Black & Decker CYCLONE BLC12600BUC Manual do Utilizador

Morningstar® Document Research℠ FORM 10-KBLACK & DECKER CORP - bdkFiled: February 19, 2010 (period: December 31, 2009)Annual report which p

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

PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information required under this Item is hereby incorporated by reference fro

PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) List of Financial Statements, Financial Statement Schedules, and Exhibits (1)LIST O

Exhibit 4(e)First Supplemental Indenture, dated as of November 16, 2006, between the Corporation and The Bank of New York, as Trus

Exhibit 10(a)The Black & Decker Corporation Deferred Compensation Plan for Non-Employee Directors, as amended and restated, included in theCorpor

First Amendment to The Black & Decker Supplemental Pension Plan, included in the Corporation’s Quarterly Report on Form 10-Qfor the quarter ended

Exhibit 10(s)The Black & Decker Supplemental Executive Retirement Plan, as amended and restated, included in the Corporation’s Current Reporton F

Exhibit 32.1Chief Executive Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of theSarb

(c) Financial Statement Schedules and Other Financial Statements The Financial Statement Schedule required by Regulation S-X is filed herewith. SCHE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on

EXHIBIT 4(g) EXECUTION COPY U.S. $1,000,

Heights, Michigan; and at facilities in Birmingham, England; Maastricht, Netherlands; Giessen, Germany; and Toyohashi, Japan. Costs associated with d

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

TABLE OF CONTENTS ARTICLE I SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Computation of Time Periods 20ARTICLE II 20 SECTION 2.

SECTION 2.20. Evidence of Debt 40 SECTION 2.21. Addition of Issuing Banks 41ARTICLE III SECTION 3.01. Conditions Precedent to Effectiv

ARTICLE VIII SECTION 8.01. Authorization and Authority 61 SECTION 8.02. Administrative Agent Individually 61 SECTION 8.03. Duties of Ad

SECTION 9.16. Waiver of Jury Trial 81 SCHEDULES Schedule I - Applicable Lending OfficeSchedule 2.01 - Existing Letters of CreditSchedule 4.01 -

FIVE-YEAR CREDIT AGREEMENT Dated as of December 7, 2007 THE BLACK & DECKER CORPORATION, a Maryland corporation (the " Company&qu

"Agreement Value" means, with respect to any Hedge Agreement at any date of determination, the amount, if any,that would be payable to any

Public DebtRating Facility FeeLevel VLower than Level IV0.150% "Applicable Utilization Fee" means, at any time that the sum of (a) the a

(b) 1/2 of 1% per annum above the Federal Funds Rate. "Base Rate Advance" means an Advance that bears interest as provided in Sec

1934, as amended), directly or indirectly, of Voting Stock of the Company (or securities convertible into orexchangeable for such Vot

is not expected to have a material adverse effect on the Corporation’s consolidated financial statements. As of December 31, 2009, theCorporation had

Section 2.02(c) as of such time. In the event that a portion of a Defaulted Advance shall be deemed made pursuant toSection 2.16,

relating to pollution or to protection of the environment, health, safety or natural resources, including, without limitation,those relatin

"Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender or any of its Affiliatesspecified as its "Eur

"Existing Credit Agreement" means that certain Five Year Credit Agreement dated as of October 29, 2004 amongthe Company, Black & De

"GAAP" means generally accepted accounting principles consistent with those applied in the preparation of theFinancial Statem

(e) all obligations of such Person as lessee under Capitalized Leases; (f) all obligations, contingent or otherwise, of such Pers

"Initial Lenders" has the meaning specified in the recital of parties to this Agreement. "Interest Period" means, for each E

months equal to the number of months in such Interest Period, such Interest Period shall end on the last BusinessDay of such succeeding calendar mont

"Leverage Ratio" means, with respect to the Company and its Subsidiaries at any date of determination, the ratio of(a) the sum (without dup

or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued anobligation

Construction Tools, Industrial Products Group, Power Tools and Accessories, May 2005 – March 2007; Vice President and General Manager – Construct

surety and appeal bonds and other obligations of a similar nature incurred in the ordinary course of business; (e) any interest or title

(c) if the ratings established by S&P and Moody's shall fall within different levels, the ApplicableMargin, the Appli

