Transcript: Nightly Business Report – September 26, 2016

NBR-ThumANNOUNCER: This is NIGHTLY BUSINESS REPORT with Tyler Mathisen and Sue
Herera.

TYLER MATHISEN, NIGHTLY BUSINESS REPORT ANCHOR: Attention shift. The Fed was so last week. Now investors have shifted to the debate. And they`re riveted and nervous.

SUE HERERA, NIGHTLY BUSINESS REPORT ANCHOR: Potential suitors. Two high-
profile companies may be considering buying Twitter — Disney (NYSE:DIS)
and Microsoft (NASDAQ:MSFT).

MATHISEN: And the king. Arnold Palmer was a legend on the links, but his
legacy in business will also live on.

Those stories and more tonight on NIGHTLY BUSINESS REPORT for Monday,
September 26th.

HERERA: Good evening, everyone, and welcome.

Investors are getting nervous. Some on Wall Street say it`s because of the
presidential elections and the tightening race as we head into the first
debate between Hillary and Donald Trump. The election is starting to look
more and more like a coin toss, the polls are narrowing, uncertainty is
increasing and according to many strategists that could usher in a period
of volatility.

The Dow Jones Industrial Average fell 166 points to 18,094, the NASDAQ
dropped 48, the S&P 500 was off 18.

But the election wasn`t the only thing that weighed on the market today.

Dominic Chu explains from the New York Stock Exchange.

(BEGIN VIDEOTAPE)

DOMINIC CHU, NIGHTLY BUSINESS REPORT CORRESPONDENT: The U.S. stock markets
took a turn lower on Monday and it was the financial stocks that really
dragged down the major indices. Among the worst performing stocks from the
day, regional banks like SunTrust and Comerica (NYSE:CMA), as well as
bigger banks like Bank of America (NYSE:BAC).

Interest rates moved lower as traders bought the safety of treasuries and
lower rates have generally been seen as hurting bank profits. But a lot of
today may also have been about the weakness in European markets and
specifically their large banks. You`ve got German banking giant Deutsche
Bank moving lower on reports the government over there wouldn`t be as
likely to help the bank in its efforts to fight financial liabilities here
in the U.S.

Now, remember, Deutsche Bank is facing a probe by regulators who may impose
substantial penalties tied to the financial crisis and mortgage bonds.

Wunderlich chief market strategist Art Hogan said it looked like Deutsche
Bank sneezed and everybody else caught the cold.

On the flip side, though, many energy stocks outperformed, oil prices moved
higher. Those oil ministers gathering in Algeria for talks on what to do
about supplies.

And election concerns also perhaps part of the story. Schwab managing
director Randy Frederick attributed some of the weakness today to investors
lightning up on stock exposure ahead of tonight`s presidential debate.

Other traders though say it`s a little bit too early to tell if the markets
will be impacted by what`s currently happening in the race for the White
House.

Now, regardless, stocks are weaker, treasury bonds strengthening.
September has been a rough month for stocks historically. So, financial
stocks will certainly be ones to watch in the coming weeks, as well as
energy.

For NIGHTLY BUSINESS REPORT, I`m Dominic Chu from the New York Stock
Exchange.

(END VIDEOTAPE)

MATHISEN: So, what can investors expect to hear from Hillary Clinton and
Donald Trump in tonight`s first one-on-one encounter?

John Harwood is in Hempstead, New York, at Hofstra University, which hosts
the debate.

So, John, what does Donald Trump need to accomplish tonight?

JOHN HARWOOD, NIGHTLY BUSINESS REPORT CORRESPONDENT: Tyler, Donald Trump`s
task is pretty. He has about 60 percent of the electorate now saying they
don`t think he has the temperament and experience to be president. He
needs to change minds. He needs to add votes, because he is slightly
behind Hillary Clinton. The targets of his suiting, courting tonight, are
college-educated white voters. He needs to show some policy depth and some
temperamental steadiness to bring them aboard.

HERERA: And what about Hillary Clinton? What`s her task tonight, John?

HARWOOD: Well, hers is much different, Sue. Hillary Clinton is deemed
ready for the job by a large majority of people in the country, but she`s
not generating tremendous amount of enthusiasm. And so, if Hillary Clinton
cannot inject more passion into her voters, especially young people, she
may have difficulty turning them out in the numbers she needs to hold that
Obama coalition together.

