Management Discussion & Analysis FORWARD-LOOKING STATEMENTS  78  2011 Annual Report  Alaris Royalty Corp. Statements containing forward-looking information by their nature involve numerous assumptions and  significant known and unknown facts and uncertainties of both a general and a specific nature. The  forward looking information contained herein are based on certain assumptions, including assumptions  regarding the performance of the Canadian and U.S. economies in 2012 and how that will affect our  business and our ability to identify and close new opportunities with new Private Company Partners; the  continuing ability of the Private Company Partners to pay the distributions; and the performance of the  Private Company Partners. Some of the factors that could affect future results and could cause results to  differ materially from those expressed in the forward looking statements contained herein include risks  relating to: the dependence of the Corporation on the Partners; risks relating to the Partners and their  businesses; reliance on key personnel; general economic conditions; failure to complete or realize the  anticipated benefits of transactions; limited diversification of Alaris’ transactions; management of future  growth; availability of future financing; competition; government regulation; leverage and restrictive  covenants under credit facilities; the ability of the Partners to terminate the various agreements with Alaris  unpredictability and potential volatility of the trading price of the common shares; fluctuations in the  amount of cash dividends; restrictions on the potential growth of the Corporation as a consequence of the  payment by Alaris of substantially all of its operating cash flow; income tax related risks; future sales of  common shares by significant shareholders; ability to recover from the Partners for defaults under the  various agreements with Alaris; potential conflicts of interest; dilution; and liquidity of Common Shares.  The information contained in this MD&A, including the information set forth under "Risks and  Uncertainty", identifies additional factors that could affect the operating results and performance of the  Corporation. Without limitation of the foregoing assumptions and risk factors, the forward looking  This MD&A contains forward looking statements. Statements other than statements of historical fact  contained in this MD&A may be forward looking statements, including, without limitation, management’s  expectations, intentions and beliefs concerning the growth, results of operations, performance and business  prospects and opportunities of the Corporation and the Partners, the general economy, the amount and  timing of the declaration and payment of dividends by the Corporation, the future financial position or  results of the Corporation, business strategy, growth opportunities, budgets, projected costs and plans and  objectives of or involving the Corporation or the Partners. In particular, this MD&A contains forward  looking statements regarding the revenues anticipated to be received from the Partners and the  Corporation's general and administrative expenses as well as the expected future performance of the  Partners. Many of these statements can be identified by looking for words such as "believe", "expects", "will",  "intends", "projects", "anticipates", "estimates", "continues" or similar words or the negative thereof. There  can be no assurance that the plans, intentions or expectations upon which these forward looking statements  are based will occur. Forward looking statements are subject to risks, uncertainties and assumptions and  should not be read as guarantees or assurances of future performance. Accordingly, readers are cautioned  not to place undue reliance on any forward looking information contained in this MD&A. Statements  containing forward looking information reflect management’s current beliefs and assumptions based on  information in its possession on the date of this MD&A. Although management believes that the  expectations represented in such forward looking statements are reasonable, there can be no assurance that  such expectations will prove to be correct.  The franchisees that operate the franchises systems are independent owners. The franchisees are bound by  the applicable franchise agreements to maintain certain standards and to operate within the franchise  system. However, the franchisees are not directly under the control of the franchisors and may not in all  cases comply with the requirements of the franchisors. The failure of a number of franchisees to comply  with the franchise agreements or to maintain the standards of the franchisors may have an adverse effect on  the applicable franchisor's brand and operating results.