BLACK & DECKER CORP
8-K, 1999-10-19
METALWORKG MACHINERY & EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     October 3, 1999



                         THE BLACK & DECKER CORPORATION
             (Exact name of registrant as specified in its charter)

          Maryland                   1-1553                   52-0248090
(State of Incorporation)    (Commission File Number)     (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 name or former address, if changed since last report)


<PAGE>



ITEM 5.  OTHER EVENTS
On October 19,  1999,  the  Corporation  reported its earnings for the three and
nine months ended October 3, 1999.  Attached to this Current  Report on Form 8-K
as Exhibit 99 is a copy of the Corporation's related press release dated October
19, 1999.

FORWARD-LOOKING STATEMENTS
This  Current   Report  on  Form  8-K  includes   statements   that   constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities  Exchange Act of 1934 and that are
intended to come within the safe harbor  protection  provided by those sections.
By their nature, all forward-looking statements involve risks and uncertainties.
Actual  results  may  differ   materially   from  those   contemplated   by  the
forward-looking  statements  for a number of reasons,  including but not limited
to:  market  acceptance  of the new  products  introduced  in 1998  and 1999 and
scheduled for  introduction in the balance of 1999; the level of sales generated
from  these  new  products  relative  to  expectations,  based  on the  existing
investments in productive  capacity and  commitments of the  Corporation to fund
advertising and product  promotions in connection with the introduction of these
new products; the ability of the Corporation and its suppliers to meet scheduled
timetables  of new product  introductions;  unforeseen  competitive  pressure or
other  difficulty in  maintaining  mutually  beneficial  relationships  with key
distributors  or penetrating  new channels of  distribution;  adverse changes in
currency exchange rates or raw material commodity prices, both in absolute terms
and  relative  to  competitors'  risk  profiles;   delays  in  or  unanticipated
inefficiencies  resulting from manufacturing and  administrative  reorganization
actions in progress or contemplated by the strategic  repositioning described in
the  Corporation's  Annual  Report on Form 10-K for the year ended  December 31,
1998,  as updated  in the  Corporation's  Quarterly  Report on Form 10-Q for the
quarter ended July 4, 1999; the degree of working capital investment required to
meet customer service levels; gradual improvement in the economic environment in
Asia and Latin  America;  and economic  growth in North  America which more than
offsets economic softness in Europe.
         In addition to the foregoing,  the Corporation's ability to realize the
anticipated benefits of the restructuring actions undertaken in 1998 and 1999 is
dependent   upon  current  market   conditions,   as  well  as  the  timing  and
effectiveness   of  the   relocation  or   consolidation   of   production   and
administrative  processes.  The ability to realize the benefits  inherent in the
balance  of  the  restructuring  actions  is  dependent  on  the  selection  and
implementation of economically  viable projects in addition to the restructuring
actions taken to date.  The ability to achieve  certain sales and  profitability
targets  and cash flow  projections  also is  dependent  upon the  Corporation's
ability to identify appropriate selected  acquisitions that are complementary to
the Corporation's  existing businesses at acquisition prices that are consistent
with these objectives.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
         Exhibit 99 Press Release of the Corporation dated October 19, 1999.


<PAGE>


                         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 hereunto duly authorized.

                                         THE BLACK & DECKER CORPORATION


                                         By  /s/ STEPHEN F. REEVES
                                                 Stephen F. Reeves
                                                 Vice President and Controller



                                 Contact: Barbara B. Lucas
                                          Senior Vice President - Public Affairs
                                          410/716-2980

                                          F. Robert Hunter, III
                                          Vice President - Investor Relations
                                          410/716-3979


FOR IMMEDIATE RELEASE:  Tuesday, October 19, 1999

SUBJECT: Black & Decker's  Third-Quarter  Sales by Retained  Businesses  Rise 9%
         Excluding  Foreign  Exchange;   Earnings  Per  Share  Increase  21%  on
         Comparable Basis to Record Level


         TOWSON, MD - The Black & Decker Corporation  (NYSE:BDK) announced today
that sales by retained  businesses in the third quarter of 1999 reached a record
level of $1.131  billion,  an increase of 7% over  comparable  sales in the same
period  of  1998.  Excluding  the  effects  of  foreign  currency   translation,
third-quarter sales increased 9%. Including the effects of business divestitures
and  foreign  currency  translation,  reported  sales of $1.111  billion for the
quarter were slightly higher than last year's level of $1.108  billion.  For the
first nine months of 1999,  sales by retained  businesses  increased 7% over the
same  period  of  1998,  or  9%  excluding  the  effects  of  foreign   currency
translation.  Reported  nine-month  sales  declined 3% due to  divestitures  and
foreign currency translation.

