to provide reinsurance to FGL at consistent and economical terms; |
| | • | restrictions on FGL’s ability to use captive reinsurers; |
| | • | FGL and Front Street being forced to sell investments at a loss to cover policyholder withdrawals; |
| | • | the impact of interest rate fluctuations on FGL and Front Street and withdrawal demands in excess of FGL’s and Front Street’s assumptions; |
| | • | the impact of market and credit risks; |
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