"Responsible Officer" means the Chief Executive Officer, the Chief Financial Officer, the Treasurer or the GeneralCounsel of each Borrower

is at the time, directly or indirectly, owned or controlled by such Person, by such Person and one or more of its otherSubsidia

functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency. SECTION 1.02. Computation of Time

Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by anIssuing Bank

day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at(i) in the case

of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without anyoffset, abatement,

Lender of its obligation hereunder to make its Advance on such date, but no Lender shall be responsible for the failure of any otherLender to make th

(b) The Borrowers shall have the right, upon at least three Business Days' notice to the Administrative Agent,to terminate in whole or

• CHARLES E. FENTON – 61 Senior Vice President and General Counsel, December 1996 – present. • LES H. IRELAND – 45 Vice President of the Corpora

(vi) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of orconsent to departure fro

(c) Additional Interest on Eurodollar Rate Advances. Each Borrower shall pay to each Lender, so long as andto the extent such Lender shall

(d) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), eachEurodollar Rate Advance

SECTION 2.10. Optional Prepayments of Advances. Each Borrower may, upon at least the same Business Day'snotice to the Administrative Agent rec

submitted to the Borrowers and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absentmanifest error. (b)

fund or maintain Eurodollar Rate Advances, (a) each Eurodollar Rate Advance of such Lender will automatically, on the last day ofthe Interest Period

(b) All computations of interest that are based on clause (a) of the definition of "Base Rate" set forth inSect

required deductions (including deductions, whether by such Borrower or the Administrative Agent, applicable to additional sumspayable u

form), or to the extent permitted by applicable law, as an alternative to forms W-8BEN or W-8ECI, two original Internal RevenueService forms W-8

(g) Notwithstanding the foregoing provisions of this Section 2.14, no Borrower shall be required to pay anyadditional amount to any Len

Vice President – Global Sourcing, Power Tools and Accessories, March 2001 – November 2005. • AMY K. O’KEEFE – 39 Vice President of the Corporat

purchasing Lender the purchase price to the extent of such recovery, together with an amount equal to such Lender's Pro Rata Share(according to

the Company's request for an extension of the Termination Date. It is understood and agreed that no Lender shall have any obligationwhatsoever

of the effective date of such assumption, shall have been paid to such Non-Consenting Lender by the Borrower or suchConsenting Len

such Notes, shall promptly deliver such Notes to the respective Consenting Lenders and Assuming Lenders. SECTION 2.18. Use of Proceeds. The proceed

an opinion of counsel for the Borrowers (which may be in-house counsel), in substantially the form of Exhibit E-1 hereto; (ii) an assumptio

Borrower shall promptly execute and deliver to such Lender a Note payable to the order of such Lender in a principal amount up to theRevolving Credit

SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 shall become effective on andas of the first date (the "Effe

(iii) All of the amounts owing by any borrower under the Existing Credit Agreement shall have been,or concurrently with any initial Borrowi

(vi) A favorable opinion of Shearman & Sterling LLP, counsel for the Administrative Agent and theSyndication Agent. SECTION 3.02. Cond

other third party necessary for such Designated Subsidiary to execute and deliver its Designation Letter and its Notes and toperform its obligations

Power Tools and Accessories, March 2004 – September 2008. • NATALIE A. SHIELDS – 53 Vice President and Corporate Secretary, April 2006 – presen

Lender and each Assuming Lender to increase its Commitment pursuant to Section 2.19, is subject to the conditions precedent that (a)(i) in the case

of organization of such Borrower or such Subsidiary, in good standing under the laws of the jurisdictions of their respectiveorganization, (ii) are d

this Agreement do not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements contained ther

deeds of trust, leases and other agreements and instruments, the violation or breach of which, either individually or in theaggregate, could

and accounts of any Borrower or any of its Subsidiaries with any of their officers or directors and with their independentcertified public

opinion of Ernst & Young LLP or other independent certified public accountants of nationally recognized standingin the United States and reasonab

(vii) promptly after the commencement thereof, notice of all actions, suits, investigations, litigationsand proceedings before any court, G

Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to or cover(A) any property or assets other t

(B) both immediately before and immediately after giving effect to such Lien, no Default shall have occurred and becontinuing. (b) Mergers,

(d) Fiscal Year. Make or permit any change in the fiscal year of the Company. (e) Substance Storage and Disposal. Permit any Ha