         Net earnings for the third  quarter of 1999 rose to $75.3  million or a
record level of 85 cents per diluted  share.  In the same  quarter of 1998,  net
earnings  were  $65.1  million  or  70  cents  per  diluted   share,   excluding
non-recurring  items  consisting  of a $9.2 million (10 cents per share) gain on
sale  of  businesses   and  a  $7.7  million  (8  cents  per  share)   after-tax
restructuring  charge.  The 21%  increase in earnings  per share  resulted  from
operating improvements and lower average outstanding shares of the Corporation's
stock due to a stock repurchase program.
                                     (more)

<PAGE>

Page Two

         For the first nine months of 1999,  net earnings were $185.2 million or
$2.09 per diluted share. In the same period last year, the Corporation  reported
a net loss of $846.4 million or $9.06 per share.  Excluding  non-recurring items
consisting of a $900 million  write-off of goodwill,  a $107.7 million after-tax
restructuring  charge,  and a $13.4 million after-tax gain on sale of businesses
and including the dilutive  effect of options for the first nine months of 1998,
net earnings  would have been $147.9  million or $1.55 per diluted share for the
period.  Therefore,  comparable  earnings per share for the first nine months of
1999  improved  35%.  The  increase  was due to  operating  improvements,  lower
restructuring-related   costs,   lower  borrowing   costs,   and  lower  average
outstanding shares.

         Commenting  on the  results,  Nolan D.  Archibald,  Chairman  and Chief
Executive  Officer,  said,  "This was Black & Decker's  strongest  third quarter
ever,  as  evidenced  by record  levels of sales and  earnings  per share.  With
increases  of 8% in sales and 32% in profits,  the Power  Tools and  Accessories
segment surpassed even the excellent  performance that it achieved in the second
quarter.  These results were driven by our North American business,  where sales
of both  DEWALT(R)  professional  tools and  Black &  Decker(R)  consumer  tools
continued to grow at  double-digit  rates.  Popular new products,  including the
jobsite  charger/radio by DEWALT,  and FireStorm(TM)  high-performance  cordless
drills, Mouse(TM) sander/polishers,  and DustBuster(R) cordless vacuums by Black
& Decker,  together with strong partnerships with key retailers have contributed
to our success.  As we enter the largest  selling season of the year with a wide
array of new products, we are encouraged by early indications from end users and
major retailers, including The Home Depot, Lowe's, and Wal*Mart.

         "Outstanding  performance  in North America more than  compensated  for
flat Power Tools and  Accessories  sales in Europe,  where solid  growth in some
countries was offset by continued weakness in Germany. In the rest of the world,
sales were up slightly. Six Sigma projects and manufacturing  productivity gains
around  the  world had a  significant  impact on this  segment's  financial  and
operating results.
                                     (more)

<PAGE>

Page Three

         "Sales in the Hardware and Home Improvement  segment  increased 5%  and
profits  were up 6% over last  year's  third-quarter  levels.  Profits  improved
dramatically at Price Pfister plumbing products on a 5% increase in sales. Sales
also rose 5% at Kwikset security hardware. We expect increased  profitability in
Hardware  and Home  Improvement  as we  continue  to execute  our  manufacturing
productivity and  restructuring  plans and consider  additional steps to improve
our cost structure and customer service levels.

         "The Fastening and Assembly Systems segment  maintained a long-standing
positive  trend  with  increases  of 11% in  sales  and 12% in  profits  for the
quarter. Innovative new products, global networking, intense customer focus, and
continuous improvement in productivity are driving excellent performance in this
high-margin business.

         "We are  particularly  pleased that the  Corporation's  return on sales
climbed to 12.4% in the  quarter,  nearly one  percentage-point  higher than the
comparable  level  last  year.  This  performance  puts us on track to reach our
return-on-sales  goal of 12% for the full year and  positions  us to achieve 15%
ROS over the longer term.

