The Company’s ability to deliver the Results is dependent, or based, upon: (i) the Company’s ability to achieve additional synergies in 2013 from the combination with Black & Decker and the acquisition of Niscayah; (ii) receipt of regulatory approvals required to complete the Infastech acquisition prior to February 1, 2013; (iii) the Company’s ability to execute integration and achieve synergies from the Infastech acquisition once it has been completed; (iv) the Company’s ability to generate organic net sales increases of 2-3% in 2013 and 4-6% by 2015; (v) the Company’s ability to identify and execute upon acquisitions and sales opportunities to double its CDIY, IAR and Security businesses in the emerging markets by 2015 while minimizing associated costs; (vii) the Company’s ability to complete the share repurchases scheduled for execution by the end of the second quarter and achieve an average share count for the year of 155.9; (viii) the Company’s ability to achieve a tax rate of approximately 23-24% in 2013; (ix) the Company’s ability to limit interest expense to approximate $145 million and other-net to approximate $265 million in 2013; (x) the Company’s ability to minimize tax liabilities associated with the HHI divestiture; (xi) successful integration of acquisitions completed in 2012 and any acquisitions completed in 2013, as well integration of existing businesses; (xii) the continued acceptance of technologies used in the Company’s products and services; (xiii) the Company’s ability to manage existing Sonitrol franchisee and Mac Tools relationships; (xiv) 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; (xv) the proceeds realized with respect to any business or product line disposals; (xvi) the extent of any asset impairments with respect to any businesses or product lines that are sold or discontinued; (xvii) the success of the Company’s efforts to manage freight costs, steel and other commodity costs as well as capital expenditures; (xviii) 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; (xix) the Company’s ability to generate free cash flow and maintain a strong debt to capital ratio; (xx) the Company’s ability to identify and effectively execute productivity improvements and cost reductions, while minimizing any associated restructuring charges; (xxi) the Company’s ability to obtain favorable settlement of routine tax audits; (xxii) the ability of the Company to generate earnings sufficient to realize future income tax benefits during periods when temporary differences become deductible; (xxiii) the continued ability of the Company to access credit markets under satisfactory terms; (xxiv) the Company’s ability to negotiate satisfactory payment terms under which the Company buys and sells goods, services, materials and products; and (xxv) the Company’s ability to successfully develop, market and achieve sales from new products and services.
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