• BEN S. SIHOTA – 51 Vice President of the Corporation and President – Asia Pacific, Power Tools and Accessories, February 2006 – present; Pres

(d) Any Borrower or any of its Subsidiaries shall fail to pay any principal of or any premium or interest on anyIndebtedness that is out

(h) The Company or any of its ERISA Affiliates shall incur, or, in the reasonable opinion of the RequiredLenders, shall be reasonab

Amount of all Letters of Credit, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the AdministrativeAgent, as additional

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of theGuaranteed Oblig

of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender, as the case may be. (d) The Company acknowledges tha

benefit of and be enforceable by each Lender and the Administrative Agent and their respective successors, transferees and assignsand (d) be reinstat

Activities, the Administrative Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates(including infor

in good faith shall be necessary, under the circumstances as provided in Sections 9.01 or 6.01) or (ii) in the absence of its own grossnegligence or

SECTION 8.05. Indemnification. (a) The Lenders agree to indemnify the Administrative Agent (to the extentrequired to be paid and not rei

until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon theacceptance of a su

protection provided by those sections. All statements addressing operating performance, events, or developments that the Corporationexpects or anticip

substance of all evidence delivered in connection with establishing the satisfaction of each such condition;(iv) the adequacy, accuracy and

(g) amend this Section 9.01; and provided further, however , that (x) no amendment, waiver or consent shall, unless in writing and signed b

and each Designated Subsidiary hereby irrevocably appoints the Company as its authorized agent to receive and deliver notices inaccordance with thi

SECTION 9.04. Costs and Expenses. (a) Each of the Borrowers jointly and severally agrees to pay, or toreimburse the Administrative

shall settle or otherwise pay or agree to pay any claim for which the Borrowers are obligated to provide indemnification under thisSection 9.04(b) wi

respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest hereinwithout

Lender under this Agreement and the Notes (including, without limitation, any amounts owing under Sections 2.07(c), 2.11and 2.14); and (F)

other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into suchAssignment and Acceptance

Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time totime upon reasonable

(iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly withsuch Lender in connection with suc

could, in turn, have an adverse effect on our business, financial results, and operations. •The consummation of the transaction to create Stanley Bla

(h) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create asecurity interest in

the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated (and thelimitations of Section

For purposes of this Section, “Information” means all information received from the Company or any of itsSubsidiaries relating to the

(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally andeffectively do so, any objec

Original Currency with the Other Currency at 9:00 A.M. (New York City time) on the first Business Day preceding that on whichfinal judgment is

SECTION 9.16. Waiver of Jury Trial . Each of the Borrowers, the Administrative Agent and the Lenders herebyirrevocably waives all right to trial

BLACK & DECKER LUXEMBOURG S.A R.L.By:_________________________________Name: Mark M. RothleitnerTitle: Manager Address: c/o Equity Trust Co.

SYNDICATION AGENT$110,000,000 JPMORGAN CHASE BANK, N.A.By:_________________________

$50,000,000 HSBC BANK USA, NATIONAL ASSOCIATIONBy:_______________________________

$27,000,000 PNC BANKBy:_________________________________Name:Title: $27,000,000

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANG

margins. The uncertainties associated with developing and introducing new products, such as market demand and costs ofdevelopment an

SCHEDULE ILIST OF APPLICABLE LENDING OFFICESNAME OF INITIAL LENDER EURODOLLAR LENDING OFFICE DOMESTIC LENDING OFFICE Bank of America, N.A. 1850 G

Fifth Third Bank 38 Fountain SquareCincinnati, OH 45263Attn: Jeff AssenmacherT: 513 744-7757F: 513 744-594738 Fountain SquareCincinnati, OH 4526

Attn: Victoria Faltine /Sabeta SinghT: 212 667-0203 /212 667-0134F: 212 667-0287Attn: Victoria FaltineSabeta SinghT: 212 667-0203 /212 667-01

Schedule 2.01EXISTING LETTERS OF CREDIT ISSUING BANK BENEFICIARY MAT. DATE AMOUNT Bank of America Hartford Fire Insurance Co. 6/30/

Schedule 4.01ENVIRONMENTAL COMPLIANCENone Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar® Document Research℠

Schedule 5.02(a)EXISTING LIENSThe interest of lessors under various capital leases of computer and other office, manufacturing and engineering equipm

