SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number
April 2, 1995 1-1553
THE BLACK & DECKER CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-0248090
(State of Incorporation) (I.R.S. Employer Identification Number)
701 East Joppa Road Towson, Maryland 21286
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 716-3900
Not Applicable
Former Address
Number of shares of common stock outstanding on April 2, 1995:
85,191,185.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
The exhibit index as required by item 601(a) of Regulation S-K is
included in this report.
THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
INDEX - FORM 10-Q
April 2, 1995
Page
PART I - FINANCIAL INFORMATION
Consolidated Statement of Earnings (Unaudited)
- For the Three Months Ended April 2, 1995,
and April 3, 1994 . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheet (Unaudited)
- April 2, 1995, and December 31, 1994 . . . . . . . . 4
Consolidated Statement of Cash Flows (Unaudited)
- For the Three Months Ended April 2, 1995,
and April 3, 1994 . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements (Unaudited). . 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . 9
PART II - OTHER INFORMATION . . . . . . . . . . . . . 16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 19
<TABLE>
CONSOLIDATED STATEMENT OF EARNINGS (Unaudited)
THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
(Dollars in Millions Except Per Share Amounts)
<CAPTION>
THREE MONTHS ENDED
APRIL 2, APRIL 3,
1995 1994
<S> <C> <C>
REVENUES
Product sales $ 1,021.4 $ 894.4
Information technology and services 178.4 190.2
TOTAL REVENUES 1,199.8 1,084.6
Cost of revenues
Products 642.5 570.7
Information technology and services 135.4 143.2
Marketing and administrative expenses 333.2 302.9
Total operating costs and expenses 1,111.1 1,016.8
OPERATING INCOME 88.7 67.8
Interest expense (net of interest income) 46.8 43.9
Other income (expense) 2.1 (2.1)
EARNINGS BEFORE INCOME TAXES 44.0 21.8
Income taxes 18.3 7.2
NET EARNINGS $ 25.7 $ 14.6
NET EARNINGS APPLICABLE TO
COMMON SHARES $ 22.8 $ 11.6
NET EARNINGS PER COMMON SHARE $ .27 $ .14
DIVIDENDS PER COMMON SHARE $ .10 $ .10
Average Common Shares Outstanding
(in Millions) 85.0 83.9
See Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
CONSOLIDATED BALANCE SHEET (Unaudited)
THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
(Millions of Dollars)
<CAPTION>
APRIL 2, DECEMBER 31,
1995 1994
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 100.7 $ 65.9
Trade receivables 853.4 910.9
Inventories 846.8 723.0
Other current assets 155.5 133.4
TOTAL CURRENT ASSETS 1,956.4 1,833.2
PROPERTY, PLANT AND EQUIPMENT 846.6 858.1
GOODWILL 2,308.5 2,293.0
OTHER ASSETS 448.8 449.4
$5,560.3 $5,433.7
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings $ 499.9 $ 549.0
Current maturities of long-term debt 138.8 121.1
Trade accounts payable 441.4 405.2
Other accrued liabilities 739.2 804.5
TOTAL CURRENT LIABILITIES 1,819.3 1,879.8
LONG-TERM DEBT 1,816.3 1,723.2
DEFERRED INCOME TAXES 48.2 45.4
POSTRETIREMENT BENEFITS 309.5 328.2
OTHER LONG-TERM LIABILITIES 326.5 287.7
STOCKHOLDERS' EQUITY
Convertible preferred stock, no par value:
Outstanding:
April 2, 1995 and December 31, 1994
- 150,000 shares 150.0 150.0
Common stock, par value $.50 per share:
Outstanding:
April 2, 1995 - 85,191,185 shares
December 31, 1994 - 84,688,803 shares 42.6 42.3
Capital in excess of par value 1,059.0 1,049.1
Retained earnings 38.8 24.6
Equity adjustment from translation (49.9) (96.6)
TOTAL STOCKHOLDERS' EQUITY 1,240.5 1,169.4
$5,560.3 $5,433.7
See Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
(Millions of Dollars)
<CAPTION>
THREE MONTHS ENDED
APRIL 2, APRIL 3,
1995 1994
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 25.7 $ 14.6
Adjustments to reconcile net earnings
to cash flow from operating activities:
Non-cash charges and credits:
Depreciation and amortization 55.9 51.0
Other .1 (.7)
Changes in selected working capital items:
Trade receivables 138.4 68.4
Inventories (111.7) (63.2)
Trade accounts payable 34.2 (12.5)
Other assets and liabilities (89.2) (81.2)
CASH FLOW FROM OPERATING ACTIVITIES
BEFORE SALE OF RECEIVABLES 53.4 (23.6)
Sale of receivables (71.0) (53.0)
CASH FLOW FROM OPERATING ACTIVITIES (17.6) (76.6)
INVESTING ACTIVITIES
Proceeds from disposal of assets and businesses 64.0 2.0
Capital expenditures (39.3) (34.3)
Cash inflow from hedging activities 198.3 411.7
Cash outflow from hedging activities (194.0) (401.7)
CASH FLOW FROM INVESTING ACTIVITIES 29.0 (22.3)
CASH FLOW BEFORE FINANCING ACTIVITIES 11.4 (98.9)
FINANCING ACTIVITIES
Net (decrease) increase in short-term borrowings (51.4) 8.9
Proceeds from long-term debt
(including revolving credit facility) 179.3 946.6
Payments on long-term debt
(including revolving credit facility) (101.8) (853.9)
Issuance of common stock 5.3 1.2
Cash dividends (11.4) (11.3)
CASH FLOW FROM FINANCING ACTIVITIES 20.0 91.5
Effect of exchange rate changes on cash 3.4 .5
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 34.8 (6.9)
Cash and cash equivalents at beginning of period 65.9 82.0
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 100.7 $ 75.1
See Notes to Consolidated Financial Statements
</table
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q
and do not include all the information and notes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, the unaudited
consolidated financial statements include all adjustments
consisting only of normal recurring accruals considered necessary
for a fair presentation of the financial position and the results
of operations. Certain prior year amounts in the consolidated
financial statements have been reclassified to conform to the
presentation used for 1995.
Operating results for the three-month period ended April 2,
1995, are not necessarily indicative of the results that may be
expected for a full fiscal year. For further information, refer
to the consolidated financial statements and notes included in
the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended.
