Barnes and Noble 2015 Annual Report Download - page 34

DISCLOSURE REGARDING FORWARD-LOOKING
STATEMENTS
This report contains certain forward-looking statements
(within the meaning of Section A of the Securities Act
of , as amended, and Section E of the Securities
Exchange Act of , as amended) and information
relating to Barnes & Noble that are based on the beliefs
of the management of Barnes & Noble as well as assump-
tions made by and information currently available to the
management of Barnes & Noble. When used in this com-
munication, the words “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “plan,” “will,” “forecasts,” “projections,”
and similar expressions, as they relate to Barnes & Noble
or the management of Barnes & Noble, identify forward-
looking statements.
Such statements reflect the current views of Barnes & Noble
with respect to future events, the outcome of which is sub-
ject to certain risks, including, among others, the general
economic environment and consumer spending patterns,
decreased consumer demand for Barnes & Noble’s prod-
ucts, low growth or declining sales and net income due to
various factors, possible disruptions in Barnes & Noble’s
computer systems, telephone systems or supply chain,
possible risks associated with data privacy, information
security and intellectual property, possible work stoppages
or increases in labor costs, possible increases in ship-
ping rates or interruptions in shipping service, effects of
competition, possible risks that inventory in channels of
distribution may be larger than able to be sold, possible
risks associated with changes in the strategic direction of
the device business, including possible reduction in sales
of content, accessories and other merchandise and other
adverse financial impacts, possible risk that component
parts will be rendered obsolete or otherwise not be able to
be effectively utilized in devices to be sold, possible risk
that financial and operational forecasts and projections are
not achieved, possible risk that returns from consumers
or channels of distribution may be greater than estimated,
the risk that digital sales growth is less than expectations
and the risk that it does not exceed the rate of investment
spend, higher-than-anticipated store closing or relocation
costs, higher interest rates, the performance of Barnes &
Noble’s online, digital and other initiatives, the success
of Barnes & Noble’s strategic investments, unanticipated
increases in merchandise, component or occupancy costs,
unanticipated adverse litigation results or effects,
product and component shortages, risks associated with
NOOKDigital, LLC’s (NOOK Digital) commercial agree-
ment with Samsung Electronics America, Inc. (Samsung),
the effect of the proposed separation of Barnes & Noble
Education, Inc. (including with respect to the timing of
the completion thereof), the potential adverse impact on
the Company’s businesses resulting from the Company’s
prior reviews of strategic alternatives, the risk that the
transactions with Pearson plc (Pearson) and Samsung do
not achieve the expected benefits for the parties or impose
costs on the Company in excess of what the Company
anticipates, including the risk that NOOK Digital’s applica-
tions are not commercially successful or that the expected
distribution of those applications is not achieved, the risks
associated with the international expansion previously
undertaken, including any risks associated with a reduction
of international operations following termination of the
Microsoft Corporation (Microsoft) commercial agree-
ment, the risk that NOOK Digital is not able to perform its
obligations under the Pearson and Samsung commercial
agreements and the consequences thereof, the risks associ-
ated with the termination of the Microsoft commercial
agreement, including potential customer losses, the risk
that Barnes & Noble Education, Inc. and its subsidiaries
do not continue to grow, including the risk that its growth
rate declines, the risk of possible delays in the launch of
our higher education digital products, the risks associ-
ated with the Securities and Exchange Commission (SEC)
investigation and associated risks and other factors which
may be outside of Barnes & Noble’s control, including those
factors discussed in detail in Item A, “Risk Factors,” and
in Barnes & Noble’s other filings made hereafter from time
to time with the SEC.
Should one or more of these risks or uncertainties mate-
rialize, or should underlying assumptions prove incorrect,
actual results or outcomes may vary materially from those
described as anticipated, believed, estimated, expected,
intended or planned. Subsequent written and oral forward-
looking statements attributable to Barnes & Noble or
persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements in this paragraph.
Barnes & Noble undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a
result of new information, future events or otherwise after
the date of this Annual Report.
32 Barnes & Noble, Inc. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS continued