Black & Decker 2011 Annual Report Download - page 49

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Company’s ability to limit interest expense to approximate $130 million and other-net to approximate $250 million ($210 million of
which is intangible amortization); (vi) obtaining a full year average share count in 2012 of 167.6 million shares (viii) successful
identification and consummation of acquisitions, as well as integration of existing businesses, that enhance the Company’s growth and
long term objectives; (ix) the continued acceptance of technologies used in the Company’s products and services; (x) the Company’s
ability to manage existing Sonitrol and Mac Tools franchisee and distributor relationships; (xi) the Company’s ability to minimize
costs associated with any sale or discontinuance of a business or product line, including any severance, restructuring, legal or other
costs; (xii) the proceeds realized with respect to any business or product line disposals; (xiii) the extent of any asset impairments with
respect to any businesses or product lines that are sold or discontinued as well as the Company’s ability to test and analyze the
possibility of asset impairment; (xiv) the success of the Company’s efforts to manage freight costs, steel and other commodity costs;
(xv) the Company’s ability to sustain or increase prices in order to, among other things, offset or mitigate the impact of steel, freight,
energy, non-ferrous commodity and other commodity costs and any inflation increases; (xvi) the Company’s ability to generate free
cash flow and maintain a strong debt to capital ratio; (xvii) the Company’s ability to identify and effectively execute productivity
improvements and cost reductions, while minimizing any associated restructuring charges; (xviii) the Company’s ability to obtain
favorable settlement of routine tax audits; (xix) the ability of the Company to generate earnings sufficient to realize future income tax
benefits during periods when temporary differences become deductible; (xx) the continued ability of the Company to access credit and
equity markets under satisfactory terms; and (xxi) the Company’s ability to negotiate satisfactory payment terms under which the
Company buys and sells goods, services, materials and products.
The Company’s ability to deliver the Results is also dependent upon: (i) the success of the Company’s innovative product
development and cross-selling efforts as well as its marketing and sales efforts; (ii) the ability of the Company to maintain or improve
production rates in the Company’s manufacturing facilities, respond to significant changes in product demand and fulfill demand for
new and existing products; (iii) the Company’s ability to continue improvements in working capital through effective management of
accounts receivable and inventory levels; (iv) the ability to continue successfully managing and defending claims and litigation,
including environmental claims and expenses; (v) the success of the Company’s efforts to mitigate any cost increases generated by, for
example, increases in the cost of energy or significant Chinese Renminbi or other currency appreciation; (vi) the geographic
distribution of the Company’s earnings; (vii) the Company’s investment of revenues in infrastructure improvements; (viii) the
commitment to and success of the Stanley Fulfillment System.
The Company’s ability to achieve the Results will also be affected by external factors. These external factors include: pricing pressure
and other changes within competitive markets; the continued consolidation of customers particularly in consumer channels; inventory
management pressures on the Company’s customers; the impact the tightened credit markets may have on the Company or its
customers or suppliers; the extent to which the Company has to write off accounts receivable or assets or experiences supply chain
disruptions in connection with bankruptcy filings by customers or suppliers; increasing competition; changes in laws, regulations and
policies that affect the Company, including, but not limited to trade, monetary, tax and fiscal policies and laws; the timing and extent
of any inflation or deflation; currency exchange fluctuations; the impact of dollar/foreign currency exchange and interest rates on the
competitiveness of products and the Company’s debt program; the strength of the U.S. and European economies; the extent to which
world-wide markets associated with homebuilding and remodeling stabilize and rebound; the impact of events that cause or may cause
disruption in the Company’s manufacturing, distribution and sales networks such as natural disasters, war, terrorist activities, and
political unrest; and recessionary or expansive trends in the economies of the world in which the Company operates, including, but not
limited to, the extent and duration of the current recession in the US economy and fluctuations in the securities markets.
Unless required by applicable federal securities laws, the Company undertakes no obligation to publicly update or revise any forward
looking statements to reflect events or circumstances that may arise after the date hereof. Investors are advised, however, to consult
any further disclosures made on related subjects in the Company’s reports filed with the Securities and Exchange Commission.
In addition to the foregoing, some of the agreements included as exhibits to this Annual Report on Form 10-K (whether incorporated
by reference to earlier filings or otherwise) may contain representations and warranties, recitals or other statements that appear to be
statements of fact. These agreements are included solely to provide investors with information regarding their terms and are not
intended to provide any other factual or disclosure information about the Company or the other parties to the agreements.
Representations and warranties, recitals, and other common disclosure provisions have been included in the agreements solely for the
benefit of the other parties to the applicable agreements and often are used as a means of allocating risk among the parties.
Accordingly, such statements (i) should not be treated as categorical statements of fact; (ii) may be qualified by disclosures that were
made to the other parties in connection with the negotiation of the applicable agreements, which disclosures are not necessarily
reflected in the agreement or included as exhibits hereto; (iii) may apply standards of materiality in a way that is different from what
may be viewed as material by or to investors in or lenders to the Company; and (iv) were made only as of the date of the applicable
agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly,
representations and warranties, recitals or other disclosures contained in agreements may not describe the actual state of affairs as of
the date they were made or at any other time and should not be relied on by any person other than the parties thereto in accordance
with their terms. Additional information about the Company may be found in this Annual Report on Form 10-K and the Company’s
other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.