MATHISEN: John, what does story say? Do debates ever change elections?

HARWOOD: There`s a big debate among historians about that fact. There are
some elections like 1960, Kennedy/Nixon, where people assumed that it had
some impact. It hasn`t really been shown definitively. Same with Reagan
and Mondale in 1908.

But the one clearest case that we have seen was in 2000. Al Gore was the
vice president, George W. Bush, the Texas governor. Heading into that
debate, Al Gore held a lead of eight points in the Gallup poll over George
W. Bush. After that debate, the first of the three, it was even. After
the second debate, Bush up two points. After the third debate, he was up
four points.

The race turned around in the space of that time for those three debates.
And even though Al Gore ended up catching Bush and winning more popular
votes, he did not get to the White House, and the debates were part of it.

HERERA: What about the popularity issue? Neither one of the candidates is
all that popular with the electorate. Either one of them have to show
their softer side, perhaps, tonight? Or a different side than what they
have been showing on the campaign trail? Or not?

HARWOOD: Well, both of them do. And the disaffection of many voters is
what lends an air of volatility to the end of the campaign. Even though
the vast majority have long since picked sides in terms of what they think
about Donald Trump, and what they think about Hillary Clinton, you still do
have a critical core of people, maybe 20 percent of the electorate, who
really assistant like either one of these candidates. And so, what kind of
impression they may get from this mega event, maybe 100 million people
watching, could be decisive in what they decide to do or whether they vote
at all.

MATHISEN: All right, John. Going to be an interesting night. John
Harwood in Hempstead, New York.

HERERA: So, how might tonight`s presidential debate weigh or help the
financial market in the days and weeks ahead.

David Lefkowitz joins us, senior equity strategist at UBS.

David, welcome, as always.

You know, John mentioned the record numbers that are expected to tune in to
tonight`s debate. But from a Wall Street perspective, how important is the
event tonight?

DAVID LEFKOWITZ, UBS SENIOR EQUITY STRATEGIST: Oh, I think the debate is
just one part of the obvious election process. And I think there could be
different implications for markets, depending on who does ultimately win
the election. I think investors tend to look at this through the lens of
uncertainty.

And the Clinton victory would be a continuation of most of the status quo,
and most of the policies that have been in place over the last eight years
under the Obama administration. Whereas if we did have a switch in the
White House to the Republican Party, and Trump begins to gain and becomes
the president, then that`s probably going to be at least initially a little
bit more uncertain. And I think investors are going to potentially see a
little bit of volatility if that were start to become the higher
probability, just primarily because we don`t know exactly what policies
will be pursued by a President Trump.

MATHISEN: But let`s say there is a President Trump. Would Wall Street
tend to favor his approach on corporate taxes as opposed to Secretary
Clinton`s, which I don`t think has really been fleshed out fully yet?

LEFKOWITZ: Yes. I mean, I think that`s an important point, Tyler. That
there could be some uncertainty initially around President Trump, because I
think the broad mosaic of his policies haven`t been fleshed out as much as
Secretary Clinton`s. But at the end of the day if there is one candidate
that has better policies more pro-growth and he said up leading to higher
corporate profits, the stock market could eventually come around and
gravitate to that outcome. And it could end up being positive for Trump,
even though initially there might be some more uncertainty at the
beginning.

MATHISEN: You know, David, you justified touched on to Ty`s point, the
lack of detail from both candidates on certain issues. Is that what`s
really important to Wall Street, is getting some clarity and transparency
as to what their policies really on issues?

LEFKOWITZ: I think it is. I think investors at the end of the day, Sue,
they want to understand the rules of the road. And to the extent that a
change in who occupies the — which party occupies the White House, that`s
going to be — there is going to be some change in the policy. And I think
that could lead to some uncertainty.

But at the end of the day, we will eventually get more policy clarity once
someone is in that seat. And that should diminish things.

Now, you know, a president and a policy that a president pursues can
certainly impact the economic environment. But also, that person is going
to have to work with Congress and Congress is going to — sometimes is
going to be hard to get a lot of these proposals through Congress. So, I
think we have to keep that in mind, as well.

HERERA: Absolutely. On that note, David, thank you very much.

LEFKOWITZ: My pleasure.

HERERA: David Lefkowitz with UBS.

Ty?

