Callouts & quotes from 97+ activist slides

""We believe the exit of CEO Kevin Johnson raises some concerns around execution, which has been largely uneven of late. That said, his eventual successor could be more opportunistic around costs and buybacks, while simplifying the product line. Time will tell" — Barclays (7/24/13); "Can we speak about the cost structure of Juniper and the scope for it to become more efficient? Because compared to many of the larger IT telecom equipment networking stocks, the operating expense to sales ratio ... [is] almost one of the highest of all the companies that we've looked at. ... Is it a case of direct cost-cutting?" — Credit Suisse, CS Tech Conference (12/4/13); "One of the frustrations I hear from investors is around OpEx and OpEx management. I think you have one of the highest percentages in terms of sales of R&D spend. We've seen other companies in the sector that have throttled back on OpEx, returning cash in an aggressive way, and they're being rewarded for that" — UBS, UBS Tech Conference (11/19/13); "Cost cutting should be focal. Juniper's operating margin structure has been under pressure for several years ... Over the same period revenue has grown at a CAGR of 3.3% per year which raises questions about management's ability to control operating expenses. On an absolute dollar basis, operating expenses have risen by over $300 million from $1.8 billion in 2010 to $2.1 billion in 2012 which, as a percentage of sales, is the highest within our coverage universe" — Credit Suisse (9/18/13); "The retirement of CEO Kevin Johnson, while not expected this quarter, could provide an opportunity for a new strategic approach given the difficulties the company has faced. At the very least, it gives the stock a chance to benefit from the restructuring and realignment story that usually occurs after a CEO transition" — Morgan Stanley (7/24/13); "We view the increased opex as disappointing as leverage was one of the main reasons investors were attracted to Juniper's stock" — Stifel Nicolaus (7/24/13); "We continue to believe the company's R&D level is far too high and generates below average returns compared to rivals such as Cisco and F5 which have R&D in the 10-11% of revenue range" — Wedbush Securities (6/13/12); "The main issue that is impacting Juniper's opex structure is the number of new projects the company has undertaken ..., each of which required big new investments. ... In our view, the underwhelming initial reception for MobileNext and QFabric is evidence that the company should adopt a more prudent investment strategy going forward .... We also believe that Juniper should address its cost structure ... including exiting lagging businesses" — Bank of America Merrill Lynch (5/23/12)"

""On the product portfolio side, is there an argument that Juniper should be somewhat more focused?" — Credit Suisse, CS Tech Conference (12/4/13); "Juniper's current product cycle ramp seems to be the result of efforts to out-innovate the competition beyond what the business organization structure could support." — FBR (9/18/13); "The Security business has been a very difficult one. ... Is that a core business for Juniper? Or could it be a candidate for divestiture at some point?" — Citigroup, Citi Global Technology Conference (9/4/13); "We wonder if a new CEO would initiate a restructuring. Specifically, we believe that the company has too many products that continue to underperform, especially on the security side" — Stifel Nicolaus (8/20/13); "And when QFabric came along, there was a very big promise. And yet it hasn't really delivered to where your expectations were" — Oppenheimer, Oppenheimer Technology Conference (8/13/13); "Juniper has been donating market share in security for several years now implying a new strategic direction may be considered" — RBC (8/12/13); "In security, Juniper has been trying to stabilize the business for some time. You have $2.8 billion in cash, which incidentally is the check that Cisco wrote this morning to acquire Sourcefire. So with that in mind, how do you accelerate change for the security division with the limited resources?" — RBC, Q2'13 Earnings Call (7/23/13); "Is it possible to separate [enterprise security] from the carrier security side and sort of run it for cash as opposed to for growth?" — Morgan Stanley, Q2'13 Earnings Call (7/23/13); "As the networking market has shown sort of below trend growth over the last several years, if it continues to be sluggish how will you guys think about right-sizing your business or restructuring to fit this new level of growth" — Investor Q&A, BAML Conference (6/5/13); "Juniper has had higher than average senior management turnover over the last 3 years. While change is constant in Silicon Valley, we are focused on future execution in the switching business, as two executives who led their entry into the market, Hitesh Sheth and David Yen, departed to competitors in 2009 and 2011" — Goldman Sachs (3/19/13); "Loss of focus, loss of share - We attribute Juniper's share losses to a number of factors... Beyond product deficiencies, we believe the company's dispersed efforts on multiple fronts (new routers, data center switches, MPLS, etc) restricted funding availability for sales efforts, exacerbating the problem" — Bank of America Merrill Lynch (1/8/13)"

""The large variability in capex versus original guidance (just set six months ago) demonstrates some lack of capital discipline within the company." — Citigroup (July 25, 2012); "On the upstream side, we question whether the company has the bandwidth to operate in over 20 countries... We do not believe a company of Hess's size will get credit in the market for a shotgun approach to investing across the world." — Citigroup (July 20, 2012); "The key issue for HES in our mind is capital intensity and the inability of management in recent years to live within the limits of its cash flows. Furthermore, given the lack of growth in oil and gas production over the last 5 years, there is a case to be made that the company should return more cash back to shareholders instead of attempting to grow at all." — Citigroup (July 20, 2012); "We are skeptical that Hess's current global growth strategy will yield superior returns or growth, as its organization appears to be spread thin and we think it is unlikely that Hess can have a competitive advantage in all the areas it is pursuing." — Goldman Sachs (June 11, 2012); "We believe Hess should consider further reducing its exploration program beyond what has already been announced. It is not clear to us given the levels of exploration spending versus cash flows that a mid-sized oil company can successfully pursue a global exploration strategy as Hess has attempted... The company's high-risk/high-potential exploration and acreage strategy since 2009 is thus far not yielding favorable results." — Goldman Sachs (June 11, 2012); "The 7% pullback in the stock was severe, and in our view, is indicative of a loss of investor confidence in HES's execution capabilities, following a string of production misses and a lack of notable exploration success, in addition to a growing deficit between capex and cash flow. Entering 1Q'12, HES had missed its production guidance for four of the preceding 5 quarters, meaning execution was at a premium." — Simmons (April 26, 2012); "Although we think the company's underlying asset value is worth significantly higher than our near-term price target, we now believe the shares will likely continue to struggle throughout this year and will trade substantially below our estimate of its fair asset value due to the lack of visible catalysts as well increased investor skepticism over management's execution record..." — Barclays (April 26, 2012)"

