Black & Decker 2014 Annual Report Download - page 54

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CAUTIONARY STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
Certain statements contained in this Annual Report on Form 10-K that are not historical, including but not limited to those
regarding the Company’s ability to: (i) achieve full year 2015 diluted EPS of approximately $5.65 - $5.85 on a GAAP basis
(inclusive of $50 million or $0.25 EPS of restructuring charges); (ii) generate at least $1.0 billion of free cash flow for 2015 ;
(iii) deliver continued dividend growth; (iv) reduce its basic share count by the share equivalent of up to $1.0 billion worth of
shares through 2015; and (v) achieve dependable organic growth in the 4-6% range as well as significantly expand operating
margin rates over the next 3-5 years (collectively, the “Results”); are “forward looking statements” and subject to risk and
uncertainty.
The Company’s ability to deliver the Results as described above is based on current expectations and involves inherent risks
and uncertainties, including factors listed below and other factors that could delay, divert, or change any of them, and could
cause actual outcomes and results to differ materially from current expectations. In addition to the risks, uncertainties and other
factors discussed elsewhere herein, the risks, uncertainties and other factors that could cause or contribute to actual results
differing materially from those expressed or implied in the forward looking statements include, without limitation, those set
forth under Item 1A Risk Factors hereto and any material changes thereto set forth in any subsequent Quarterly Reports on
Form 10-Q, or those contained in the Company’s other filings with the Securities and Exchange Commission, and those set
forth below.
The Company’s ability to deliver the Results is dependent, or based, upon: (i) the Company’s ability to generate organic net
sales increase of 3-4% driving approximately $0.45 to $0.55 of EPS accretion in 2015; (ii) the Company’s ability to
successfully execute cost actions within Security and other businesses, as well as achieve the anticipated pricing, commodity
deflation and synergies from the combination of the CDIY and IAR businesses yielding approximately $0.50 of EPS accretion
in 2015; (iii) the Company’s ability to drive an additional $0.09 to $0.12 of EPS accretion from lower average share count due
to share repurchases during 2015; (iv) foreign exchange headwinds being approximately $140 million, or $0.70 to $0.75 of EPS
in 2015; (v) the Company’s tax rate being relatively consistent with the 2014 rate; (vi) the Company’s ability to limit one-time
restructuring charges to approximately $50 million in 2015; (vii) the Company’s ability to capitalize on operational
improvements in both Security Europe and North America as well as execute on its divestiture of Security’s operations in Spain
and Italy; (viii) the Company’s ability to identify and realize revenue synergies associated with acquisitions; (ix) successful
integration of completed acquisitions , as well as integration of existing businesses; (x) the continued acceptance of
technologies used in the Company’s products and services; (xi) the Company’s ability to manage existing Sonitrol franchisee
and Mac Tools relationships; (xii) 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; (xiii) the proceeds realized with respect to
any business or product line disposals; (xiv) the extent of any asset impairments with respect to any businesses or product lines
that are sold or discontinued; (xv) the success of the Company’s efforts to manage freight costs, steel and other commodity
costs as well as capital expenditures; (xvi) 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 and/or currency impacts; (xvii) the Company’s ability to generate free cash flow and maintain a strong debt to capital
ratio; (xviii) the Company’s ability to identify and effectively execute productivity improvements and cost reductions, while
minimizing any associated restructuring charges; (xix) the Company’s ability to obtain favorable settlement of tax audits; (xx)
the ability of the Company to generate earnings sufficient to realize future income tax benefits during periods when temporary
differences become deductible; (xxi) the continued ability of the Company to access credit markets under satisfactory terms;
(xxii) the Company’s ability to negotiate satisfactory payment terms under which the Company buys and sells goods, services,
materials and products; (xxiii) the Company’s ability to successfully develop, market and achieve sales from new products and
services; and (xxiv) the availability of cash to repurchase shares when conditions are right, as well as the Company's ability to
effectively use equity derivative transactions to reduce the capital requirement associated with share repurchases .
The Company’s ability to deliver the Results is also dependent upon: (i) the success of the Company’s marketing and sales
efforts, including the ability to develop and market new and innovative products and solutions in both existing and new
markets including emerging markets; (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; (v) the success of
the Company’s efforts to mitigate adverse earnings impact resulting from any cost increases generated by, for example,
increases in the cost of energy or significant Euro, Canadian Dollar, Chinese Renminbi or other currency fluctuations; (vi) the