MATHISEN: Well, the audience for tonight`s debate is expected to be
mammoth. The event could be watched by more than 100 million people.
That`s nearly as many as this year`s Super Bowl. And those numbers are
commanding high advertising rates.

Julia Boorstin has more.

(BEGIN VIDEOTAPE)

JULIA BOORSTIN, NIGHTLY BUSINESS REPORT CORRESPONDENT: The first
presidential debate is expected to be a record-breaker, with between 80
million and 100 million people tuning in. Nearly as many as watched this
year`s Super Bowl. It`s airing on a record variety of platforms, not just
the broadcast networks and cable channels. There`s also live-streaming on
Twitter, Facebook (NASDAQ:FB), YouTube and the Huffington Post among
others.

And despite the fact that there are no commercial breaks, broadcasters are
expected to cash in on ads before and after the debate. Broadcasters have
virtually no cost to carry the debate and CNN, NBC are selling out of ad
time with 30-second spots selling north of $200,000 at NBC and CBS
(NYSE:CBS). Higher than rates for the 2012 debates.

Advertisers are playing into the action by customizing spots like this Audi
ad about two valets duking it out. And Tecate`s spot makes a joke about a
wall between Mexico and the U.S. made out of beer cans.

The debate is expected to be a blow to ESPN`s Monday night football
ratings, and the debate`s numbers will be closely watched for a sign of
what to expect for ad rates around the rest of the debates, as well as
Election Day. The highly contested race is certainly a win for
broadcasters.

Back over to you.

(END VIDEOTAPE)

HERERA: Julia, thank you very much. Julia Boorstin, reporting.

As Dominic Chu mentioned a bit earlier on our program, concerns about
Deutsche Bank weighed on the financial sector, which contributed to the
broader market decline. Investors are worried about the bank`s capital
position after a German magazine said Chancellor Angela Merkel has ruled
outstate assistance for the lender. But Deutsche Bank says it doesn`t need
the government help ahead of a legal settlement with the Justice Department
over a mortgage securities investigation.

U.S. listed shares of Deutsche Bank fell about 7 percent today.

MATHISEN: In the oil market, there was renewed hope today that the major
oil exporters will agree to limit production to help absorb some of the
excess crude in the market. That sent the price of domestic crude higher
by about 3 percent on the day. OPEC members are meeting informally on the
sidelines of the international energy forum in Algiers.

And tonight, Hadley Gamble is there.

(BEGIN VIDEOTAPE)

HADLEY GAMBLE, NIGHTLY BUSINESS REPORT CORRESPONDENT: Well, we`re here on
the coast of North Africa for the kickoff of the international energy
forum. It`s a meeting of non-OPEC and OPEC oil producers and the big
question is what, if anything, will come of this meeting?

We`ve heard a lot of speculation over the last 24 hours. We`ve heard from
the Russian building minister saying any agreement is noncritical for his
country. We`ve heard from the Iraqi oil minister, he says all options on
the table. And the Algerian oil minister has said no one wants to walk
away from this meeting without some kind of an agreement.

The big question, of course, has Saudi Arabia decided to declare victory in
its battle for market share over these U.S. oil producers? And the
question, of course, for Iran is whether or they will agree to a freeze
when they`re trying so desperately to back to pre-sanction levels of
output, as well as rebuilding their economy after these years of sanctions?

And, of course, all of this happening against the backdrop of the failure
of the U.S./Russia ceasefire agreement Syria. So, Saudi Arabia, Iran and
Russia, all of them with big stakes in the game.

For NIGHTLY BUSINESS REPORT in Algiers, I`m Hadley Gamble.

(END VIDEOTAPE)

HERERA: Still ahead, #biddingwar? Two more behemoths are reportedly
considering making an offer for troubled Twitter.

(MUSIC)

MATHISEN: Speculation is swirling today that Disney (NYSE:DIS) and
Microsoft (NASDAQ:MSFT) are both interested in the social media company,
Twitter. CNBC reports that Microsoft (NASDAQ:MSFT) is preparing a bid.
Bloomberg says Disney (NYSE:DIS) is working with financial advisers on one.

Tuna Amobi is senior analyst at S&P global market intelligence, and he
covers Disney (NYSE:DIS).

Tuna, welcome. Good to have you with us.

Why would Disney (NYSE:DIS) want Twitter?