""Hess's near-term strategic outlook is fairly clear-cut: the company must improve. [Hess] will need to regain project management credibility after disappointing results..." — Bank of America (January 6, 2004); "Having lagged the recent rebound in the sector—adding to what has been long-term secular underperformance..." — Goldman Sachs (December 9, 2003); "We believe Hess had four issues it needed to overcome: Top management was not as strong as at its competitors; E&P asset base was very mature and short-lived; Balance sheet was weak; Capital discipline was expressed in words, but not practiced in actions." — Goldman Sachs (December 9, 2003); "Will perpetual restructuring mode ever end?" — Goldman Sachs (October 14, 2003); "Hess released another quarter of disappointing earnings...While offshore development delays are not uncommon for large oil and gas projects, Hess has consistently disappointed the market with operational performance over the past several quarters." — Bank of America (July 29, 2003); "[Hess] a company that we consider the most fundamentally flawed E&P or integrated in our investment grade universe... Unfortunately, these days a lack of astoundingly bad news is cause for celebration!" — Morgan Stanley Credit Research (May 1, 2003); "With below cost of capital ROACE, high upstream costs, and strategic impediments due to recurring high debt levels, we believe the Hess shares should continue to trade at a material discount vs. the integrated peer group. Moreover...we remain unconvinced that the company's planned upstream growth will lead to improved profitability and returns." — UBS Warburg (April 30, 2003); "The burden of high debt levels and low returns, with abandoned targets and a weak near-term production profile, leaves the management in need of reestablishing credibility and share price performance." — Deutsche Bank (April 8, 2003); "The material erosion of shareholder equity so soon after the completion of these two acquisitions is a clear disappointment... [It] also must raise questions as to the acquisition due diligence process within Hess...We believe investors' confidence in the company has been materially undermined..." — UBS Warburg (February 3, 2003)"

""So even though Danimer is building, well so they've built a commercial production facility, they're building more capacity. The trick is going to be taking on the petrochemical behemoths, your OPEC, BP, INEOS, Exxon, Dow Chemicals of the world that are able to price risk appropriately for a $1 billion investment in a petrochemical manufacturing facility in India that produces an order of magnitude, 10, 20, 30x the amount of material that Danimer's existing scale sits at, right? And so there is still a massive scale jump to actually take on the trillion-dollar plastics market. And so the idiosyncrasies in scaling a biochemical now or living chemistry-based process to that scale, it's certainly been done with wastewater treatment. It's going to have to be done with alternative protein production, but there's still a massive question mark around whether or not the science is able to play at that massive scale. And if it doesn't, then you're always going to be stuck in each product land, right, because you're never going to be able to bring those cost profiles down to the point where you can attack, commoditize polyolefins. And so that is the direction of questioning that I would go, if I were you, is to really, really dig in on what is their scale methodology? Does the biochemistry and bacteria-powered science work at that scale? How can you prove that? What are some of the red flags that has been shown in the past? So we could talk about that if you're interested. But that would be the direction that I would go in. The question should be where we started, which is in 5 to 8 years, are they going to be able to hold that position given their reliance on canola oil and seemingly an IP portfolio that isn't all that defensible? On their side? It would be a bit of a finger in the air, but we are able to model with feedstock pricing, what it is for us well below a dollar a pound, somewhere between $0.30 and $0.60. And I would imagine that they're considerably higher than that per pound than us because of the canola reliance." — Senior Executive, Danimer Competitor"

"“...[Huntsman] trades at a relatively discounted valuation vs. peers as shares have lagged the group YTD. While we see these characteristics as favorable, in the context of HUN’s margins and FCF generation that we view as low relative to peers, we see this underperformance as fair...” — Wolfe Research, June 2021; “Huntsman is unlikely to trade at hybrid/diversified chemical multiples. We attribute this primarily to differences in margins and thus the market's perception of the degree of specialization of the company's products. From a segment or portfolio mix perspective it is not self evident that Huntsman meaningfully differs from diversified chemical peers Celanese or Eastman...Not withstanding our view that Huntsman has meaningfully improved its earnings stability and margin structure over the last few years, the company's margin remains well below that of hybrid/diversified peers such as Celanese and Eastman...” — Morgan Stanley, September 2020; “We feel part of the issue is that HUN’s cost structure has not changed as dynamically as its revenue...the elevated cost structure is dampening margins and impeding free cash flow conversion.” — BofA Securities, June 2020; “On cash conversion, we remain skeptical. Free cash flow conversion from Adj. EBITDA for Huntsman has historically lagged, as sizeable restructuring efforts and capital investments have hindered cash flow...We believe the market needs to see a longer track record of solid cash generation before fully underwriting a structural change in the company's cash flow profile...” — Barclays, October 2018"