SALE OF RECEIVABLES
At April 2, 1995, under its sale of receivables program, the
Corporation had sold $173.0 million of receivables compared to
$244.0 million at December 31, 1994. The discount on sale of
receivables is included in "Other income (expense)."
SALE OF SUBSIDIARY
On March 31, 1995, the Corporation sold PRC Realty Systems, Inc.
("RSI"), a component of its Information Technology and Services
segment (PRC), for approximately $60 million. The gain on the
sale of RSI is included in "Other income (expense)." The pre-tax
gain was offset by tax expense associated with the sale.
RSI represented approximately 8% and 9% of PRC's total
revenues for the quarters ended April 2, 1995, and April 3, 1994,
respectively.
INVENTORIES
The components of inventory at the end of each period, in
millions of dollars, consisted of the following:
</TABLE>
<TABLE>
<CAPTION>
April 2, December 31,
1995 1994
<S> <C> <C>
FIFO cost
Raw materials and work-in-process $ 251.5 $ 220.4
Finished products 639.3 543.8
890.8 764.2
Excess of FIFO cost over LIFO
inventory value (44.0) (41.2)
$ 846.8 $ 723.0
</TABLE>
Inventories are stated at the lower of cost or market. The cost
of United States inventories is based primarily on the last-in,
first-out (LIFO) method; foreign inventories are valued on the
first-in, first-out (FIFO) method.
GOODWILL
Goodwill at the end of each period, in millions of dollars, was
as follows:
<TABLE>
<CAPTION>
April 2, December 31,
1995 1994
<S> <C> <C>
Goodwill $2,768.6 $2,735.5
Less accumulated amortization 460.1 442.5
$2,308.5 $2,293.0
</TABLE>
LONG-TERM DEBT
During the quarter ended April 2, 1995, the Corporation issued an
additional $85.0 million in principal amount of Medium Term
Notes, bearing interest at fixed rates, under its shelf
registration statement. The proceeds from the issuance were used
to retire debt.
Indebtedness of subsidiaries of the Corporation in the
aggregate principal amounts of $815.6 million and $773.8 million
were included in the Consolidated Balance Sheet at April 2, 1995,
and December 31, 1994, respectively, under the captions short-
term borrowings, current maturities of long-term debt, and long-
term debt.
INTEREST EXPENSE (Net of Interest Income)
Interest expense (net of interest income) for each period, in
millions of dollars, consisted of the following:
<TABLE>
<CAPTION>
Three Months Ended
April 2, April 3,
1995 1994
<S> <C> <C>
Interest expense $ 48.9 $ 46.0
Interest (income) (2.1) (2.1)
$ 46.8 $ 43.9
</TABLE>
NET EARNINGS PER COMMON SHARE
Net earnings per common share for each period presented are
computed by dividing net earnings applicable to common shares,
which are after preferred dividends of $2.9 million and $3.0
million for the three-month periods ended April 2, 1995, and
April 3, 1994, respectively, by the weighted average number of
common shares outstanding for each period. Fully diluted
earnings per share are not materially different from earnings per
common share.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Corporation reported net earnings of $25.7 million or $.27
per common share for the three-month period ended April 2, 1995,
compared to net earnings of $14.6 million or $.14 per common
share for the three-month period ended April 3, 1994. The
improvement in net earnings is primarily attributable to higher
sales volumes, including the favorable effects of foreign
currency translation, coupled with the results of manufacturing
productivity and cost reduction initiatives.
RESULTS OF OPERATIONS
Revenues
The following chart sets forth an analysis of changes in revenues
for the three-month periods ended April 2, 1995, and April 3,
1994.
<TABLE>
Analysis of Changes in Revenues (in Millions of Dollars)
Consolidated Three Months Ended
April 2, April 3,
1995 1994
<S> <C> <C>
Total revenues $1,199.8 $1,084.6
Unit volume - Existing (1) 7 % 2 %
- Disposed (2) - % (3)%
Price 1 % 1 %
Currency 3 % (1)%
Change in total revenues 11 % (1)%
</TABLE>
(1) Existing - Reflects the change in unit volume for businesses
where period-to-period comparability exists.
(2) Disposed - Reflects the change in total revenues for
businesses that were included in prior year results but
subsequently have been sold.
The Corporation operates in three business segments:
Consumer and Home Improvement Products (Consumer), including
consumer and professional power tools and accessories, household
products, security hardware, outdoor products (composed of
electric lawn and garden and recreational products), plumbing
products, and product service; Commercial and Industrial Products
(Commercial), including fastening systems and glass container-
making equipment; and Information Technology and Services (PRC),
including government and commercial systems development,
consulting, and other related services.
The following chart sets forth an analysis of the change in
revenues for the three months ended April 2, 1995, compared to
the three months ended April 3, 1994, by geographic area for each
business segment.
<TABLE>
Analysis of Changes in Revenues (in Millions of Dollars)
United
States Europe Other Total
<S>
Consumer
Total Revenues <C> <C> <C> <C>
$ 443.6 $ 291.7 $ 121.4 $ 856.7
Unit Volume - Existing 8 % 4 % 11 % 7 %
- Disposed - % - % - % - %
Price 1 % - % 2 % 1 %
Currency - % 12 % (1)% 4 %
9 % 16 % 12 % 12 %
____________________________________________________________________________
Commercial
Total Revenues $ 67.8 $ 65.0 $ 31.9 $ 164.7
Unit Volume - Existing 7 % 37 % 23 % 19 %
- Disposed - % - % - % - %
Price 1 % 1 % 1 % 1 %
Currency - % 16 % 12 % 8 %
8 % 54 % 36 % 28 %
____________________________________________________________________________
PRC
Total Revenues $ 178.4 $ - $ - $ 178.4
Unit Volume - Existing (6)% - % - % (6)%
- Disposed - % - % - % - %
(6)% - % - % (6)%
____________________________________________________________________________
Consolidated
Total Revenues $ 689.8 $ 356.7 $ 153.3 $1,199.8
Unit Volume - Existing 4 % 9 % 14 % 7 %
- Disposed - % - % - % - %
Price 1 % - % 1 % 1 %
Currency - % 12 % 2 % 3 %
Change in total revenues 5 % 21 % 17 % 11 %
</TABLE>
Existing unit volume for the Corporation grew by 7% for the
three-month period ended April 2, 1995, compared to the first
quarter of 1994. Pricing actions modestly improved revenue
comparisons to last year. The effects of a weaker United States
dollar compared to most major foreign currencies accounted for 3%
of the increase in revenues for the first quarter of 1995 over
the comparable period in 1994.
