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Annual Report 2006 ISS Global A/S

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<strong>ISS</strong> is subject to economic risks and uncertainties in<br />

the countries in which it operates. Over the past few<br />

years, certain of the countries in which <strong>ISS</strong> operates<br />

have experienced economic growth and improved<br />

economic stability in certain sectors. However, there<br />

can be no assurance that economic growth will continue<br />

in the future. Any slowdown in the development<br />

of these economies, any deterioration or disruption<br />

of the economic environment in the countries<br />

in which <strong>ISS</strong> operates or any reduction in government<br />

or private sector spending may have a material<br />

adverse effect on <strong>ISS</strong>’s business, financial<br />

condition, and results of operations. Furthermore,<br />

certain incidents could lead to international tension<br />

causing boycotts or otherwise restrict <strong>ISS</strong>’s ability to<br />

perform its services. This may have a material adverse<br />

effect on <strong>ISS</strong>’s financial condition and results<br />

of operations.<br />

<strong>ISS</strong> is also subject to political and social uncertainties,<br />

particularly in some of the developing countries<br />

in which it operates, which have been undergoing<br />

substantial political transformations. There can be<br />

no assurance that the political reforms necessary to<br />

complete such transformations will continue. The<br />

political systems in these countries may be vulnerable<br />

to the populations’ dissatisfaction with reforms,<br />

social and ethnic unrest and changes in government<br />

policies. Any disruption or volatility in the political or<br />

social environment in these countries may have a<br />

material adverse effect on <strong>ISS</strong>’s business, financial<br />

condition, and results of operations.<br />

<strong>ISS</strong> delegates considerable operational responsibility<br />

to its subsidiaries. Although <strong>ISS</strong> has adopted<br />

Group-wide control procedures and reporting and<br />

codes of conduct policies and makes regular visits<br />

to its individual country operations, there can be no<br />

assurance that <strong>ISS</strong> will not experience incidents of<br />

accounting irregularities, unintended accounting<br />

misstatements or breaches of local legislation, any<br />

of which could, individually or collectively, have a<br />

material adverse effect on <strong>ISS</strong>’s business, results of<br />

operations and financial condition.<br />

<strong>ISS</strong> depends on its local management teams and<br />

employees, and <strong>ISS</strong>’s inability to attract and retain<br />

qualified local managers or a sufficient<br />

number of qualified employees could harm its<br />

business and prevent <strong>ISS</strong> from implementing its<br />

strategy<br />

<strong>ISS</strong> has a decentralised organisational structure in<br />

which local managers retain substantial autonomy<br />

regarding the management of <strong>ISS</strong>’s operations in<br />

their markets. As a result, <strong>ISS</strong> depends to a large<br />

extent upon these local managers, and its inability<br />

to attract and retain an adequate number of qualified<br />

local managers could have a material adverse<br />

effect on <strong>ISS</strong>’s business and its ability to meet its<br />

objectives. The ability to retain key management<br />

personnel in acquired businesses is also important<br />

in order to ensure their effective integration into <strong>ISS</strong><br />

and thus minimise the costs of integration. The res-<br />

ANNUAL REPORT <strong>2006</strong> / Risk Factors<br />

ignation of key local managers may have a material<br />

adverse effect on <strong>ISS</strong>’s business, results of operations<br />

and financial condition.<br />

Employee costs make up <strong>ISS</strong>’s largest single expense,<br />

representing approximately 65% of <strong>ISS</strong>’s<br />

<strong>2006</strong> revenue, and its competitive strength partly<br />

depends upon its ability to attract, train and retain<br />

employees. The Facility Services and related industries<br />

are, in general, characterised by a relatively<br />

high staff turnover. To the extent that <strong>ISS</strong> is unable<br />

to offer satisfactory pay and working conditions, <strong>ISS</strong><br />

could experience a labour shortage. A labour shortage<br />

may also arise due to low unemployment and<br />

increased competition for workers, requiring the use<br />

of temporary staff, which would likely increase <strong>ISS</strong>’s<br />

staff costs. <strong>ISS</strong>’s inability to attract and retain the<br />

required number of qualified employees could have<br />

a material adverse effect on its business, results of<br />

operations and financial condition.<br />

In addition, many sectors of the Facility Services industry<br />

involve unionised employees. As these union<br />

contracts expire, <strong>ISS</strong> may be required to renegotiate<br />

them in an environment of increasing wage rates.<br />

There can be no assurance that <strong>ISS</strong> will be able to<br />

renegotiate union contracts on terms favourable to it<br />

or without experiencing a work stoppage.<br />

Consolidation in the Facility Services industry<br />

may adversely affect <strong>ISS</strong>’s business<br />

<strong>ISS</strong> believes that the Facility Services industry will<br />

undergo consolidation during the next several years.<br />

<strong>ISS</strong> expects that, in response to such consolidation,<br />

it will consider from time to time additional strategies<br />

to enhance its business. These may include pursuing<br />

strategic alliances or joint ventures or purchase,<br />

sale or merger transactions with other companies.<br />

In considering any of these strategies, <strong>ISS</strong> will<br />

evaluate, among other things, the potential to leverage<br />

existing operations and assets, to the extent<br />

permitted under its financial instruments and credit<br />

agreements, as well as tax and accounting effects<br />

of the proposed transactions. In addition, such<br />

strategies could have various other significant consequences,<br />

including changes in <strong>ISS</strong>’s management,<br />

control or operational or acquisition strategies.<br />

There can be no assurance that any one of<br />

these strategies will be undertaken or that, if undertaken,<br />

any such strategy will be implemented successfully.<br />

<strong>ISS</strong> also expects to face significant competition in<br />

the acquisition of Facility Services businesses from<br />

companies that currently pursue, or in the future<br />

would pursue, acquisitions as part of their strategies,<br />

and competition for acquisitions may increase<br />

as the Facility Services industry undergoes continuing<br />

consolidation. Such competition could lead to<br />

higher prices for target companies limiting <strong>ISS</strong>’s<br />

ability to grow through acquisitions on a cost effective<br />

basis and limit <strong>ISS</strong>’s ability to implement its<br />

growth strategy.<br />

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