"“If that gets revealed, if that gets exposed in any way, that’s curtains...I have known of some sites in our region that would get these kinds of calls...this kind of hotline for organs...it allowed them consequently to boost their numbers substantially...We scratch our heads wondering how in the heck did these guys get these organs? How did that happen?...There’s a lot of game-playing going on out there...they would come from, say, Tennessee...literally a sort of hotline...asking if they want an organ...it just stopped being part of the formal allocation process. This kind of thing, I suspect, is actually happening much more frequently than we know...I think this is how some centers get ahead in their numbers. It’s a below the radar screen kind of arrangement...it’s kind of like one way of getting the good stuff, so to speak...” — Transplant hepatologist at Massachusetts General Hospital; MGH stated their entire usage of TransMedics is at risk. “...they are intentionally keeping people in these dark silos so that people don’t have a grasp of what’s going on...it’s just like this weird lack of transparency, this weird secretive culture, and it just felt like everyone is intentionally kept in the dark so that any sort of information couldn’t be used against the company in any way. And Waleed was always like if anyone has questions, refer them back to us...the pilots were like, “We were told not to talk to you guys”...everything at this company feels like a big secret, and it’s really weird and sketchy.” — Former employee who left recently"

"“Okay. Where are you at - and where would Bemis be at in terms of its CAPEX cycle? ... And that would cause a drain on sales.” — David Errington, Analyst, Aug 2018; “David, we have been spending at just a tad above D&A. And this year in 2018, we've brought it down significantly below D&A.” — Bemis CEO, Aug 2018; “David, I just want to come back to the point about capital because I just wanted to mention the comment that I made... the math would suggest $350 million to $400 million of CAPEX.” — Amcor CEO Delia, Aug 2018; “Hi, guys. So, firstly, I wanted to ask a little bit about the CapEx, it seems it was a little bit lighter than expected this year...” — Analyst, Bemis Q4'18 Call; “Yeah. Salvator, we were right on target with where we've expected to be with our CapEx plans in 2018... we're talking somewhere between the $150 million to $180 million level of CapEx as you go forward.” — Bemis CEO, Jan 2019; “And we invest at about depreciation level in terms of CapEx or, call it, 4% of sales.” — CEO Delia, Dec 2019; “I think previously, you talked about D&A being similar to CapEx in the kind of $450 million range. It looks like after stripping out the amortization from deals, it was only $96 million in 2Q and kind of ran just a little bit north of $200 million in the first half.” — Analyst, Feb 2020; “Look, yes, typically, we would spend CapEx kind of in line with depreciation, so around that $450 million mark. We're a little behind that in the first half, just slightly behind.” — CEO Delia, Feb 2020."

""In 2003, Hess's ROACE of 7.6% is the lowest in its peer group and is well below Hess's cost of capital of 10%-12%." — UBS Warburg (September 22, 2000); "Hess announced a broad-based restructuring program involving reductions in overhead and capital expenditures...Regarding the stock, we maintain our longstanding Neutral rating. Investor interest is not expected to become material in this company until returns resemble the cost of capital on a sustainable basis." — Morgan Stanley (December 14, 1998); "Exploration expense is significantly above average...Hess, with a market capitalization of $4.5 billion, had 1997 exploration expense of $373 million; in comparison, Exxon, with a market capitalization of $175 billion, had exploration expense of $753 million. (In other words, Exxon's exploration expense is only twice as high as Hess's, while its market capitalization is almost 40 times as high)." — Goldman Sachs (September 4, 1998); "While Hess has not been an earnings story for many years now, the absence of profits is getting stale." — UBS (January 23, 1998); "Given the continued inconsistency in Hess results...we would not add to positions at these levels" — Smith Barney (October 23, 1997); "Hess continues to be the perennial turnaround story." — Paine Webber (May 7, 1997)."

""Although we think the company's underlying asset value is worth significantly higher than our near-term price target, we now believe the shares will likely continue to struggle throughout this year and will trade substantially below our estimate of its fair asset value due to the lack of visible catalysts as well increased investor skepticism over management's execution record..." — Barclays (April 26, 2012); "The 7% pullback in the stock was severe, and in our view, is indicative of a loss of investor confidence in HES's execution capabilities, following a string of production misses and a lack of notable exploration success, in addition to a growing deficit between capex and cash flow. Entering 1Q'12, HES had missed its production guidance for four of the preceding 5 quarters, meaning execution was at a premium." — Simmons (April 26, 2012); "We think the market will largely adopt a wait and see approach and not give any free passes to management until clear path towards their cash flow targets and execution capability is evidenced...From a valuation perspective, we think the stock is relatively cheap as a result of the company's less-than-stellar historical performance record and perceived execution risk." — Barclays (July 26, 2012)"

""We are repositioning our Verifi process control technology business. Market adoption has been below our expectations, and the business is not producing the returns we want. As a result, we have decided to operate Verifi as a more targeted niche offering, and have reduced our investment in growing the business." — Hudson La Force, CFO, W.R. Grace (7/23/14); "Verify is a new marketplace...We have a head start in this market. It's a relatively small business today but growing at very nice mid double-digit rates and we're investing in this business in terms of both its stickiness and its ability to drive performance with the Ready Mix customers" — Greg Poling, Fmr CEO, GCP (5/17/16); "Our capital investments could be slightly higher in 2018 than our target of 5% of sales due to investments required for our new VERIFI contracts." — Dean Freeman, Fmr CFO (2/27/18); "With an estimated addressable market of approximately $1 billion, VERIFI is a key source of growth for GCP and remains a top investment priority." — Narasimhan Srinivasan, VP Strategy & Corp Dev, GCP (8/7/18); "We've committed to having sales generated through the VERIFI program of $50 million to $75 million by the end of 2021." — Randall Dearth, CEO, GCP (2/26/20)"