Existing unit volume in the Consumer segment for the three
months ended April 2, 1995, grew by 7% compared to last year.
Revenues in the Consumer segment in the United States increased
by 9% during the first quarter of 1995 over the comparable period
in 1994 as a result of growth experienced in the domestic power
tools and accessories, plumbing products, security hardware, and
household products businesses. The revenue growth experienced in
the household products business during the first quarter of 1995
was driven by the continuing success of the new SnakeLight
flexible flashlight and was particularly strong in comparison to
a weak first quarter of 1994. These revenue improvements were
partially offset by a small revenue decline experienced in the
golf club shafts business.
Excluding the substantial positive effect of changes in
foreign exchange rates, the Corporation's Consumer businesses in
Europe experienced a revenue increase of 4% during the quarter
ended April 2, 1995, over the corresponding quarter in 1994.
Augmenting the unit volume growth experienced in the European
power tools business was a strong rate of growth in the European
security hardware business.
With the exception of Mexico, where economic turmoil caused
by the monetary crisis negatively affected sales, most of the
Corporation's Consumer businesses in Latin America experienced
strong unit volume growth during the first quarter of 1995 over
the comparable period in 1994. This unit volume growth was led
by particularly strong revenues in Brazil during the three months
ended April 2, 1995. The Corporation's Consumer businesses
throughout most of the Asia Pacific region also posted year-to-
year unit volume gains during the first quarter of 1995.
Excluding the significant positive effect of changes in
foreign currencies, revenues in the Commercial segment for the
three months ended April 2, 1995, were 20% above the first
quarter of 1994. Strong unit volume increases were experienced
throughout the Corporation's fastening systems business during
the quarter ended April 2, 1995, due primarily to the strength of
the automotive industry worldwide. The Corporation's glass
container-making equipment business also experienced strong rates
of increase in unit volume during the first quarter of 1995 over
the comparable period in 1994.
PRC's total revenues for the three months ended April 2,
1995, decreased by 6% over the comparable period in 1994. This
revenue decrease was primarily attributable to lower sales under
the Super-Minicomputer Procurement (SMP) contract during the
first quarter of 1995 than during the first quarter of 1994. The
lower level of first quarter SMP revenues in 1995 followed an
extremely strong fourth quarter of 1994 for the SMP contract.
Earnings
Total operating income as a percentage of revenues for the three
months ended April 2, 1995, was 7.4% compared to 6.2% for the
first quarter of 1994. This operating income improvement was
experienced in virtually all of the Corporation's businesses.
Gross margin as a percentage of revenues for the three
months ended April 2, 1995, was 35.2% compared to 34.2% for the
first quarter of 1994. Gross margin on product sales (excluding
PRC) was 37.1% compared to 36.2% for last year. The improvement
in gross margin on product sales occurred in the Consumer segment
and resulted primarily from increased manufacturing productivity,
the implementation of cost reduction initiatives, and the
leveraging of fixed and semi-fixed costs over a higher sales
base. The gross margin improvements experienced in the Consumer
segment were partially offset by a slight deterioration in gross
margin in the Commercial segment, primarily as a result of less
favorable product mix in the glass container-making equipment
business on shipments made under contracts entered into last year
during a period of weak demand.
PRC's gross margin as a percentage of revenues for the first
quarter of 1995 was 24.1% compared to 24.7% for the first quarter
of 1994. Excluding the impacts of the sold RSI business, PRC's
gross margin as a percentage of revenues would have been 23.8%
for both the first quarter of 1995 and 1994.
Marketing and administrative expenses as a percentage of
total revenues improved slightly to 27.8% for the three months
ended April 2, 1995, compared to 27.9% for the first quarter of
1994.
Net interest expense (interest expense less interest income)
during the three months ended April 2, 1995, was 6.6% higher than
during the comparable period of 1994. Higher interest rates
during the first quarter of 1995 compared to the first quarter of
1994 were partially offset by lower average borrowings, resulting
from improved operating results and working capital management.
The Corporation maintains a portfolio of interest rate hedge
instruments for the purpose of managing interest rate exposure.
During the quarter ended April 2, 1995, the Corporation increased
its portfolio by the addition of $250.0 million notional
principal amount of interest rate hedges. This addition consisted
of $100.0 million of swaps from fixed to variable interest rates,
$50.0 million of rate basis swaps (which swap to the higher of a
specified fixed rate or a variable rate minus a specified
spread), and $100.0 million of interest rate caps. The
Corporation's issuance of $150.0 million of swaps from variable
to fixed interest rates during the first quarter of 1995 was
offset by the maturity of $150.0 million of these swaps during
that same period. The addition of these hedges, coupled with the
issuance of fixed rate debt during the first quarter of 1995, has
had the effect of reducing the Corporation's variable rate debt
to total debt ratio at April 2, 1995, to 28% compared to 34% at
December 31, 1994.
Other income (expense) for the three months ended April 2,
1995, and April 3, 1994, primarily includes the discount on sale
of receivables and, for the first quarter of 1995, the gain on
the sale of RSI.
The Corporation's effective tax rate for the three months
ended April 2, 1995, was 42% compared to 33% for the first
quarter of last year. The higher rate for 1995 was primarily the
result of the sale of RSI. Tax expense recognized as a result of
the sale of RSI offset the pre-tax gain recognized on the sale.
Excluding the tax effects of the RSI sale, the effective tax rate
for the quarter ended April 2, 1995, would have been slightly
below that of the prior year.
FINANCIAL CONDITION
Cash flows from operating activities before the sale of
receivables generated cash of $53.4 million for the quarter ended
April 2, 1995, compared to cash usage of $23.6 million for the
comparable quarter in 1994. This increase in cash generation
during the first quarter of 1995 resulted from improved operating
results, coupled with a greater level of reduction in trade
receivables and increase in trade accounts payable from the
previous year-end balances compared to the corresponding year.
Partially offsetting this favorability was the increased level of
inventories necessary to support higher sales volumes during the
quarter ended April 2, 1995, as compared to the first quarter of
1994.
