EFTA01382621.pdf

S- I/A •fable of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain matters we discuss in this prospectus may constitute forward-looking statements. You can identify forward-looking statements because they contain words such as "believes," "expects,- "may," "will," "should." "seeks," "intends." "plans,- "estimates:* or "anticipates." or similar expressions which concern our strategy. plans, projections, or intentions. Examples of forward-looking statements include, but arc not limited to. all statements we make relating to revenue, EI3ITDA, earnings. margins, growth rates, and other financial results for future periods. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and arc subject to risks. uncertainties. assumptions. or changes in circumstances that arc difficult to predict or quantify. Our expectations. beliefs, and projections arc expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations. beliefs and projections will result or be achieved and actual results may vary• materially from what is expressed in or indicated b• the forward-looking statements. There arc a number of risks. uncertainties, and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such risks, uncertainties, and other important factors include, among others. the risks, uncertainties and factors set forth above under "Risk Factors," and the following risks, uncertainties• and factors: adverse impacts from global economic, political, and other conditions affecting trends in consumer. business, and government spending; • our ability to anticipate and respond to changing industry trends, including technological changes and increasing competition; • our ability to successfully renew existing client contracts on favorable terms and obtain new clients; • our ability to prevent a material breach of security of any of our systems; • our ability to implement and improve processing systems to provide new products, improve functionality, and increase efficiencies; • our merchant alliance program which involves several alliances not under our sole control and each of which acts independently of the others; • credit and fraud risks in our business units and merchant alliances, particularly in the context of eCommerce and mobile markets; • consolidation among financial institution clients or other client groups that impacts our client relationships; • our ability to improve our profitability and maintain flexibility in our capital resources through the implementation of cost savings initiatives; • our ability to successfully value and integrate acquired businesses, including those outside of the United States; • our high degree of leverage; • adverse impacts from currency exchange rates or currency controls imposed by any government or otherwise; • changes in the interest rate environment that increase interest on our borrowings; • the impact of new laws, regulations, credit card association rules, or other industry standards; and • new lawsuits. investigations, or proceedings. or changes to our potential exposure in connection with pending lawsuits, investigations or proceedings. 39 http://vanv.see.gov/Archi vecledgaddataht83980/000119312515334479/d31022dsla.htmi10/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082055 CONFIDENTIAL SDNY GM_00228239 EFTA01382621