"On the conservatism in the FY '24 guide comment that was made in the shareholder letter and the prepared remarks. Really, what I am saying is if you go back to like FY '23, we initially guided 30% to 32% revenue growth and we ultimately finished that 52% growth. So that entailed beats of 8%, 7%, 9%, 9% in Q1, Q2, Q3 and Q4, what we are seeing for FY '24 is we are starting the guidance at 28% to 30%. We will not have those same level of beats in FY '24. So, it is less conservative than that initial FY '23 guide. There is a lot of obviously macro uncertainty. If we see a lot of those headwinds, we won't need to reduce our guidance, that is why we call it de-risked, we do not think we will go below 20% to 30%. If we don't see those headwinds, we will have the opportunity to move that guidance up throughout the year, similar to what we did in FY '23 but we do not expect the same magnitude of beats. And so that's really the point that I was trying to drive home, more in that kind of low to mid single-digit revenue beats on a quarterly basis if we do not see any sort of macro uncertainty. — Samsara CFO Phillips"

"“Everyone again feels that Nevro just cherry-picked their PDN study because diabetics are notoriously not compliant. That's why they have diabetes to begin with. And Nevro cherry-picks picture-perfect diabetic patients that always take the medication, their A1C was always below 7 and that's not realistic. That's not the average American that eats hoagies in Philadelphia.” — KOL and speaker; “If I used these exclusion criteria in my own population of diabetic patients, I could maybe enroll 10% or 15% of them. It was a vast list of exclusion criteria. That study doesn't reflect real-world outcomes. It used the best of the best of the best patients.” — KOL and high volume implanter; “Nevro's trying to put a sexy spin on a therapy that we've already been using forever. The ethics of their study design is questionable, like their exclusion criteria. They're going to have a lot of explants. They don't have the waveform capabilities that other companies have. The diabetic peripheral neuropathy study is just as bad as their original Senza study. It lacks robustness. It's not a level-one study.” — KOL"

""GCP will focus largely on the non-residential construction market, with a smaller business in packaging materials as ballast. Longer-term, GCP should be able to lean on its market leading position and new product pipeline to out-pace end market growth, support margins, and grow EPS at an estimated 10% CAGR through the end of the decade." — Jefferies, February 2016; "We view this US non-residential construction exposure (particularly exposure to cement and concrete demand) as a positive, since cement volumes are still 25% below levels 10 years ago and 3% below the 20-year average prior to the 2008/09 recession." — Goldman Sachs, February 2016; "Despite some indications that non-residential construction spending growth in the U.S. could be entering a mature phase of the cycle, there are some spots of steady growth in significant markets for GCP, such as the multifamily market and infrastructure spending with the passage of the Federal Aid Highway Program. These markets may help to boost overall growth above rates for total construction, in our opinion." — KeyBanc Capital Markets, May 2016"

""Strategically, the combination of PEP's SnackCo and MDLZ would create a global snack giant with leading market share positions across several sub-snack categories, with limited portfolio overlap." — Judy Hong, Goldman Sachs 3.25.13; "Assuming ~$3+ billion in 2016 synergies, a 25% deal premium... we determine that a PEP acquisition of MDLZ could be accretive by ~15%-20% in the first full year." — Alexia Howard, Ali Dibadj, Steve Powers, Bernstein 4.22.13; "The potential for revenue synergies could reach ~$3 billion, based on the benchmark set by Mondelez / Cadbury." — Kevin Grundy, Dara Mohsenian and Matthew Grainger, Morgan Stanley 3.25.13; "The cost synergy opportunity is real. In our work published a few weeks ago, we embedded 9% of Mondelez revenues as synergies (or $3.4B)." — Bill Pecoriello, Consumer Edge 3.17.13; "A Merger Could Yield Significant Cost Savings: ...MDLZ's overall margins are well below those of its scaled global Food peers... leaving significant runway for cost savings, in our view." — Andrew Lazar, Barclays 3.22.13"

"During 2017, sales and operating profit performance for Garden Fresh Gourmet... were well below expectations, and we lowered our outlook for the second half of 2017 due to customer losses and failure to meet product distribution goals. Based upon the business performance in 2017, our reduced near-term outlook, and reduced expectations for sales, operating margins and discounted cash flows, we performed an interim impairment assessment in the second quarter, which resulted in a $64 million impairment charge. — Campbell Soup (FY18 10-K); In 2018, sales and operating performance were well below expectations due in part to competitive pressure and reduced margins. In the fourth quarter of 2018, as part of a strategic review initiated by a new leadership team and based on recent performance, we lowered our long-term outlook for future sales. In the fourth quarter of 2018, as part of our annual review of intangible assets, we recognized an impairment charge of $54 million. — Campbell Soup (FY18 10-K)"

"Vote AGAINST approval of dividend if PBR below 1x, ROE ranking in the bottom 50 percentile in TOPIX, and "dividend ratio below 30%" — SuMi TRUST Proxy Voting Policy. If a company's total shareholder return ratios were less than 30% and ROEs were below 8% for three consecutive years (excluding net loss-making companies), we would regard it as underpaying dividends. — Asset Management One Guidelines for Exercising Voting Rights (Japanese Equities). For Japanese issuers, we are generally supportive of dividend payouts that constitute 30 percent or more of net income — STATE STREET GLOBAL ADVISORS Global Proxy Voting and Engagement Policy. We will object if the following criteria apply (...) Dividend payout ratio is less than 25% and return on capital is below the market average for a long period of time (ROE is below the median of listed companies for the last three consecutive fiscal years) — NISSAY ASSET MANAGEMENT 2025 Policy and Criteria for Exercising Voting Rights in Japan."