In addition to measuring its cash flow generation and usage
based upon the operating, investing, and financing
classifications included in the Consolidated Statement of Cash
Flows, the Corporation also measures its free cash flow. Free
cash flow, a measure commonly employed by bond rating agencies
and banks, is defined by the Corporation as cash available for
debt reduction (including short-term borrowings), prior to the
effects of cash received from divested businesses, equity
offerings, and sales of receivables. Free cash flow, a more
inclusive measure of the Corporation's cash flow generation than
cash flows from operating activities included in the Consolidated
Statement of Cash Flows, considers items such as cash used for
capital expenditures and dividends, as well as net cash inflows
or outflows from hedging activities. During the three months
ended April 2, 1995, the Corporation experienced negative free
cash flow of $21.7 million compared to negative free cash flow of
$56.6 million for the corresponding period in 1994, an
improvement of $34.9 million. This improvement was primarily
attributable to the Corporation's increased profitability and
more stringent working capital controls.
Investing activities for the three months ended April 2,
1995, generated cash of $29.0 million compared to cash usage of
$22.3 million last year. The improvement in cash flow from
investing activity is attributable to the receipt of
approximately $60 million in proceeds from the sale of the
Corporation's RSI business in March 1995.
The Corporation, through its foreign currency hedging
activities, seeks to minimize the risk that its eventual United
States dollar cash flows resulting from the sales of products in
markets outside the United States will be affected by changes in
exchange rates. Foreign currency commitment and transaction
exposures generally are the responsibility of the Corporation's
individual operating units. Management's responses to foreign
exchange movements vary. For example, pricing actions, changes
in cost structures, and changes in hedging strategies may all be
effective responses to a change in exchange rates.
While the Corporation has been proactive in managing its
currency risks, it will continue to report, from time to time,
fluctuations in both earnings and equity due to foreign exchange
movements. This occurs for two reasons. First, it is not
possible to establish a cost-effective hedging program that
eliminates all risk. Second, under generally accepted accounting
principles, the hedging of anticipated future earnings, which are
not firm, is not accorded hedge accounting treatment and,
consequently, could increase earnings volatility. The
Corporation, therefore, does not hedge the translation of future
foreign earnings. For additional details regarding the
Corporation's foreign currency hedging activities, see Notes 1
and 9 of the Notes to the Consolidated Financial Statements
included in the Corporation's Form 10-K for the year ended
December 31, 1994.
Financing activities provided cash of $20.0 million for the
three months ended April 2, 1995, compared to cash generated of
$91.5 million in the first quarter of 1994. During the first
quarter of 1995, the Corporation issued $85.0 million of Medium
Term Notes under its shelf registration statement and reduced its
short-term borrowings by $51.4 million. At April 2, 1995, average
debt maturity was 4.8 years compared to 4.9 years at December 31,
1994.
The Credit Facility includes certain covenants that require
the Corporation to meet specified minimum cash flow coverage and
maximum leverage (debt to equity) ratios. The Corporation's
leverage ratio during the term of the Credit Facility may not
exceed 2.2 at the end of any fiscal quarter. The cash flow
coverage ratio, calculated as of the end of each fiscal quarter,
must exceed 2.5 for any 12-month period. As of April 2, 1995,
the Corporation was in compliance with all covenants and
provisions of the Credit Facility. As of April 2, 1995, the
Corporation's leverage ratio was 1.61, and its cash flow coverage
ratio was 3.27. For additional information in respect of the
Credit Facility, see Note 8 of the Notes to Consolidated
Financial Statements included in the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1994.
The Corporation expects to continue to meet the covenants
imposed by the Credit Facility over the next 12 months. Meeting
the cash flow coverage ratio, however, is dependent upon future
earnings, interest rates, and debt levels, each of which can have
a significant impact on the ratio.
The Corporation will continue to have cash requirements to
support working and fixed capital needs, to pay interest, to
service debt, and to complete previously announced operational
consolidation and reorganization plans. In order to meet these
cash requirements, the Corporation intends to use internally
generated funds and to borrow under the Credit Facility or under
short-term borrowing facilities. Management believes that cash
generated from these sources will be adequate to meet the
Corporation's cash requirements over the next 12 months.
THE BLACK & DECKER CORPORATION
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
The Corporation is involved in various lawsuits in the ordinary
course of business. These lawsuits primarily involve claims for
damages arising out of the use of the Corporation's products and
allegations of patent and trademark infringement. The
Corporation is also involved in litigation and administrative
proceedings involving employment matters and commercial disputes.
Some of these lawsuits include claims for punitive as well as
compensatory damages. The Corporation, using current product
sales data and historical trends, actuarially calculates the
estimate of its current exposure for product liability claims for
amounts in excess of established deductibles and accrues for the
estimated liability as described above up to the limits of the
deductibles. All other claims and lawsuits are handled on a
case-by-case basis.
The Corporation also is involved in lawsuits and
administrative proceedings with respect to claims involving the
discharge of hazardous substances into the environment. Certain
of these claims assert damages and liability for remedial
investigations and cleanup costs with respect to sites at which
the Corporation has been identified as a potentially responsible
party under federal and state environmental laws and regulations
(off-site). Other matters involve sites that the Corporation
currently owns and operates or has previously sold (on-site).
For off-site claims, the Corporation makes an assessment of the
cost involved based on environmental studies, prior experience at
similar sites, and the experience of other named parties. The
Corporation also considers the ability of other parties to share
costs, the percentage of the Corporation's exposure relative to
all other parties, and the effects of inflation on these
estimated costs. For on-site matters associated with properties
currently owned, an assessment is made as to whether an
investigation and remediation would be required under applicable
federal and state law. For on-site matters associated with
properties previously sold, the Corporation considers the terms
of sale as well as applicable federal and state laws to determine
if the Corporation has any remaining liability. If the
Corporation is determined to have potential liability for
properties currently owned or previously sold, an estimate is
made of the total cost of investigation and remediation and other
potential costs associated with the site.
The Corporation's estimate of the costs associated with
legal, product liability, and environmental exposures is accrued
if, in management's judgment, the likelihood of a loss is
probable. These accrued liabilities are not discounted.
Insurance recoveries for environmental and certain general
liability claims are not recognized until realized.
As of April 2, 1995, the Corporation had no known probable
but inestimable exposures for awards and assessments in
connection with environmental matters and other litigation and
administrative proceedings that could have a material effect on
the Corporation.
Management is of the opinion that the amounts accrued for
awards or assessments in connection with the environmental
matters and other litigation and administrative proceedings to
which the Corporation is a party are adequate and, accordingly,
ultimate resolution of these matters will not have a material
adverse effect on the Corporation.