         "Year-to-date  free cash flow was a use of $75 million.  This  increase
from a use of $12 million last year was related  directly to a planned  increase
in inventory to support  customer  service  requirements and strong sales growth
that we continue to experience,  particularly  in our North American Power Tools
business,  as we prepare for the holiday  season.  With  prospects for increased
productivity and good sales growth,  we anticipate  healthy cash flow during the
fourth   quarter  and  believe  that  our  company  is  capable  of   generating
approximately $200 million of free cash flow for the full year.
                                     (more)


<PAGE>

Page Four

         "Our outlook for the remainder of the year remains  optimistic.  We are
encouraged by a positive  response in the North American  marketplace to our new
products.  We have  aggressive  merchandising  programs  in place in major  home
centers and mass merchants to ensure  maximum  exposure and appeal to end users,
and  we  will  be  supporting   our  sales  efforts  with  national   television
advertising.  Our Power Tools business in North America remains very strong, and
we  expect   continued   improvement  in  Europe  and  other  foreign   markets.
Restructuring  activities,  together with Six Sigma  initiatives which are being
fully  deployed  throughout our company,  are  strengthening  our  manufacturing
processes  and  improving  product  quality while  reducing  costs.  We also are
investing  in long-term  growth by adding  engineering  and  end-user  marketing
resources  to  enhance  our  ability  to  develop  and  promote  successful  new
products."

         This release includes forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. By their nature,  all  forward-looking  statements involve
risks  and  uncertainties.  For a more  detailed  discussion  of the  risks  and
uncertainties  that may affect Black & Decker's  operating and financial results
and its  ability to achieve the  financial  objectives  discussed  in this press
release,  interested  parties should review Black & Decker's  reports filed with
the  Securities  and Exchange  Commission,  including the Current Report on Form
8-K, filed October 19, 1999.

         Black & Decker is a leading global  manufacturer  and marketer of power
tools,  hardware,  and home improvement products used in and around the home and
for commercial applications.

                                      * * *




<PAGE>

                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF EARNINGS (Unaudited)
                 (Dollars in Millions Except Per Share Amounts)


                                                  Three Months Ended
                                       --------------------------------------
                                         October 3, 1999   September 27, 1998
                                       -----------------   ------------------

SALES                                  $         1,110.6   $          1,107.7
    Cost of goods sold                             694.0                709.0
    Selling, general, and
      administrative expenses                      278.9                270.1
    Restructuring and exit costs                       -                 14.2
    Gain on sale of businesses                         -                 26.9
                                       -----------------   ------------------
OPERATING INCOME                                   137.7                141.3
    Interest expense (net of
      interest income)                              26.2                 29.1
    Other expense                                    0.8                  3.8
                                       -----------------   ------------------
EARNINGS BEFORE INCOME TAXES                       110.7                108.4
    Income taxes                                    35.4                 41.8
                                       -----------------   ------------------
NET EARNINGS                           $            75.3   $             66.6
                                       =================   ==================



NET EARNINGS PER COMMON SHARE - BASIC  $            0.87   $             0.73
                                       =================   ==================

Shares Used in Computing Basic
    Earnings Per Share (in Millions)                87.0                 90.9
                                       =================   ==================



NET EARNINGS PER COMMON SHARE -
    ASSUMING DILUTION                  $            0.85   $             0.72
                                       =================   ==================

Shares Used in Computing Diluted
    Earnings Per Share (in Millions)                88.3                 92.6
                                       =================   ==================






<PAGE>

                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF EARNINGS (Unaudited)
                 (Dollars in Millions Except Per Share Amounts)


                                                   Nine Months Ended
                                       --------------------------------------
                                         October 3, 1999   September 27, 1998
                                       -----------------   ------------------

SALES                                  $         3,173.3   $          3,285.7
    Cost of goods sold                           1,993.4              2,139.2
    Selling, general, and
      administrative expenses                      836.7                835.5
    Write-off of goodwill                              -                900.0
    Restructuring and exit costs                       -                154.2
    Gain on sale of businesses                         -                 63.4
                                       -----------------   ------------------
OPERATING INCOME (LOSS)                            343.2               (679.8)
    Interest expense (net of
      interest income)                              70.9                 87.3
    Other expense                                      -                  6.2
                                       -----------------   ------------------
EARNINGS (LOSS) BEFORE INCOME TAXES                272.3               (773.3)
    Income taxes                                    87.1                 73.1
                                       -----------------   ------------------
NET EARNINGS (LOSS)                    $           185.2   $           (846.4)
                                       =================   ==================