EXHIBIT A FORM OF PROMISSORY NOTE U.S.$_______________

ADVANCES ANDPAYMENTS OF PRINCIPAL DateAmount ofAdvanceAmount ofPrincipal Prepaid Unpaid PrincipalNotationMade By

EXHIBIT B FORM OF NOTICE OF BORROWING [Date] Citibank, N.A., as Administrative Agentfor the Lenders party to theCredit Agreeme

Very truly yours, [NAME OF BORROWER] By _________________________________ Name:Title:

•Our products could be subject to product liability claims and litigation. We manufacture products that create exposure to productliability claims an

EXHIBIT CFORM OF ASSIGNMENT AND ACCEPTANCE Reference is made to the Five-Year Credit Agreement dated as of _________, 2007 (as amended, supplemented

4. Following the execution of this Assignment and Acceptance, it will be delivered to the AdministrativeAgent for acceptance and recording

Schedule 1 to Assignment and Acceptance Section 1. Percentage interest assigned: ___% Assignee's Commitment: U

[NAME OF ASSIGNEE], as Assignee By ___________________________ Name:Title: Dated: ______________

EXHIBIT DFORM OF ASSUMPTION AGREEMENT [Date] The Black & Decker Corporation701 East Joppa RoadTowson, Maryland 21286Attention

or value of the Credit Agreement or any Note, or any other instrument or document furnished pursuant thereto; (c) makes norepresentation or warranty

7. This Assumption Agreement may be executed in any number of counterparts and by different parties heretoin separate counterparts, each of

[Approved this ____ dayof __________, ____: THE BLACK & DECKER CORPORATION By ___________________________

Schedule 1 toAssumption Agreement Assumed Advances Aggregate outstanding principal amount of Advances in U.S. Dollars assumed: U.S

EXHIBIT E-1FORM OF OPINION OF COUNSEL FOR THE BORROWERS [LETTERHEAD OF MILES & STOCKBRIDGE P.C.]December 7, 2007To each of the Lenders party from

•We are exposed to counterparty risk in our hedging arrangements. From time to time we enter into arrangements with financialinstitutions to hedge

or any of the Notes, and we have examined originals, or copies certified to our satisfaction, of all documents so identified. The resultsof such inq

4. The Credit Agreement has been duly executed and delivered by the Company. The Notes executed and delivered by theCompany on the date hereof have

EXHIBIT E-2FORM OF OPINION OF COUNSEL FOR BDLF AND BDL[LETTERHEAD OF ALLEN & OVERY LUXEMBOURG]To each of the Lenders party from time to time to t

(e) a certificate of Ms Elizabeth A. Dolce, manager of the General Partner, dated 7 December 2007, attesting that (i) Mr MarkRothleitner has bee

expressed to be a party, have been duly fulfilled; (d) that the Opinion Documents (and any document in connection therewith) have been signed on

duly convened, and duly held. We express no, nor do we imply any, opinion as to any laws other than the laws of Luxembourg. III. OPINIONBased upo

8. THE PROVISIONS IN THE CREDIT AGREEMENT FOR THE SUBMISSION TO THE NON EXCLUSIVEJURISDICTION OF ANY NEW YORK STATE COURT OR F

provisions of any applicable bankruptcy, insolvency, liquidation, moratorium or reprieve from payment ( sursis de paiement),controlled management (g

E. A foreign jurisdiction clause does not prevent the parties from initiating legal action in front of Luxembourg courts to theextent that su

reduce (or increase) the amount thereof if it is unreasonably high (or low). The provisions of article 1152 and articles 1226 etseq. of the Civil Co

The Corporation is involved in various lawsuits in the ordinary course of business. These lawsuits primarily involve claims fordamag

by any other means than in cash or by bill of exchange; the sale of assets without consideration or for materially inadequateconsiderat

Luxembourg legal concepts are expressed in English terms and not in their original French or German terms. The concepts concernedmay not be identical

EXHIBIT E-3FORM OF OPINION OF COUNSEL FOR A DESIGNATED SUBSIDIARY ______, ____ To each of the Lenders party to the Credit Agreement

We have also examined the originals, or copies certified to our satisfaction, of the documents listed in a certificate ofthe chief financial offic

subject to review on appeal or, to our knowledge, to collateral attack and are in full force and effect. (e) The Designation Letter and eac