Item 2 Submission of Matters to a Vote of Security Holder
The 1995 Annual Meeting of Stockholders was held on April 25,
1995, for the election of directors, to consider and approve The
Black & Decker Corporation 1995 Stock Option Plan for Non-
Employee Directors, and to ratify the selection of Ernst & Young
LLP as independent public accountants for the Corporation for
fiscal year 1995. A total of 80,091,852 of the 91,274,554 votes
entitled to be cast at the meeting were present in person or by
proxy. At the meeting, the stockholders:
(1) Elected the following directors:
Number of
Number of Shares--
Shares Voted AUTHORITY
Directors FOR WITHHELD
Nolan D. Archibald 79,187,599 904,253
Alonzo G. Decker, Jr. 79,202,725 889,127
Barbara L. Bowles 79,259,301 832,551
Malcolm Candlish 79,313,825 778,027
Anthony Luiso 79,291,322 800,530
J. Dean Muncaster 79,313,749 778,103
Lawrence R. Pugh 79,277,496 814,356
Mark H. Willes 79,309,700 782,152
M. Cabell Woodward, Jr. 79,227,654 864,198
(2) Approved The Black & Decker Corporation 1995 Stock Option
Plan for Non-Employee Directors by an affirmative vote of
60,713,424; votes against the Plan were 16,009,205; and
abstentions were 3,369,223.
(3) Ratified the selection of Ernst & Young LLP as independent
public accountants for the Corporation for fiscal year
1995 by an affirmative vote of 79,142,497; votes against
ratification were 196,793; and abstentions were 752,562.
No other matters were submitted to a vote of the stockholders at
the meeting.
Item 6 Exhibits and Reports on Form 8-K
Exhibit No. Description
10(a) The Black & Decker Corporation 1995 Stock Option
Plan for Non-Employee Directors, included in the
definitive Proxy Statement for the 1995 Annual
Meeting of Stockholders of the Corporation dated
March 9, 1995, is incorporated herein by
reference.
10(b) The Black & Decker Executive Salary
Continuance Plan.
11 Computation of Earnings Per Share.
12 Computation of Ratios.
27 Financial Data Schedule.
99 Computation of Leverage and Cash Flow
Coverage Ratios.
All other items were not applicable.
THE BLACK & DECKER CORPORATION
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE BLACK & DECKER CORPORATION
By: /s/THOMAS M. SCHOEWE
Thomas M. Schoewe
Vice President and
Chief Financial Officer
Principal Accounting Officer
By: /s/STEPHEN F. REEVES
Stephen F. Reeves
Corporate Controller
Date: May 12, 1995
THE BLACK & DECKER
EXECUTIVE SALARY CONTINUANCE PLAN
The purpose of The Black & Decker Executive Salary Continuance
Plan is to assist covered executives who are separated from
employment by the Black & Decker Companies to cushion the financial
effects of the transition period following separation.
SECTION 1. DEFINITIONS.
The following terms shall have the meanings set forth below:
1.1. "Black & Decker" means The Black & Decker Corporation,
a Maryland corporation, and its successors. "Black & Decker
Companies" means Black & Decker and all of its subsidiaries and
affiliates. "Black & Decker Company" means Black & Decker or any
of its subsidiaries and affiliates.
1.2. "Cause" means: (a) an Employee's willful and repeated
failure to substantially perform his or her duties after written
notice to the Employee specifying such failure, or (b) fraud,
misappropriation or intentional material damage to the property or
business of a Black & Decker Company, or (c) commission of a
felony.
1.3. "Continuance Period" means the period determined by the
Chief Executive Officer and stated in the participation agreement.
1.4. "Effective Date" means May 1, 1995.
1.5. "Employee" means an employee of a Black & Decker Company
whose participation in the Plan has been authorized by the Chief
Executive Officer of Black & Decker and who has executed a
participation agreement containing such terms, conditions, and
limitations as may be prescribed by the Chief Executive Officer of
Black & Decker from time to time.
1.6. "ERISA" means the Employee Retirement Security Act of
1974, as it may be amended from time to time.
1.7. "Manager of the Plan" means the Vice President Human
Resources of The Black & Decker Corporation.
1.8. "Plan" means The Black & Decker Executive Salary
Continuance Plan, as set forth herein, as it may be amended from
time to time.
1.9. "Plan Administrator" means The Black & Decker
Corporation Pension Management Committee.
1.10. "Salary Continuance" means payments made to an
Employee pursuant to Section 2.1 below.
1.11 "Severance" means the termination after the Effective
Date of an Employee's employment with the Black & Decker Companies
by a Black & Decker Company for any reason other than for Cause. An
Employee shall not be considered to have incurred a Severance if
his employment is discontinued by reason of: (a) termination by
the Employee for any reason, including but not limited to any
change in job or job duties, compensation, benefits (including
participation in the Plan) or workplace for any reason, (b) the
Employee's death, (c) a physical or mental condition that causes
the Employee to be unable substantially to perform his duties,
including without limitation, any condition that entitles the
Employee to benefits under any sick pay or disability income policy
or program of a Black & Decker Company, (d) the Employee's
mandatory retirement as permitted by applicable law, or (e)
termination by the Employee before the Severance Date scheduled by
the Black & Decker Company which employs the Employee.
1.12. "Severance Date" means the effective date of an
Employee's Severance from employment with all Black & Decker
Companies.
SECTION 2. BENEFITS.
2.1. Each Employee who incurs a Severance shall be entitled
to continue to receive his monthly salary during the Continuance
Period, or until he obtains another position (including a position
with a Black & Decker Company), or until his death, whichever comes
first. If the Employee obtains another position during the
Continuance Period, the amount of monthly salary paid to the
Employee shall be reduced by the amount of gross compensation paid
or payable to the Employee or credited to his account or for his
benefit in connection with the other position.
2.2. No Employee shall be eligible to receive Salary
Continuance or any other benefits under the Plan unless he first
executes a valid and legally binding release in writing, in a form
and manner prescribed by the Manager of the Plan, releasing the
Black & Decker Companies and their employees, officers and
directors from claims and liabilities of any kind relating to the
Employee's employment.