TUNA AMOBI, S&P GLOBAL INTELLIGENCE MEDIA ANALYST: Well, I think the
answer is simple. I think it provides them potentially, another avenue to
distribute the content, target a very precise audience and perhaps to
monetize, you know, billions of dollars in content, which they have already
created. Now, the deal looks good on paper, but I think it`s going to come
down to what valuation Twitter is going to command. And this is one of the
details Wall Street is going to say there is up side but it`s got to come
down to the numbers.

HERERA: You know, Disney (NYSE:DIS) is renown for cross-platforming. They
have done that very successfully for a number of years. Twitter generates
a lot of buzz. How important is the buzz for Disney (NYSE:DIS)?

AMOBI: Well, you know, I think that buzz is going to be, you know, more
and more important as Disney (NYSE:DIS) continues to target, you know, the
highly coveted, you know, audience that`s, you know, aggregating on digital
platforms. Disney (NYSE:DIS) just recently made a deal for BamTech, which
is a streaming video platform that`s owned by the Major League Baseball.

There is a possibility that they might look to leverage that asset with
ESPN, with Twitter. Which itself has kind of reinvented itself from a
social media platform to media company. As you know, Twitter is just
currently streaming NFL games, and they have got pacts with the pro sports
organizations. That`s an area where ESPN is really looking to, you know,
diversify its viewership across all the platforms.

So, there is potential synergy there.

MATHISEN: Why do you think Disney (NYSE:DIS) would be better at monetizing
the platform than Twitter has been? Because Twitter hasn`t been all that
good. And second question, what`s a fair price for Twitter?

AMOBI: Well, first, I think, you know, Disney (NYSE:DIS) has a lot of
expertise in terms of monetizing, you know, digital content. They
certainly have much more financial wherewithal. They`ve got a lot of
relationships.

So, I foresee a situation where sports, news and entertainment is going to
come together. In terms of the fair price for Twitter, frankly, the number
that I have heard thrown around doesn`t make sense on first glance for
Disney (NYSE:DIS). If you consider that Disney (NYSE:DIS), all the recent
acquisitions they`ve had, whether it`s Marvel, Lucas Film or Pixar, those
are pretty known quantities. Twitter, on the hand, is a little bit of
tossup in terms of the potential here.

And the price has been thrown around, frankly, I think is making some Wall
Street people a little bit skeptical including ourselves when you consider
those interested in that aspect.

MATHISEN: All right. Tuna, thanks. Tuna Amobi with S&P Global Market
Intelligence.

AMOBI: Thank you.

MATHISEN: Mylan (NASDAQ:MYL) may have underreported the amount it makes on
EpiPens. The drug company`s profit is reportedly 60 percent higher than
what its CEO told Congress when she testified last week. At that hearing,
Heather Bresch said profits were just $100 for a two-pack of the injectors,
despite a more than $600 list price. But that number includes taxes.

As reported by “The Wall Street Journal”, without that tax-related
reduction, Mylan (NASDAQ:MYL)`s profit on the EpiPen two-pack is closer to
$160.

MATHISEN: Two former Wells Fargo (NYSE:WFC) employees have filed a class
action suit in California. The lawsuit seeks more than $2.5 billion for
workers who are allegedly demoted or fired after trying to meet aggressive
sales quotas without engaging in fraud. The filing says Wells Fargo
(NYSE:WFC) promoted employees who met the quotas by opening fraudulent
accounts but fired those who failed to meet the targets. Fifty-three
hundred Wells Fargo (NYSE:WFC) employees were fired.

Separately, Wells Fargo (NYSE:WFC)`s John Stumpf will reportedly get more
than $120 million in severance if he walks away from the bank.

HERERA: Senator Mark Warner is asking the Securities and Exchange
Commission to investigate Yahoo (NASDAQ:YHOO)`s massive hack. Senator
Warner wants to know if senior executives at that company fulfilled their
obligations to disclose the breach to investors and the public. The hack
affected about 500 million users. Now, there is some speculation about
what the hack could mean for Verizon (NYSE:VZ)`s acquisition of Yahoo
(NASDAQ:YHOO)`s core assets.

In an interview on CNBC, the CEO of Verizon (NYSE:VZ)-owned AOL (NYSE:AOL)
said he`s concerned about consumer trust and that still very early.

