Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 19)

could, in turn, have an adverse effect on our business, financial results, and operations.

•The consummation of the transaction to create Stanley Black & Decker is not certain, and its delay or failure could adversely

affect our business. There is no assurance that the transaction will occur. If the transaction is consummated, it is currently anticipated

to be completed on March 12, 2010. However, we cannot predict the exact timing of the consummation of the transaction.

Consummation of the transaction is subject to the satisfaction of various conditions, including obtaining certain regulatory approvals

outside of the United States and the approval of both our shareholders and the shareholders of The Stanley Works. A number of the

conditions are not within our control. We cannot assure you that all closing conditions will be satisfied, that we will receive the

required governmental approvals outside of the United States, or that the transaction will be successfully consummated. If the

transaction is not completed, the share price of our common stock may change to the extent that the current market price of our

common stock reflects the assumption that the transaction will be completed. In addition, a failed transaction may result in negative

publicity and a negative impression of us in the investment community. Under certain circumstances, upon termination of the merger

agreement, we could be required to pay a termination fee of $125 million to The Stanley Works.

•Our business depends on the strength of the economies in various parts of the world, particularly in the United States and

Europe. We conduct business in various parts of the world, primarily in the United States and Europe and, to a lesser extent, in

Mexico, Central America, the Caribbean, South America, Canada, Asia and Australia. As a result of this worldwide exposure, our net

revenue and profitability could be harmed as a result of economic conditions in our major markets, including, but not limited to,

recession, inflation and deflation, general weakness in retail, automotive and construction markets, and changes in consumer

purchasing power.

•Changes in customer preferences, the inability to maintain mutually beneficial relationships with large customers, and the

inability to penetrate new channels of distribution could adversely affect our business. We have a number of major customers,

including two large customers that, in the aggregate, constituted approximately 32% of our consolidated sales in 2009. The loss of

either of these large customers, a material negative change in our relationship with these large customers or other major customers, or

changes in consumer preferences or loyalties could have an adverse effect on our business. Our major customers are volume

purchasers, a few of which are much larger than us and have strong bargaining power with suppliers. This limits our ability to recover

cost increases through higher selling prices. Changes in purchasing patterns by major customers could negatively impact

manufacturing volumes and inventory levels. Further, our inability to continue to penetrate new channels of distribution may have a

negative impact on our future results.

•The inability to obtain raw materials, component parts, and/or finished goods in a timely and cost-effective manner from

suppliers would adversely affect our ability to manufacture and market our products. We purchase raw materials and component

parts from suppliers to be used in the manufacturing of our products. In addition, we purchase certain finished goods from suppliers.

Since the onset of the global economic crisis in 2008, certain of our suppliers have experienced financial difficulties and we believe it

is possible that a limited number of suppliers may either cease operations or require additional financial assistance from us in order to

fulfill their obligations. In a limited number of circumstances, the magnitude of our purchases of certain items is of such significance

that a change in our established supply relationships may cause disruption in the marketplace, a temporary price imbalance, or both.

Changes in our relationships with suppliers or increases in the costs of purchased raw materials, component parts or finished goods

could result in manufacturing interruptions, delays, inefficiencies or our inability to market products. An increase in value-added taxes

by various foreign jurisdictions, or a reduction in value-added tax rebates currently available to us or to our suppliers, could also

increase the costs of our manufactured products as well as purchased products and components and could adversely affect our results

of operations. In addition, our profit margins would decrease if prices of purchased raw materials, component parts, or finished goods

increase and we are unable to pass on those increases to our customers.

•We face significant global competition. The markets in which we sell products are highly competitive on the basis of price, quality,

and after-sale service. A number of competing domestic and foreign companies are strong, well-established manufacturers that

compete globally with us. Some of our major customers sell their own “private label” brands that compete directly with our products.

Price reductions taken by us in response to customer and competitive pressures, as well as price reductions and promotional actions

taken to drive demand that may not result in anticipated sales levels, could also negatively impact our business. Competition has been

intense in recent years and is expected to continue. If we are unable to maintain a competitive advantage, loss of market share,

revenue, or profitability may result.

•Low demand for new products and the inability to develop and introduce new products at favorable margins could adversely

impact our performance and prospects for future growth. Our competitive advantage is due in part to our ability to develop and

introduce new products in a timely manner at favorable

Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar

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