Black & Decker 2012 Annual Report Download - page 53

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integration of existing businesses; (x) the continued acceptance of technologies used in the Company's products and services;
(xi) the Company's ability to minimize costs and sales or service disruptions arising from the transition from a direct sales
model to a distributor model for its Mechanical Access Solutions business (xii) the Company's ability to manage existing
Sonitrol franchisee and Mac Tools relationships; (xiii) 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; (xiv) the proceeds
realized with respect to any business or product line disposals; (xv) the extent of any asset impairments with respect to any
businesses or product lines that are sold or discontinued; (xvi) the success of the Company's efforts to manage freight costs,
steel and other commodity costs as well as capital expenditures; (xvii) 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; (xviii) the Company's ability to generate free cash flow and maintain a strong debt
to capital ratio; (xix) the Company's ability to identify and effectively execute productivity improvements and cost reductions,
while minimizing any associated restructuring charges; (xx) the Company's ability to obtain favorable settlement of routine tax
audits; (xxi) the ability of the Company to generate earnings sufficient to realize future income tax benefits during periods
when temporary differences become deductible; (xxii) the continued ability of the Company to access credit markets under
satisfactory terms; (xxiii) the Company's ability to negotiate satisfactory payment terms under which the Company buys and
sells goods, services, materials and products; and (xxiv) the Company's ability to successfully develop, market and achieve
sales from new products and services.
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 in both existing and new 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 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 commitment to and success of the Stanley
Fulfillment System; (viii) successful implementation with expected results of cost reduction programs; and (ix) successful
completion of share repurchases at anticipated costs.
The Company's ability to achieve the Results will also be affected by external factors. These external factors include:
challenging global macroeconomic environment; the continued economic growth of emerging markets, particularly Latin
America; 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 war, terrorist activities, and political unrest; and recessionary or expansive trends in the
economies of the world in which the Company operates.
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