(BEGIN VIDEO CLIP)

TIM ARMSTRONG, AOL (NYSE:AOL) CHAIRMAN & CEO: The situation right now is
we have the integration work going on, which is the deal that we signed
with Yahoo (NASDAQ:YHOO). The data issue we found out about last week. So
I would separate the two areas into we`re working with Yahoo (NASDAQ:YHOO)
right now to really get into the data situation and figure out what it is
and we`re very early stage on that right now.

(END VIDEO CLIP)

HERERA: Shares of Yahoo (NASDAQ:YHOO) and Verizon (NYSE:VZ) both fell
today.

MATHISEN: Pfizer (NYSE:PFE) says it is not splitting up, and that`s where
we begin tonight`s “Market Focus”.

The pharmaceutical giant said it has dropped plans to divide its new and
established medical lines into two publicly traded companies ended years of
speculation over a potential split. The drug maker says it can maximize
shareholder value in its current form. Pfizer (NYSE:PFE) says the position
won`t impact its guidance for 2016. Shares of Pfizer (NYSE:PFE) down
nearly 2 percent at $33.64.

Meantime, shares of GW Pharmaceuticals surged today after the biotech giant
announced positive results from its second late-stage trial of a drug for
childhood epilepsy. The pharma company said it expects to file for FDA
approval for the treatment in the first half of next year. Shares of GW
Pharma up 17 percent to $126.06.

And Carnival (NYSE:CCL) posts its strongest quarterly earnings report ever.
The Miami company was helped by higher ticket prices and lower fuel costs.
The cruise ship operator saw profits rise 17 percent to nearly $1.5
billion. The company`s North American and European brands all had strong
performances, prompting carnival to raise its full-year earnings guidance.
Yet shares fell almost 2 percent to $46.47.

HERERA: Sales at Cal-Maine Food plunged more than 60 percent and the egg
producer posted lower than expected earnings. The company cited an
increase in egg supply as well as falling prices as the reasons for the
miss. Cal-Maine also said it will not pay a dividend for the quarter.
Shares of Cal-Maine fell 2.5 percent to $41.08.

Yum Brands (NYSE:YUM), the owner of KFC, Taco Bell and Pizza Hut, is hiking
its dividend 11 percent. That`s a nickel increase to 51 cents a share.
Also, the company`s board gave the green light to spinoff its China unit,
which it expects to begin trading separately in November. Yum shares down
more than a percent today to $89.52.

And the CEO of Lands` End is stepping down. Federica Marchionni is out
after less than two years of the clothing retailer. It`s been reported the
former exec and high end fashion label Dolce and Gabanna encountered a
culture clash and core customers seemed to resist her vision of
transforming the struggling retailer. Lands` End plunged 14 percent to
$15.46.

MATHISEN: Well, uncertainty isn`t just growing in the market ahead of the
first presidential debate. It`s also blossoming on Main Street.

Kate Rogers (NYSE:ROG) tells us what matters most to small business this
election year.

(BEGIN VIDEOTAPE)

KATE ROGERS, NIGHTLY BUSINESS REPORT CORRESPONDENT: Recent data from the
National Federation of Independent Business finds political uncertainties
at an all-time high. Something that resonates with Mike Stanek, owner of
Cleveland Cycle Tours in Ohio. He cites complex taxes among his top
concerns and he`s seeking more consistency from Washington so he can better
plan for his business.

MIKE STANEK, CLEVELAND CYCLE TOURS OWNER: Every year, the extenders have
to be reauthorized by Congress. And it always becomes a circus, if you
will. And they`re extended so late in the year that it`s difficult for
business of any size to react appropriately to them.

So, we really like to see those tax extenders put into the tax code rather
than played with every year.

ROGERS: For other small businesses, regulations are of concern. The
National Federation of Independent Business finds that complying with
government regulations was the top two issues for Main Street businesses,
annually costing small businesses with fewer than 50 employees more than
$11,000 per worker. Costs are some 30 percent less at margin larger
businesses.

Rick Snow, owner of Maine Indoor Karting in Scarborough, Maine, is
concerned about the Labor Department`s new overtime rules which go into
effect December 1st. The new rules will make more than 4 million salaried
employees eligible for overtime pay.

