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Annual Report 2006 ISS Global A/S

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<strong>ISS</strong> may incur substantial liabilities for any failure<br />

to meet applicable cleanliness or safety<br />

standards, and adverse publicity relating to any<br />

actual or alleged failure to meet such standards<br />

could damage <strong>ISS</strong>’s reputation<br />

<strong>ISS</strong>’s business is associated with public health and<br />

safety, particularly its cleaning of food preparation<br />

facilities, hospitals and abattoirs, as well as its<br />

cleaning of aircrafts. As a result, <strong>ISS</strong> may be subject<br />

to substantial liabilities if its failure to meet applicable<br />

cleanliness or safety standards results in harm<br />

to individuals or entities, including, for example,<br />

through contamination of food products produced at<br />

the facilities that <strong>ISS</strong> cleans or the outbreak of illness<br />

within the hospitals that it services. In addition,<br />

<strong>ISS</strong> could be held responsible for any breaches of<br />

airport security by its employees. Although <strong>ISS</strong><br />

maintains insurance against product and service liability,<br />

there can be no assurance that <strong>ISS</strong> will not<br />

incur losses beyond the limits of, or outside the coverage<br />

of, <strong>ISS</strong>’s insurance policies. In addition, <strong>ISS</strong>’s<br />

reputation could be harmed by any actual or alleged<br />

failure to meet appropriate cleanliness or safety<br />

standards. Any publicity relating to incidents of this<br />

kind could have a material adverse effect on <strong>ISS</strong>’s<br />

reputation and, therefore, its business, results of<br />

operations and financial condition.<br />

<strong>ISS</strong>’s computer systems may fail or be interrupted,<br />

which could potentially harm its business<br />

<strong>ISS</strong> relies on numerous computer systems that allow<br />

it to track and bill its services, communicate with<br />

customers, manage its employees and gather information<br />

upon which management makes decisions<br />

regarding its business. The administration of<br />

<strong>ISS</strong>’s business is increasingly dependent on the use<br />

of these systems. As a result, system failures or disruptions<br />

resulting from computer viruses, hackers or<br />

other causes could have a material adverse effect<br />

on <strong>ISS</strong>. In addition, pursuant to contracts with Computer<br />

Sciences Corporation and other vendors, <strong>ISS</strong><br />

outsources the operation and maintenance of certain<br />

of its information technology systems to seek to<br />

ensure effective management of its information<br />

technology resources, as well as to improve the cost<br />

efficiency of <strong>ISS</strong>’s information technology infrastruc-<br />

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

ture, systems and applications. <strong>ISS</strong> relies on the<br />

ability of its outsourcing partners to deliver agreed<br />

services. Their failure to perform satisfactorily could<br />

have an adverse impact on <strong>ISS</strong>’s business, results<br />

of operations and financial condition.<br />

<strong>ISS</strong>’s plans include increased development and use<br />

of computer systems in countries in which it operates.<br />

These plans may be affected by incompatibility<br />

of <strong>ISS</strong>’s computer systems and software applications<br />

and the reliability of such systems and applications.<br />

Currently, <strong>ISS</strong> does not integrate the computer<br />

systems of all acquired businesses with its<br />

own computer systems. Non-compatibility between<br />

<strong>ISS</strong>’s computer systems and software applications<br />

may require additional investment, and additional<br />

investment may also be required if system reliability<br />

is unsatisfactory. The levels of required investment<br />

in and the expenses related to information technology<br />

will also depend upon technological advancements<br />

and opportunities, market demands, competitive<br />

actions and other factors. To protect its competitiveness,<br />

<strong>ISS</strong> may have to allocate further resources<br />

to the development of information technology<br />

infrastructure and related business processes,<br />

which could have a material adverse effect on its<br />

business, results of operations and financial condition.<br />

<strong>ISS</strong> may incur liabilities in connection with past<br />

divestments in excess of provisions made<br />

<strong>ISS</strong> has made provisions in its accounts for claims<br />

from purchasers or other parties in connection with<br />

divestments. However, there can be no assurance<br />

that <strong>ISS</strong> will not incur liabilities in excess of these<br />

provisions, and these excess liabilities, if significant,<br />

could have a material adverse effect on <strong>ISS</strong>’s business,<br />

results of operations and financial condition.<br />

<strong>ISS</strong> is subject to external events which are beyond<br />

its control<br />

The impact of natural disasters, fires, diseases, epidemics,<br />

outbreaks of hostilities or war, acts of terror<br />

or other external events is difficult to quantify. Thus,<br />

there can be no assurance that such factors will not<br />

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

results of operations or financial condition.<br />

Following the Acquisition, <strong>ISS</strong> depends on its parent, FS Funding, to provide sufficient financing for the Group’s<br />

continued growth as set out in <strong>ISS</strong>’s strategy. Consequently, risk factors that could influence the financial standing<br />

of FS Funding could have a material negative effect on <strong>ISS</strong>’s business and growth prospects. References to senior<br />

facilities (“Senior Facilities”) and the senior facilities agreement (“Senior Facilities Agreement”) of FS Funding<br />

refers to FS Funding’s senior credit facilities.<br />

<strong>ISS</strong>’s business may be adversely affected as a<br />

result of its substantial indebtedness<br />

<strong>ISS</strong> and its subsidiaries have and will continue to<br />

have a substantial amount of outstanding indebtedness<br />

and obligations with respect to the servicing of<br />

such indebtedness. The substantial indebtedness<br />

could have important consequences, including:<br />

� requiring <strong>ISS</strong> to dedicate a substantial portion<br />

of cash flow to make payments on indebtedness,<br />

thereby reducing the availability of cash<br />

flow to fund working capital, capital expenditures,<br />

new acquisitions and other general corporate<br />

purposes;<br />

� increasing the vulnerability of <strong>ISS</strong> to general<br />

adverse economic and industry conditions;<br />

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