"So, if GTT continues to do acquisitions and the capital markets remain open, they'll be fine. When the music stops and they actually perform, the value will collapse. The real value of GTT is below the face value of the equity. What my experience has told me is rarely do companies trade that level. So, chances are, it will not be an actionable acquisition. I think they will just turn into what I would call a zombie. So just kind of sit there, probably have a single-digit stock price. No real equity value, negative growth. And they'll just kind of bumble along. I mean, the markets do tolerate that type of business. But when the capital markets do become discerning, then at that point, maybe a distressed situation like a Frontier or a Windstream. And there may be an opportunity there. But usually there's such a convoluted capital structure that outside of bankruptcy, there's no way to actually action a deal. — CEO of one of GTT's top competitors"

"“Oh yeah. These are centers where we heard that they got organs from out of region and they would seem to come from a similar kind of procurement area. Like they would come from, say, Tennessee or something. And there would be literally a sort of hotline from the procuring team there to this center in our region asking if they want an organ...the fact was these guys were clearly getting them not in a sequential orderly way that would have put them next up for that organ, but rather there were local turndowns by local recipient centers and then all of a sudden it became this kind of free for all. And so, it never diverted effectively; it just stopped being part of the formal allocation process. This kind of thing, I suspect, is actually happening much more frequently than we know...I think this is how some centers get ahead in their numbers. It’s a below the radar screen kind of arrangement.” — Transplant surgeon, Utah center"

"In the case of SandRidge Energy, Carl Icahn may be just the treatment the company needs.....If one takes a close look at the performance of SandRidge in the cold, hard light of reality, it is difficult to make a case for management or to argue that their performance is serving shareholders well.....Between Oct. 1, 2016 and May 1, 2018, shares in SandRidge fell from $21.27 to $14.35. This means the management and directors at SandRidge have produced a return of -32.5 percent for investors.....When a company is performing as far below industry averages as SandRidge, a shakeup is warranted.....If negative 32 percent is what this board and management can produce after a bankruptcy eliminated most of their legacy issues, it may well be time to let someone else try. — Stuart T. MacDonald, Professor of Finance, University of Central Oklahoma, What is good for you isn’t always pleasant, The Journal Record (May 8, 2018)."

""Given the similarities between Hess and CLR’s ND Bakken plays, as an order of magnitude we suggest this is a reasonable starting point for how the market should value Hess’ Bakken acreage…[this] should alone justify a $24 per share uplift from current levels." — Bank of America Merrill Lynch (Sept 20, 2012); "The key, in our mind, to improving relative performance will be demonstrating improved capital discipline through substantially lowered overall spending in 2013 and removing funding risk through additional tax efficient disposals." — Credit Suisse (October 1, 2012); "…The question is whether it needs to cut deeper and more aggressively than it has. An extreme version could involve it becoming a "pureplay" Bakken producer..." — Goldman Sachs (June 11, 2012); "Below is our wish list of the initiatives we believe Hess could take to enhance shareholder value." — Citigroup (July 20, 2012)"

""Current ratings reflect support provided by the U.S. Treasury Department under the Senior Preferred Stock Purchase Agreements (PSPAs) and Fitch's view of the GSEs' policy role in the U.S. housing market. The PSPAs require the U.S. Treasury to inject funds if either GSE's net worth drops below zero, up to the agreement limits. As of 3Q24, aggregate availability under the PSPAs exceeded $250 billion, with the housing GSEs' combined net worth at $147 billion, currently indicating strong U.S. government backing. Fitch expects the incoming Trump administration to potentially explore options for taking the GSEs out of conservatorship. If the GSEs were to exit conservatorship while maintaining the PSPAs or similar support, their ratings could remain aligned with the U.S. sovereign rating." — Fitch Ratings, 1/8/25 (emphasis added)"

""Current ratings reflect support provided by the U.S. Treasury Department under the Senior Preferred Stock Purchase Agreements (PSPAs) and Fitch's view of the GSEs' policy role in the U.S. housing market. The PSPAs require the U.S. Treasury to inject funds if either GSE's net worth drops below zero, up to the agreement limits. As of 3Q24, aggregate availability under the PSPAs exceeded $250 billion, with the housing GSEs' combined net worth at $147 billion, currently indicating strong U.S. government backing. Fitch expects the incoming Trump administration to potentially explore options for taking the GSEs out of conservatorship. If the GSEs were to exit conservatorship while maintaining the PSPAs or similar support, their ratings could remain aligned with the U.S. sovereign rating." — Fitch Ratings, 1/8/25 (emphasis added)"

"Importantly, we'll have strong cash flow generation as a result of this transaction, about $1 billion in operating cash flow in the second year and accelerating, which means we can quickly de-lever from approximately 5 times to less than 3 times by the end of the second full year post-close... — CEO Jeff Simmons on Acquisition of Bayer by Elanco 8/20/2019; The global diversified strength of the combined business will generate enough cash flow for us to bring our leverage below 3 times adjusted EBITDA by the end of 2022. We realized the timing of our deleveraging is different than what we planned at the IPO by approximately two years. But we believe this delay is warranted by the compelling value proposition that our combined focused animal health company creates. — CFO Todd Young on Acquisition of Bayer by Elanco 8/20/2019"