RICK SNOW, MAINE INDOOR KARTING OWNER: One of the biggest things that`s
concerned us is the upcoming overtime regulation for salaried employees.
Obviously, we don`t have the capacity to increase everyone`s payroll to
over $900, essentially a doubling of everyone`s pay.

ROGERS: Others like Jeff Wasden, owner of Proformance Apparel in
Littleton, Colorado, are looking for more support and clarity for the new
administration.

JEFF WASDEN, PROFORMANCE APPAREL OWNER: Like most business owners, we`re
not here to make $1 million. We`re here to take care of our family, our
employees. We`re a part of the community. That`s important to us.

And we really just want a government that will be supportive of businesses
like ours that will get out of the way, that will help create a fabric and
environment and regulatory culture that we can thrive. It has some
predictability and some certainty to allow us to be here in perpetuity, if
we so desire.

ROGERS: One thing for sure as Hillary Clinton and Donald Trump take the
stage in tonight`s debate, small business owners will be watching and
listening closely.

For NIGHTLY BUSINESS REPORT, I`m Kate Rogers (NYSE:ROG).

(END VIDEOTAPE)

MATHISEN: Coming up, Arnold Palmer not only was the king of golf, but also
a king of business.

(MUSIC)

HERERA: Here`s a look at what to watch tomorrow. Dow component Nike
(NYSE:NKE), which is facing increased competition, releases its quarterly
earnings. The Case-Shiller Home Price Index for July will give us another
read on the housing market.

The Senate is scheduled to resume debate on a spending bill that would keep
government running through the end of the fiscal year, which is September
30th. And that is what to watch for on Tuesday.

MATHISEN: Well, the golf world has lost a legend. Arnold Palmer, known
simply as “The King,” died yesterday at 87.

Some highlights of his remarkable career. He won a staggering 62 times on
the PGA tour, capturing seven majors, including four Masters, two British
opens and one U.S.

With all of his accolades on the links, Dom Chu tells us Arnie also had a
big impact in business.

(BEGIN VIDEOTAPE)

CHU: Perhaps no other man in the history golf did more to bring the main
to the Masters than Arnold Palmer, and he did so with a style and flair
that helped set the stage for golf, as we know it today.

But it`s off the golf course where Palmer parlayed his prowess on the links
into a business empire. His business and endorsement deals have made him
one of the richest sports figures in history. He`s endorsed dozens of
brands, everything from Cadillac to Hertz, to Rolex to Pennzoil.

ARNOLD PALMER, PRO GOLFER: Same Pennzoil, new package.

CHU: According to Forbes, his net worth is estimated to be around $875
million, and lands him at third among the world`s highest-paid athletes.

Palmer`s business empire has a variety of different operations. Among
them, a golf course design company that had a hand in the creation of over
300 golf courses all across the world. He had an ownership interest in
famed golf resort Pebble Beach. He teamed up with a lawyer named Mark
McCormack, and that relationship was a cornerstone to what would eventually
become sports agency giant International Managing Group or IMG.

He even licensed his name to one of his favorite drinks, a mixture of
lemonade and iced tea, the Arizona beverage company produces over 400
million cans of Arnold Palmer`s each year. And it`s fitting that
television propelled him to stardom in his early years. In 1995, he helped
start the Golf Channel, which at the time was the first-ever single sport
cable network.

This week, the golfing world converges in Chaska, Minnesota, for the USA
versus Europe Rider Cup Competition. It`s held every two years.
Remembering Arnold Palmer`s life and contribution to the game is expected
to be a part of the celebration.

But off the course, Palmer will be remembered as one of the kings of sports
marketing, laying the ground work for other athletes to follow in the
legacy he worked so hard to create.

For NIGHTLY BUSINESS REPORT, I`m Dominic Chu, at the New York Stock
Exchange.

(END VIDEOTAPE)

HERERA: And also a really nice man.

MATHISEN: Everyone said it. He didn`t so much swing at the ball as he
lashed at it.

HERERA: That does it for us tonight on NIGHTLY BUSINESS REPORT. I`m Sue
Herera. Thanks for joining us.

MATHISEN: I`m Tyler Mathisen. Have a great evening, everybody. We`ll see
you tomorrow.

END

Nightly Business Report transcripts and video are available on-line post
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the views of Nightly Business Report, or CNBC, Inc. Information presented
on Nightly Business Report is not and should not be considered as
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