2.3. If a Black & Decker Company is or should become obligated
by law or by contract to pay an Employee severance pay, vacation
pay, salary continuance, notice pay, a termination indemnity, or
the like, or if a Black & Decker Company is or should become
obligated by law or by contract to provide advance notice of
separation ("Notice") to an Employee, then any Salary Continuance
otherwise payable under the Plan to the Employee shall be reduced
by the amount of any such severance pay, salary continuance, notice
pay, termination indemnity, vacation pay, or the like, and by the
amount of any compensation received with respect to any Notice
period (including any Notice period which may be required under the
Worker Adjustment and Retraining Notification Act) during which the
Employee is not required to work. If an Employee applies for and
receives unemployment compensation payments for any period of time
for which Salary Continuance payments are made, any Salary
Continuance payments remaining to be made shall be reduced by the
amount of the unemployment compensation payments.
2.4. Each Employee who incurs a Severance shall also be
entitled to continue to receive the employee benefits described
below during the Continuance Period, or until he obtains another
position (including a position with a Black & Decker Company), or
until his death, whichever comes first; provided the Employee
continues to pay the required employee contribution for the
coverage. Provided the Employee was eligible for and received
these employee benefits before the Severance Date, and provided
that the Black & Decker Company which employed the Employee
continues to provide such benefits to similarly situated employees,
and subject to such amendments and changes in such benefit plans,
programs, practices and policies as may be made from time to time,
the benefits that will be continued are: medical, dental, basic
life insurance, executive life insurance, tax preparation expense
reimbursement, automobile allowance, executive physical examination
and country club memberships. If the Employee obtains another
position prior to the first anniversary of the Severance Date, and
if the position does not offer each of these benefits, then the
benefits which are not offered by the other position will be
continued during the Continuance Period, or until the benefits are
offered by the other position, or until the Employee's death,
whichever occurs first, strictly on a benefit-by-benefit basis. A
benefit will not be continued after the Employee obtains another
position if that benefit is available in the other position, even
if the benefit offered by the other position is inferior to the
benefit offered before the Severance Date, or requires larger
employee contributions for the coverage.
2.5. All other benefits, including vacation pay and short term
and long term disability, shall be discontinued on the Severance
Date. The Employee's employment shall be deemed to have terminated
on his or her Severance Date for purposes of any pension, profit-
sharing, deferred compensation, stock option, stock bonus or stock
purchase plan, whether tax-favored or otherwise, which is sponsored
or administered by a Black & Decker Company and in which the
Employee participated prior to the Severance Date.
SECTION 3. CLAIMS, OPERATION AND INTERPRETATION.
3.1. The Plan shall be interpreted, administered, and operated
by the Manager of the Plan and the Plan Administrator, each of whom
shall have complete authority, in his or their sole discretion, to
interpret the Plan, to prescribe, amend, interpret and rescind
rules and regulations relating to the Plan, and to make all of the
determinations necessary or advisable for the administration of the
Plan.
3.2. All questions of any character whatsoever arising in
connection with the interpretation of the Plan or its
administration or operation shall be submitted to and settled and
determined by the Manager of the Plan or the Plan Administrator in
an equitable and fair manner in accordance with the procedure for
claims and appeals described in Section 3.4. Subject to the
provisions of Section 7.4, any such settlement and determination
shall be final and conclusive, and shall bind and may be relied
upon by the Black & Decker Companies, each of the Employees, and
all other parties in interest.
3.3. The Plan Administrator and the Manager of the Plan may
delegate any of their duties hereunder to such person or persons as
they may designate from time to time.
3.4. An Employee shall file a written claim with the Manager
of the Plan in order to receive Salary Continuance or any other
benefits under the Plan. The Manager of the Plan shall, within 60
days after receipt of the written claim, send a written
notification to the Employee as to its disposition. In the event
the claim is wholly or partially denied, the written notification
shall (a) state the specific reason or reasons for the denial, (b)
make specific reference to pertinent Plan provisions on which the
denial is based, (c) provide a description of any additional
material or information necessary for the Employee to perfect the
claim and an explanation of why such material or information is
necessary, and (d) set forth the procedure by which the Employee
may appeal the denial of his claim. In the event an Employee
wishes to appeal the denial of his claim, he may request a review
of the denial by making application in writing to the Plan
Administrator within 60 days after receipt of the denial. The
Employee (or his duly authorized legal representative) may, upon
written request to the Plan Administrator, review any documents
pertinent to his claim, and submit in writing issues and comments
in support of his position. Within 60 days after receipt of a
written appeal (unless the Plan Administrator determines that
special circumstances, such as the need to hold a hearing, require
an extension of time, but in no event more than 120 days after such
receipt) the Plan Administrator shall notify the Employee of the
final decision. The final decision shall be in writing and shall
include specific reasons for the decision, written in a manner
calculated to be understood by the claimant, and specific
references to the pertinent Plan provisions on which the decision
is based. In the event the Employee wishes to appeal from the Plan
Administrator's decision, the Employee may submit the claim to
final and binding arbitration, in accordance with Section 7.4, by
giving written notice to the Plan Administrator within 60 days
after receipt of the Plan Administrator's decision. No arbitration
for benefits under the Plan may be commenced unless and until the
Employee has submitted a written claim for benefits, has been
notified that the claim has been denied, has filed a written
request for review of the denied claim, and has been notified in
writing that the denial of the claim has been affirmed, all in
accordance with the claims procedure described above.
SECTION 4. PLAN MODIFICATION OR TERMINATION.
4.1. The Plan may be modified or amended at any time by the
Plan Administrator, with or without notice. Without limiting the
foregoing, the Plan may be modified or amended to increase,
decrease or eliminate Salary Continuance and benefits payable to
any Employee who incurs a Severance after such modification or
amendment.
4.2. It is the intention of Black & Decker to continue the
Plan and to pay Salary Continuance to all Employees who have
incurred a Severance. However, Black & Decker, by action of the
Board of Directors, may for any reason terminate the Plan, or the
Chief Executive Officer of Black & Decker may withhold its
application as to some or all Employees, at any time or from time
to time, in each case with or without notice.
4.3. Any modification, amendment, termination, withholding,
extension or other action shall only apply to Employees who incur
a Severance after such action. No such action shall reduce or
eliminate the Salary Continuance of any Employee whose Severance
Date occurs on or before such action is taken.
SECTION 5. GOVERNMENT LAWS AND REGULATIONS.
5.1. The Plan, as a "severance pay arrangement" within the
meaning of Section 3(2)(B)(i) of ERISA, is intended to be excepted
from the definitions of "employee pension benefit plan" and
"pension plan" in Section 3(2) of ERISA, and is intended to meet
the descriptive requirements of a plan constituting a "severance
pay plan" within the meaning of regulations published by the
Secretary of Labor at Title 29, Code of Federal Regulations,
Section 2510.3-2(b), and shall be interpreted accordingly.