""Our accomplishments are also a result of building a management team over the past 10 years...we are a team that delivers extraordinary results year after year." — Hasson on FIGS Q4 2021 earnings call; "[While I was there] we started building out this VP level of the organization below Trina and Heather. A CFO. A VP of Customer Experience from Fashion Nova. A VP of Product, All of them totally normal and capable people. None of them lasted a year. I don't know how they're scaling this organization. You have these normal people come in with ideas and experience and just wanting to execute on their ideas. But they are threatening to Trina and Heather. I really don't understand it, but there is something weird there." — Former Executive Interviewed by Spruce Point"

"“No, that's their income. So then you're looking at now our retail sales, because the single biggest opportunity for those supervisors is their 50% off list discount. That's the biggest component of their income. They get a small piece on their royalties, because they really haven't started building a sales organization yet to get rewards down below. Whereas someone up in the very top, they're $2+ million, they're probably working on very little retail margin, because they're not really retailers.” — Rich Goudis, CFO; “They're recruiters.” — Michael Johnson, CEO, Chairman; “They're building their sales organization, so more of their compensation or income is based on the commission structuring in their multiple level marketing.” — Rich Goudis, CFO"

"We are on board with [Third Point's] assessment of CPB's current situation. As evidenced by our earnings estimates, which are well below consensus, we are not constructive on Campbell's fundamentals... Campbell probably has more challenges/weaknesses in its immediate future than any other company we cover. We also agree with [Third Point] that the board of directors “exacerbated” Campbell's problems by apparently not having a succession plan in place. Given these problems, plus the fact that the Campbell shares are +28% since bottoming in early June (group median +5%), we concur with [Third Point] that a sale – if achievable – is the best way to create value for shareholders. — J.P. Morgan"

"Real estate, for Gilles, is an external revenue stream...So the final objective was to have state of the art facilities owned by him and rented back usually a bit over-averagely [sic] and combined with our leasing prices back to the business unit... And then usually, Eurofins acquires both [the real estate and operating business] and then internally sends back and forth invoicing and transactions to shift them... — Source B. These evaluations, valuations of real estate, usually are below market... experience has shown that Gilles usually got his way with a slightly lower—when I say slightly lower, anywhere between 5 and 10% below market valuation... — Source B."

""they dug themselves in a hole by pushing low cost as their primary value proposition," — Key competitor. "never understood it" and "Twist hadn’t invented a better mousetrap...anyone that had deep technical knowledge in the space was kind of like, how are you doing that? It didn’t compute." — Competitors. "very predatory" — Ex-Twist executive. "selling below the cost of their product" and "too much value out of the market for it to be profitable for anybody." — Ex-employee. "once you displace pricing and that badly, it’s impossible to lift it again"; "I don’t think they’ve ever going to recover from that." — Ex-employee."

""Norfolk Southern was the worst-performing stock last year of all the so-called Class 1 railroads that include Union Pacific, CSX and Canadian National Railway." — WSJ; "[I]f the company just hit the high end [of guidance] every year for the next three years, NSC’s OR would still be below where its East Coast peer was in 2023. We do not view new financial guidance as closing the gap with competitors as management suggested..." — TD Cowen; "Norfolk has long been an underperforming self-help story that simply can’t figure out how to help themselves, and this quarter that trend looks to be continuing." — Stifel"

"With the exception of the information below, we have no observations to make on the sincerity and consistency with the annual accounts of the information given in the management report of the chairman and in the other documents on the financial situation and the annual accounts address the sole shareholder. In application of the law, we inform you that the information relating to the payment periods provided for in article D. 441-6 of the commercial code is not mentioned in the management report. Consequently, we cannot attest to their sincerity and their consistency with the annual accounts. — Deloitte"

"Revenue Sharing. Tuition (less any Tuition Waivers as permitted under Section 2(c)) will be collected by Illinois for all Degree Courses and Degree Programs, and shall be shared with Coursera in the percentages set forth below. i. iMBA Degree Program. Contingent on the Roadmap being completed as set forth in Attachment C, tuition revenue share for the iMBA Degree Program will be [redacted] to Illinois and [redacted] to Coursera from Degree Launch through Spring Semester 2018; and 60% to Illinois and 40% to Coursera beginning Summer 2018, and continuing for the duration of the iMBA Degree Program."

"I think your second question was on our final landing for 2015 and versus what could have been a previous assumption around the middle of the year. What is true is that the mild conditions in the fall have been negative for all the textile sales that we have in some of our stores. Our vision is nevertheless that we performed better than specialized retailers in textile. You probably have more data than us on that front and you might have heard that most of the specialized retailers have had a very tough time. But we did a little below our initial expectation. — Giscard d'Estaing"

"“Retail leasing activity increased significantly in the first quarter of 2010, with total in-line and outparcel tenant leasing deals covering 1.36 million square feet signed, an increase of 21% over the same period of last year. Within total deals, the number of new lease deals grew 84%, representing new deal square footage of approximately 284 thousand square feet. Although rents remain below 2007 peak levels, they have stabilized. As sales continue their upward trend, the Company expects lease rates to reflect those increases over time.” — GGP Q1’10 Operating Supplement"