EXHIBIT FFORM OF DESIGNATION LETTER [Date] To each of the Lenders party to theCredit Agreement referred to below,and to Citibank, N

regulation or any order, writ, judgment, injunction, decree, determination or award or (c) any contract, loan agreement,indenture, mo

Conversion delivered pursuant to Section 2.09 of the Credit Agreement by the Company, on behalf of the Designated Subsidiary, inaccordance with Sec

The Designated Subsidiary hereby irrevocably waives all right to trial by jury in any action, proceeding orcounterclaim (whether base

EXHIBIT GFORM OF ACCEPTANCE OF PROCESS AGENT [LETTERHEAD OF THE COMPANY] [Date] To each of the Lenders party to theCredit Agree

the Corporation’s products and allegations of patent and trademark infringement. The Corporation also is involved in litigation andadministrative pr

This acceptance and agreement shall be binding upon the Company and all of its successors and assigns. Very truly yours, THE BLACK & DECKER CORPO

EXHIBIT 21THE BLACK & DECKER CORPORATION AND SUBSIDIARIESLIST OF SUBSIDIARIESListed below are the subsidiaries of The Black & Decker Corporat

Black & Decker (Belgium) N.V. BELGIUMBlack & Decker Do Brasil Ltda. BRAZILRefal Industria e Comercio de Rebites e Rebitadeiras Ltda. BR

Emhart Asia Limited HONG KONGEmhart Guangzhou (Hong Kong) Limited HONG KONGHangtech Limited HONG KONGSpiralock Global Ventures, Limited HONG K

Black & Decker Del Peru S.A. PERUBlack & Decker Polska Sp.z.o.o. POLANDMasterfix Poland Ltd. Sp.z.o.o POLANDBlack & Decker Asia Pa

EXHIBIT 23Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the following Registration Stateme

EXHIBIT 24 POWER OF ATTORNEYWe, the undersigned Directors and Officers of The Black & Decker Corporation (the “Corporation”), hereby constitute

/s/ ANTHONY LUISO Director February 11, 2010Anthony Luiso /s/ ROBERT L. RYAN Director February 11, 2010Robert L. Ryan

EXHIBIT 31.1 THE BLACK & DECKER CORPORATION C E R T I F I C A T I O N SI, Nolan D. Archibald, certify that:1. I have reviewed this annual rep

EXHIBIT 31.2 THE BLACK & DECKER CORPORATION C E R T I F I C A T I O N SI, Stephen F. Reeves, certify that:1. I have reviewed this annual repo

Total future costs for environmental remediation activities will depend upon, among other things, the identification of any additionalsites, the dete

EXHIBIT 32.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the

EXHIBIT 32.2CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the

PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES (a) Market Information

(d) Performance Graph COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN (1) Assumes $100 invested at the close of business on Decemb

under the plans noted above included 4,000,000 shares authorized by the Board of Directors on October 17, 2007, and 2,000,000shares authorized by the

ITEM 6. SELECTED FINANCIAL DATA FIVE-YEAR SUMMARY (a)(b) (DOLLARS IN MILLIONS EXCEPT PER SHARE DATA) 2009 (c) 2008 (d) 2007 (e) 2006 2005

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

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS Overview The Corporation is a global manufact

expenses of $42.6 million ($58.8 million before taxes), or $.70 per diluted share, and an after-tax restructuring charge of $8.4 million($11.9 millio

reduction initiatives, which were partially offset by the unfavorable effects of lower volumes, including the de-leveraging of fixedcosts.

percentage of sales for the year ended December 31, 2008, to the 2007 level was negatively impacted by the effects of unfavorableproduct mix as well

The Corporation reported net earnings of $132.5 million, $293.6 million, and $518.1 million, or $2.17, $4.77 and $7.78 per share on adiluted basis, f

22Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar® Document Research℠

of sales of industrial power tools and accessories that partially offset a double-digit rate of decline of sales of consumer power toolsand accessori

of the North American and European automotive businesses declined 35% and 20%, respectively, due to the collapse of theautomotive in

Segment profit as a percentage of sales for the Fastening and Assembly Systems segment decreased from 15.1% in 2008 to 7.4% in2009. Despite significa

and eliminate excess capacity. A tabular summary of restructuring activity during the three years ended December 31, 2009, isinclud