5.2. The Plan and the rights of Employees to Salary
Continuance and benefits under the Plan shall be subject to all
applicable governmental laws and regulations. Notwithstanding any
other provision of the Plan to the contrary, the Manager of the
Plan and the Plan Administrator may in his or their discretion make
such changes in the Plan as may be required to conform the Plan to
all applicable governmental laws and regulations.
SECTION 6. EMPLOYEE CONDUCT.
6.1. Notwithstanding anything to the contrary, all of an
Employee's rights to Salary Continuance and to benefits under the
Plan will be forfeited if the Employee discloses confidential
information of a Black & Decker Company or if the Employee, without
the written consent of the Manager of the Plan, enters into
competition with a Black & Decker Company.
6.2. For purposes of this Section 6, the Employee shall be
deemed to be in competition with a Black & Decker Company if the
Employee, directly or indirectly, solicits as a customer any
company which is or was a customer of a Black & Decker Company
during the Employee's employment, or which is or was a potential
customer of a Black & Decker Company with which a Black & Decker
Company has made or will make business contacts during the
Employee's employment; provided, however, that solicitation of a
company as a customer of any business which is not in direct or
indirect competition with any of the types of business conducted by
a Black & Decker Company within any of the same territories as the
Black & Decker Company shall not be prohibited hereby. In
addition, an Employee shall be deemed to be in competition with a
Black & Decker Company if the Employee directly or indirectly
becomes an owner, officer, director, operator, sole proprietor,
partner, joint venturer, contractor or consultant, or participates
in or is connected with the ownership, operation, management or
control of any company in direct or indirect competition with any
of the types of businesses conducted by a Black & Decker Company
within any of the same territories as a Black & Decker Company;
provided, however, that the ownership for investment of less than
5% of the outstanding stock of any of the classes of stock issued
by a publicly-held company shall not be prohibited hereby.
6.3. For the purposes of this Section 6, the Employee shall be
deemed to have disclosed "confidential information" if the Employee
fails to preserve as confidential and uses, communicates, or
discloses to any person, to the actual or potential detriment of a
Black & Decker Company, orally, in writing or by publication, any
information, regardless of when, where or how acquired relating to
or concerning the affairs of a Black & Decker Company; provided,
however, that the foregoing obligations shall not apply to
information which is or becomes public through no fault of the
Employee.
6.4. The Manager of the Plan and the Plan Administrator shall
have the absolute right to determine in his or their sole
discretion (a) whether or not an Employee's employment was
terminated for Cause, and (b) whether or not an Employee has
entered into competition with a Black & Decker Company or has
disclosed confidential information so as to cause a forfeiture of
the Employee's rights and benefits hereunder.
SECTION 7. GENERAL PROVISIONS.
7.1. Nothing in the Plan shall be deemed to give any Employee
the right to be retained in the employ of any Black & Decker
Company or to interfere with the right of any Black & Decker
Company to discharge an Employee at any time and for any lawful
reason, with or without notice or cause. In addition, nothing in
the Plan shall restrict an Employee's right to terminate his
employment at any time.
7.2. Except as otherwise provided herein or by law, no right
or interest of an Employee under the Plan shall be assignable or
transferable, in whole or in part, either directly or by operation
of law or otherwise, including without limitation by execution,
levy, garnishment, attachment, pledge, or any other manner; no
attempted assignment or transfer thereof shall be effective; and no
right or interest of an Employee under the Plan shall be liable
for, or subject to, any obligation or liability of an Employee.
When a payment is due under the Plan to an Employee and the
Employee is unable to care for his affairs, payment may be made
directly to his legal guardian or personal representative.
7.3. Black & Decker may, at any time and from time to time,
without any Employee's consent, assign its interest in the Plan
with respect to one or more Employees to a Black & Decker Company
which shall assume all of Black & Decker's obligations hereunder
with respect to such Employees and, upon such assignment, the
assignee shall be substituted for Black & Decker for all purposes
under the Plan with respect to such Employees. Any such assignment
and assumption shall constitute a novation and the assignee(s)
shall be substituted automatically for Black & Decker with respect
to such Employees. Any such assignee shall have the same rights as
the assignor to further assign the Plan.
7.4. Any dispute or controversy arising out of or relating to
the Plan (or to pay or benefits which may be provided under the
Plan), as well as any dispute or controversy arising out of or
relating to the termination of an Employee's employment, including
any claims based on federal, state or local laws (including
employment discrimination or wrongful dismissal laws), shall be
settled exclusively by final and binding arbitration, conducted in
Towson, Maryland before a neutral arbitrator with expertise in
employment law, including ERISA, in accordance with the Voluntary
Labor Arbitration Rules of the American Arbitration Association.
In reaching a decision, the arbitrator shall interpret, apply and
be bound by the Plan and by applicable law. The arbitrator shall
apply the same standard of review in disputes relating to the Plan
or to Plan benefits as a court of competent jurisdiction would
apply under ERISA. The arbitrator shall have no authority to add
to, detract from, or modify the Plan or any law in any respect.
The arbitrator may grant any remedy or relief that may be necessary
to make the injured party whole, provided that in no event may the
arbitrator grant any remedy or relief that a court of competent
jurisdiction could not grant, nor any relief greater than that
sought by the injured party. Judgment may be entered on the
arbitrator's award in any court of competent jurisdiction.
7.5. The Plan is unfunded. Except as provided in Section 7.3,
the liability for Salary Continuance and other benefits under the
Plan are solely the responsibility of Black & Decker. Salary
Continuance shall be payable from Black & Decker's general assets,
and no other company shall have any responsibility or liability
under the Plan. However, Black & Decker's liabilities under the
Plan shall be discharged to the extent of any payment or benefit
received by the Employee from any other company made for that
purpose and on Black & Decker's behalf or for its benefit.
7.6. If any provision of the Plan shall be held void or
unenforceable, the remainder of the Plan shall remain in full force
and effect, and the Plan shall be construed as if such void or
unenforceable provision were omitted; provided that in interpreting
this Plan the arbitrator shall replace such void or unenforceable
provision with an effective and legally permissible provision, the
effect of which shall be identical to, or as close as reasonably
possible to, the effect of the original provision.
7.7. As used in this Plan, any reference to the masculine,
feminine, or neuter gender shall include all genders, the plural
shall include the singular, and the singular shall include the
plural.