""We heard investors and reducing our leverage ratio is a priority for us. Our aim is to bring the business down to below 4x total net debt to adjusted EBITDA as soon as possible." — Mr. Proud, Q1 2024 earnings call; "We are committed to driving our leverage ratio below 4x net debt to adjusted EBITDA, including the converts as quickly as possible." — Mr. Proud, Q2 2024 earnings call; "We understand the importance of reducing our leverage, and we have set a clear target to reduce it below 4x total net debt to adjusted EBITDA." — Mr. Proud, Q3 2024 earnings call"

"And the class of '20 and class of 2021 are the best class of stores we've ever opened. — CFO Lang, GS Conf. Sept 8, 2022; And so that's part of the reason our CapEx costs are going up is because we're doing more of that. — CFO Lang, Stephens Conf. Dec 2, 2021; Based on challenging macroeconomic conditions, our class of 2022 and class of 2023 new stores are estimated to be below these targets. — 2023 10-K, Feb 22, 2024; We expect about 25% to 30% of our planned 2024 new warehouse store openings could be in smaller format stores. — Q4'23 Conf Call, Feb 2024"

""The Company's reported effective tax rate was 21.4% in 2018, 34.5% in 2017, and 23.8% in 2016. As discussed below, the provision for income taxes included charges of $3.6 million in 2018 and $72 million in 2017 related to the Tax Cuts and Jobs Act ("the Act") which had the effect of increasing our effective tax rate by 0.6% and 12.5% in 2018 and 2017, respectively. The 2018 effective tax rate also included a benefit of 0.7% associated with the one-time gain related to the settlement of the Biotix contingent consideration." — Mettler-Toledo SEC Filing"

"The parties hereto desire to amend the Credit Agreement: (i) to increase the aggregate Revolving Credit Commitments from $50,000,000 to $75,000,000; (ii) to add KeyBank National Association “KeyBank”, by joinder, as a Lender under the Credit Agreement, with a Revolving Credit Commitment of $25,000,000; (iii) to permit the Borrowers to grant a subordinate purchase-money security interest to Merial LLC (“Merial”); and (iv) to make various technical corrections and other modifications, all as set forth below. — PETQ Q2 FY18 10-Q: Amended Credit Agreement"

"CTC's commercial paper rating could be downgraded to P-3 if a material weakening of liquidity occurs at any of its three business segments, if a material deterioration occurs in the bank's credit card portfolio quality or capital levels, if a deterioration in Retail market position occurs, reflected by sustained weakening of comparable sales and declining profitability or if it sustains consolidated adjusted Debt/EBITDA above 5x (4.8x for LTM Q1/2019) and EBIT/Interest below 4.5x (3.9x for LTM Q1/2019). — Moody's Rating Report, June 7, 2019"

""We will aim to be below 80 percent [operating ratio] in the year 2000. Ambitious goals? Perhaps, but I am convinced that they must be achieved." — Paul M. Tellier, CN’s 1996 Annual Report (April 1997); "With an operating ratio of 62.3% during 1997, Illinois Central is one of the most efficiently operating railroads in North America. As a result, a portion of the anticipated synergies from the Acquisition will be derived from the application of Illinois Central’s ‘best practices’." — CN / IC Merger Debt Securities Prospectus (May 1998)"

""Research into automated insulin delivery - both ours and academic - has demonstrated that any sensor with a MARD below 10 will be suitable for use in closed loop systems, which means that all four commercially available sensors (Senseonics, Medtronic, Dexcom, Abbott) operate in an acceptable range for closed loop, effectively rendering the conversation about MARD moot.... Any concerns about bias in any particular sensor can be accounted for in software...." — Current Employee, Diabetes-Related Medical Tech Company"

""The one issue that people bring up is the fact that the fidelities on the machine that's on Braket are not great or not exceptional; I mean, they could be better. It was one of these companies that we work with, it's a finance company, but I don't feel comfortable sharing their name. Very large company. They said the qubit fidelity was not on par, was essentially not what they expected, and I think they were referring to the fact that it is below the Honeywell machine." — Executive of a key IonQ partner, QCWare"

"Under the terms of the amended MIPA, it was agreed with the Sellers, that (i) revenue and EBITDA of Pub Ocean will be attributed towards Sellers' revenue and EBITDA targets under the MIPA with Perion; and (ii) Sellers will bear 40% of the cost of milestone payments that are ultimately payable to Pub Ocean under the Asset Purchase Agreement (as defined below), which will be paid solely by deductions from their own earn-out payments and certain escrowed amounts. — Perion 20-F Reports and Spruce Point analysis"

""[We] designed our mid-cycle methodology around the 2012 to 2019 time frame. You had cycles of strong margins and weak margins during that period of time." — Phillips 66 IR, March 14, 2024; "Q: ...[W]hen you look at the differences... between Wall Street and that $14 billion, where do you think the biggest delta still are? Is it chems? Is it refining? A: The biggest delta is in refining and well below mid-cycle refining environments baked into the '25, '26 outlook..." — Mark Lashier, January 7, 2025"

""[We] designed our mid-cycle methodology around the 2012 to 2019 time frame. You had cycles of strong margins and weak margins during that period of time." — Phillips 66 IR, March 14, 2024; "Q: ...[W]hen you look at the differences... between Wall Street and that $14 billion, where do you think the biggest delta still are? Is it chems? Is it refining? A: The biggest delta is in refining and well below mid-cycle refining environments baked into the '25, '26 outlook..." — Mark Lashier, January 7, 2025"

""[We] designed our mid-cycle methodology around the 2012 to 2019 time frame. You had cycles of strong margins and weak margins during that period of time." — Phillips 66 IR, March 14, 2024; "Q: ...[W]hen you look at the differences... between Wall Street and that $14 billion, where do you think the biggest delta still are? Is it chems? Is it refining? A: The biggest delta is in refining and well below mid-cycle refining environments baked into the '25, '26 outlook..." — Mark Lashier, January 7, 2025"