PART I ITEM 1. BUSINESS (a) General Development of Business The Black & Decker Corporation (collectively with its subsidiaries, the Corporation

The Corporation realized benefits of approximately $76 million, $23 million, and $— million in 2009, 2008, and 2007, respectively,net of restructurin

Principal Payments and Interest Rate Detail by Contractual Maturity Dates (U.S. DOLLARS INMILLIONS) 2010 2011 2012 2013 2014 THEREAF

and Accessories segment, the Hardware and Home Improvement segment, and the Fastening and Assembly Systems segment – andconsiders whether operating 27

components one level below the segment level should be identified as reporting units for purposes of goodwill impairment tests ifcertain

The Corporation believes that the assumptions used are appropriate; however, differences in actual experience or changes in theassum

plan assets, and (iv) significant concentrations within plan assets. The Corporation’s disclosure about postretirement benefits isincl

associated with foreign currency hedges. The higher level of cash generated from working capital in 2009, as compared to 2008, wasprimarily due to low

inventory levels through the computation of days sales outstanding and inventory turnover ratio, respectively. The number of dayssales

The credit rating agencies consider many factors when assigning their ratings, such as the global economic environment and theirpossible

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information required under this Item is contained in Item 7 of this report under t

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

CONSOLIDATED STATEMENT OF EARNINGSTHE BLACK & DECKER CORPORATION AND SUBSIDIARIES(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA) YEAR ENDED DECEMBER

CONSOLIDATED BALANCE SHEETTHE BLACK & DECKER CORPORATION AND SUBSIDIARIES(MILLIONS OF DOLLARS) DECEMBER 31, 2009 2008 ASSETS C

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITYTHE BLACK & DECKER CORPORATION AND SUBSIDIARIES(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA) OU

forfeitures)Purchase and retirement ofcommon stock (3,136,644) (1.6) (52.3) (148.4) — (202.3)BALANCE AT DECEMBER 31, 2008 60,092,72

CONSOLIDATED STATEMENT OF CASH FLOWSTHE BLACK & DECKER CORPORATION AND SUBSIDIARIES(MILLIONS OF DOLLARS) YEAR ENDED DECEMBER 31, 2009 200

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTHE BLACK & DECKER CORPORATION AND SUBSIDIARIES NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Pri

39Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar® Document Research℠

discounted at a rate corresponding to a market rate. If the carrying amount of the reporting unit exceeds the estimated fair val

The Corporation recognizes the overfunded or underfunded status of its defined benefit postretirement plans as an asset or a liability inthe balance

of its hedging relationships both at hedge inception and on an ongoing basis. The Corporation enters into certain derivatives that arenot designated

SMART SELECT; AUTO SELECT; LITHIUM BATTERY-TECH; SMARTDRIVER; READY-WRENCH; CYCLONE;NAVIGATOR; DRAGSTER; SANDSTORM; PROJECTMATE; PIVOTPLU

including details by major currency as of December 31, 2009. Foreign currency amounts were translated at current rates as of thereporti

commitments to purchase currencies, and the “Sell” amounts represent the United States dollar equivalent of commitments to sellcurrencies.

Other Hedging Strategy. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in currentearnings during t

The credit exposure that results from interest rate and foreign exchange contracts is the fair value of contracts with a positive fair valueas of the

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

that would require recognition in its consolidated financial statements for the year ended December 31, 2009; and (ii) no othersub

On November 2, 2009, the Corporation’s Board of Directors amended the terms of The Black & Decker 2008 Executive Long-TermIncentive/Retention Pl

NOTE 6: GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS The changes in the carrying amount of goodwill by reportable business segment, in millions of

The carrying amount of acquired intangible assets included in other assets at the end of each year, in millions of dollars, was asfollows: 2009

borrowings under the Credit Facility was approximately $1.0 billion and $935.0 million at December 31, 2009 and 2008, respectively. Under the Credit F

a limited number of these commitments would have an adverse effect over the short term. In this regard, the Corporation defines longterm as a period

coverage ratios. As of December 31, 2009, the Corporation was in compliance with all terms and conditions of the Credit Facility. Under the terms of