ADOPTED BY THE BOARD OF DIRECTORS OF THE BLACK & DECKER
CORPORATION, APRIL 25, 1995.
/s/ BARBARA B. LUCAS
Barbara B. Lucas, Secretary
<TABLE>
Exhibit 11
THE BLACK & DECKER CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(Amounts in Millions, Except Per Share Data)
For Three Months Ended
April 2, 1995 April 3, 1994
Per Per
Amount Share Amount Share
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 85.0 83.9
Dilutive stock options and
purchase plans--based on the
Treasury stock method using
the average market price (Note 1) (Note 1)
Adjusted shares outstanding 85.0 83.9
Net earnings $25.7 $ 14.6
Less preferred stock dividend 2.9 3.0
Net earnings attributable to
common stock $22.8 $.27 $ 11.6 $ .14
Fully Diluted: (Note 2)
Average shares outstanding 85.0 83.9
Dilutive stock options and
purchase plans--based on the
Treasury stock method using
the average market price (Note 1) (Note 1)
Adjusted shares outstanding 85.0 83.9
Average shares assumed to be
converted through convertible
preferred stock 6.3 (Note 3) 6.4
Fully diluted average
shares outstanding 91.3 90.3
Net earnings $25.7 $.28 $ 14.6 $ .16
Notes: 1. Dilutive effect of common stock equivalents is less than 3% for the
three-month periods ended April 2, 1995, and April 3, 1994, and has not
been shown.
2. The calculation of fully diluted earnings per share is anti-dilutive
and, therefore, is not presented in the financial statements.
3. Difference from prior year is due to rounding.
</TABLE>
<TABLE>
EXHIBIT 12
THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
<CAPTION>
Three Months Ended
April 2, 1995
<S> <C>
EARNINGS:
Earnings before income taxes and cumulative
effects of changes in accounting principles $ 44.0
Interest expense 48.9
Portion of rent expense representative of an
interest factor 7.8
Adjusted earnings before taxes and fixed charges $100.7
FIXED CHARGES:
Interest expense $ 48.9
Portion of rent expense representative of an
interest factor 7.8
Total fixed charges $ 56.7
RATIO OF EARNINGS TO FIXED CHARGES 1.78
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains financial information extracted from the Corporation's
unaudited interim financial statements as of and for the three months ended
April 2, 1995, and the accompanying footnotes and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK> 0000012355
<NAME> THE BLACK & DECKER CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> APR-02-1995
<CASH> 100,700
<SECURITIES> 0
<RECEIVABLES> 853,400<F1>
<ALLOWANCES> 0
<INVENTORY> 846,800
<CURRENT-ASSETS> 1,956,400
<PP&E> 846,600<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,560,300
<CURRENT-LIABILITIES> 1,819,300
<BONDS> 1,816,300
<COMMON> 42,600
0
150,000
<OTHER-SE> 1,047,900
<TOTAL-LIABILITY-AND-EQUITY> 5,560,300
<SALES> 1,021,400
<TOTAL-REVENUES> 1,199,800
<CGS> 642,500
<TOTAL-COSTS> 1,111,100
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48,900
<INCOME-PRETAX> 44,000
<INCOME-TAX> 18,300
<INCOME-CONTINUING> 25,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,700
<EPS-PRIMARY> .27
<EPS-DILUTED> 0<F3>
<FN>
<F1>Represents net trade receivables.
<F2>Represents net property, plant and equipment.
<F3>Fully diluted earnings per share are anti-dilutive and are not presented.
</FN>
</TABLE>
<TABLE>
Exhibit 99
THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
Computation of Ratios
(Dollars in Millions)
<CAPTION>
April 2, 1995
<S> <C>
A. Minimum Cash Flow Coverage Ratio
1. EBITDA (Earnings before income taxes for such period as set forth on BDC's
consolidated statements of earnings for such period, minus [or plus] other
income [or expense] for such period to the extent included in earnings before
income taxes, plus Consolidated Net Interest Expense, plus all charges
in such period for depreciation and amortization as set forth in BDC's
consolidated statements of cash flows for such period, minus net income
of BFS to the extent such net income is derived from any business activity
unrelated to BDC or any subsidiary of BDC) for the period from April 4, 1994 to
April 2, 1995, the Reporting Date. $ 632.6
2. Consolidated Net Interest Expense (Total interest expense [including the
interest component of capital leases and Discount accrued during such
period] of BDC and its Subsidiaries for such period, plus all dividends
declared in such period on Mandatorily Redeemable Stock, minus total interest
income of BDC and its Subsidiaries) for the same period. $ 193.2
3. Quotient obtained by dividing Line 1 by Line 2. 3.27
The calculation of the Cash Flow Coverage Ratio excludes all effects of FAS 106,
FAS 109, and FAS 112 and unusual or non-recurring credits or charges.
B. Maximum Leverage Ratio
1. The sum, without duplication, of all Reported Debt less cash and cash
equivalents of BDC and its Consolidated Subsidiaries at such time, plus
all outstanding Mandatorily Redeemable Stock of BDC and its Subsidiaries
at such time, determined on a consolidated basis, plus all outstanding
obligations of other Persons for money borrowed (except employee obligations
not exceeding $10,000 in aggregate at such time outstanding) Guaranteed by,
or secured by a Lien on any assets of, BDC and its Subsidiaries at such
time, determined on a consolidated basis, plus the book value on the books
of the purchasers thereof of accounts receivable sold by BDC and its
Subsidiaries (other than to BDC or any of its Subsidiaries). $2,582.9
2. Consolidated Net Worth at such time, minus cumulative consolidated net
income of BFS to the extent such net income is derived from any business
activity unrelated to BDC or any Subsidiary of BDC minus (or plus) the
amount by which the equity adjustment for foreign currency translations
used in determining Consolidated Net Worth at such time exceeds (is less
than) the amount thereof used in determining Consolidated Net Worth as
at September 27, 1992. $1,607.3
3. Quotient obtained by dividing Line 1 by Line 2 1.61
The calculation of the Leverage Ratio excludes all effects of FAS 106,
FAS 109, and FAS 112 and unusual or non-recurring credits or charges after
September 27, 1992.
Note: The information described herein is as of the last day of the
fiscal quarter ended April 2, 1995 (the Reporting Date).
Capitalized terms used herein shall have the meanings set forth
in the Credit Facility, dated as of November 18, 1992.
</TABLE>