""As a result of the Company’s performance and in consideration of management’s transformation accomplishments and the importance of retaining and motivating IC-eligible executives and managers to complete the separation, the Compensation Committee approved a 34.2 percentage point increase (an aggregate increase of approximately $16.8 million for all IC-eligible participants) to the attained IC pool, resulting in a final below-target IC payout of 88.5%." — Alcoa 2016 Proxy Statement (for FY 2015)"

"I would categorize Dropbox revenue growth as mid-growth (~20% YoY top-line growth). The interesting part is in the net income and free cash flow. The Company has guided to $1.6 billion revenue in FY19. If we apply a 20% growth rate to FY20, that would imply a ~$1.9 billion revenue. If we take management estimates of $375m of free cash flow, it would imply ~20x forward EV/FCF, below high growth profitable peers that routinely trade at 50x EV/FCF. — Seeking Alpha, "Finding Value in SaaS, Jan 2020"

"“I arrived at Siemens at a very difficult moment... Siemens needed to execute more rapidly, and to do that we had to take a hard look at both our organizational structure and whether we had the right people in the right jobs. Within months of my taking over, we replaced about 80% of the top level of executives, 70% of the next level down, and 40% of the level below that.” — Peter Löscher, The CEO of Siemens on Using a Scandal to Drive Change, Harvard Business Review, November 2012"

"Our third quarter results were shaped by ongoing challenges associated with weaker demand than forecasted, downstream destocking above what we expected, and heightened competitive dynamics in both the TiO2 and zircon markets. While a competitor's insolvency proceedings are expected to benefit Tronox's future sales volumes, we saw a temporary headwind in the third quarter with more aggressive liquidation of inventory at below-market pricing. — Chief Executive Officer John Romano"

""The impact was relatively minor in the quarter. When we changed the methodology with respect to how we record recoveries from a cash basis to an accrual basis, we did that in Q3 as we talked about at that time. We said there would be a spillover effect into Q4. It's probably a few million bucks on the write-off rate, and we've disclosed that in the MD&A, in the schedule, the mice print below the, if you will, the table." — Dean McCann, CFO, Q4 2018 Call, February 14, 2019"

"“And if you do come in below that target or budget, I mean do you think – would we expect to see you drill incremental wells for the same CapEx over the year, or just come out with a lower CapEx budget?” ... “our goal is to accelerate value. We have a deep multi-decade inventory and we want to bring as much of that value forward. So, our plan would be to leverage those efficiencies and be able to drill additional wells…” — Rick Bott, Continental President & COO"

"As a result of performing the above, we identified the greatest potential for fraud in the following area, and our specific procedures performed to address it are described below: Revenue recognition (topside journals posted to revenue): Using our analytics tools we performed an analysis over the top topside journals posted to revenue near to year end and obtained the rationale and corroborative evidence for such journals. — Deloitte"

"D2D has proven a sales boon to some big pest control players, and a bust to others who have tried and failed at D2D for myriad reasons: evolving consumer attitudes, an untrained sales force, the sheer cost of running a robust D2D program, the stress of maintaining quality service promises when sales flood in, and below-average client retention (nearing 50 percent cancellation rates, depending on who you ask.) — PCT Magazine"

"Using an ‘all-in’ tax rate of 23%, we arrive at a tax liability of approximately $5.75 billion, an amount markedly below the $10 billion in tax leakage that PSX has guided to. PSX, in the aforementioned presentation, noted that its adjusted bases in its Midstream assets approximated $4.4 billion. This is inconsistent, to a considerable degree, with the work we and other professionals have performed. — Robert Willens C.P.A."

"Using an ‘all-in’ tax rate of 23%, we arrive at a tax liability of approximately $5.75 billion, an amount markedly below the $10 billion in tax leakage that PSX has guided to. PSX, in the aforementioned presentation, noted that its adjusted bases in its Midstream assets approximated $4.4 billion. This is inconsistent, to a considerable degree, with the work we and other professionals have performed. — Robert Willens C.P.A."

""For the Lab Products & Services Division, Sartorius now anticipates that due to the softer economic environment, the lower range of the division's sales forecast of about 5% to 9% will be reached. The division's underlying EBITDA margin is expected to be just below 20% (previous guidance: slightly above 20%), with the operating increase accounting for about half a percentage point" — Sartorius Guidance Cut 7/19/2019"

"Technology innovation and new product development are critical to our plan as well as our core competencies and priorities for GCP. I would like to highlight 2 new products that strengthen our leading below-grade waterproofing portfolio. We have launched Preprufe 800PA, a nonrubberized asphalt-based solution to strengthen our position in North America. — GCP Nov 6, 2019 Earnings Call"

""The average Joes and below - 70 / 30 is what they expect." — Former Senior Employee, Premier and Vizient; "GPOs are using rebates as the fulcrum to win new business. It will be higher than 65% once [Premier renewals] come up." — Former Senior Employee, Premier; "We need to keep Premier honest. I wouldn't be surprised if we got closer to 80%...." — Former Senior Employee, Premier"

""[We] designed our mid-cycle methodology around the 2012-to-2019-time frame. You had cycles of strong margins and weak margins during that period of time." — Phillips 66 Investor Relations, March 14, 2024; "The biggest delta is in refining and well below mid-cycle refining environments baked into the '25, '26 outlook." — Phillips 66 CEO Mark Lashier, January 7, 2025"