Amounts deferred in accumulated other comprehensive income (loss) at December 31, 2009, that are expected to be reclassified intoearnings during 2010

for the amounts exchanged by the counterparties, the notional amounts are not themselves exchanged and, therefore, do not represent ameasure of the C

Derivatives in Fair Value Hedging RelationshipsLOCATION OF GAIN (LOSS) RECOGNIZED IN INCOME AMOUNT OF GAIN (LOSS) RECOGNIZED IN INCOME Interest rate

NOTE 12: INCOME TAXES Earnings (loss) before income taxes for each year, in millions of dollars, were as follows: 2009 2008 2007 United Stat

Income tax payments were $85.9 million in 2009, $168.1 million in 2008, and $139.5 million in 2007. Deferred tax (liabilities) assets at the end of e

Balance at December 31 $ 260.3 $ 231.5 $ 317.4 The liabilities for unrecognized tax benefits at December 31, 2009 and 2008, include $39.1 mil

one year after formal notification of the states. The Corporation generally remains subject to examination of its various income taxreturns in its si

NOTE 13: POSTRETIREMENT BENEFITS The following tables set forth the funded status of the defined benefit pension and postretirement plans, and amount

Net loss (556.3) (117.8) (15.1) (689.2) Total $ (566.2) $ (123.2) $ 8.0 $ (681.4) 53Source: BLACK & DECKER CORP, 10-K, Febr

POWERBOLT KEYLESS ACCESS SYSTEM; WEISERBOLT; ENTRYSETS; BEVERLY; FAIRFAX; CORSAIR; DANE;GALIANO; KIM COLUMBIA; FASHION; HERITAGE; COVE; and

The amounts in accumulated other comprehensive income (loss) as of December 31, 2009, that are expected to be recognized ascompone

The fair values, by asset category, of assets of defined benefit pension plans outside of the United States at December 31, 2009, wereas follows, in

The following table sets forth, in millions of dollars, benefit payments, which reflect expected future service, as appropriate, expectedto be paid i

NOTE 14: STOCKHOLDERS’ EQUITY The Corporation repurchased 247,198, 3,136,644 and 5,477,243 shares of its common stock during 2009, 2008

Accumulated other comprehensive income (loss) at the end of each year, in millions of dollars, included the following components: 2009 2008 Fo

At December 31, 2009, unrecognized stock-based compensation expense totaled $20.1 million. The cost of these non-vested awards isexpected to be recogn

As of December 31, 2009, the weighted average remaining contractual term was 5.9 years, 5.8 years, and 5.3 years for optionsoutst

this plan would vest upon consummation of the proposed merger. The Corporation also has a Performance Equity Plan (PEP) under which awards payable in

NOTE 17: BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION The Corporation has elected to organize its businesses based principally upon produc

Sales to unaffiliatedcustomersSegment profit (loss)(for Consolidated,operatingincome beforerestructuringand exit costs) 482.2 113.6 113.9 7

The Corporation holds various trademarks that are employed in its businesses and operates under various trade names, some of whichare stated above. T

The profitability measure employed by the Corporation and its chief operating decision maker for making decisions about allocatingresources to segment

Other Corporate assets 1,771.8 1,046.4 843.8 $ 5,495.2 $ 5,183.3 $ 5,410.9 Other Corporate assets principally consist of cash and c

Sales to The Home Depot, a customer of the Power Tools and Accessories and Hardware and Home Improvement segments,accounted for ap

SEVERANCE BENEFITS WRITE-DOWN TO FAIR VALUE LESS COSTS TO SELL OF CERTAIN LONG-LIVED ASSETS OTHER CHARGES TOTAL Restructuring reserve at Dec

During 2009, the Corporation recognized $14.2 million of pre-tax restructuring and exit costs related to actions taken in its PowerTools

2010. As of December 31, 2009, the carrying value of long-lived assets held for sale was not significant. NOTE 20: OTHER (INCOME) EXPENSE Other (inco

ration has not yet determined the extent to which it will contest the EPA’s claims with respect to this site. Further, to the extent thatthe Corporat

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMON CONSOLIDATED FINANCIAL STATEMENTS To the Stockholders and Board of Directorsof The Black &a

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE Not applicable. ITEM 9A. CONTROLS AND PROCEDURES EVALUATI

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMON INTERNAL CONTROL OVER FINANCIAL REPORTING To the Stockholders and Board of Directorsof The