NET EARNINGS (LOSS) PER COMMON SHARE -
    BASIC                              $            2.13   $            (9.06)
                                       =================   ==================

Shares Used in Computing Basic
    Earnings Per Share (in Millions)                87.1                 93.4
                                       =================   ==================



NET EARNINGS (LOSS) PER COMMON SHARE -
    ASSUMING DILUTION                  $            2.09   $            (9.06)
                                       =================   ==================

Shares Used in Computing Diluted
    Earnings Per Share (in Millions)                88.4                 93.4
                                       =================   ==================






<PAGE>

                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (Unaudited)
                              (Millions of Dollars)


                                       October 3, 1999      September 27, 1998
                                       ---------------     -------------------

ASSETS
Cash and cash equivalents              $         142.5      $            143.3
Trade receivables                                851.7                   804.3
Inventories                                      864.3                   739.9
Current assets of business
    held for sale                                    -                    21.1
Other current assets                             200.5                   179.8
                                       ---------------     -------------------
       TOTAL CURRENT ASSETS                    2,059.0                 1,888.4
                                       ---------------     -------------------

PROPERTY, PLANT, AND EQUIPMENT                   718.2                   717.4
GOODWILL                                         746.0                   762.0
NON-CURRENT ASSETS OF BUSINESS
    HELD FOR SALE                                    -                   101.1
OTHER ASSETS                                     630.3                   489.2
                                       ---------------     -------------------
                                       $       4,153.5      $          3,958.1
                                       ===============     ===================

LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings                  $         428.0      $             61.0
Current maturities of long-term debt              58.8                    60.4
Trade accounts payable                           431.0                   361.2
Current liabilities of business
    held for sale                                    -                     8.3
Other accrued liabilities                        731.7                   773.9
                                       ---------------     -------------------
       TOTAL CURRENT LIABILITIES               1,649.5                 1,264.8
                                       ---------------     -------------------

LONG-TERM DEBT                                 1,058.4                 1,671.3
DEFERRED INCOME TAXES                            276.8                    55.0
POSTRETIREMENT BENEFITS                          262.0                   265.5
OTHER LONG-TERM LIABILITIES                      230.5                   183.8
STOCKHOLDERS' EQUITY                             676.3                   517.7
                                       ---------------     -------------------
                                       $       4,153.5      $          3,958.1
                                       ===============     ===================




<PAGE>

                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
               SUPPLEMENTAL BALANCE SHEET INFORMATION (Unaudited)
                                INVENTORY DETAIL
                              (Millions of Dollars)


                                    October 3, 1999   September 27, 1998
                                    ---------------   ------------------

Power Tools & Accessories (a)               $ 702.7              $ 584.9

Hardware & Home Improvement                   151.1                155.1

Fastening & Assembly Systems                   52.9                 51.0

Corporate & Eliminations                      (42.4)               (51.1)

                                    ---------------   ------------------
Total                                       $ 864.3              $ 739.9
                                    ===============   ==================


(a) Consists of the following:

  North America                             $ 363.2              $ 248.6
  Europe                                      245.2                222.0
  Other                                        94.3                114.3
                                    ---------------   ------------------
  Total Power Tools & Accessories           $ 702.7              $ 584.9
                                    ===============   ==================




<PAGE>

THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION ABOUT BUSINESS SEGMENTS (Unaudited)
(Millions of Dollars)
                                           Reportable Business Segments
                                  --------------------------------------------
                                        Power   Hardware  Fastening
                                        Tools     & Home          &
Three Months Ended                          &   Improve-   Assembly
October 3, 1999                   Accessories       ment    Systems      Total
- ------------------------------------------------------------------------------
Sales to unaffiliated customers      $  785.3     $226.3     $119.7   $1,131.3
Segment profit (loss) (for
   Consolidated, operating income)       97.0       33.9       19.9      150.8
Depreciation and amortization            18.8        8.1        3.9       30.8
Capital expenditures                     28.0        8.9        7.7       44.6

Three Months Ended
September 27, 1998
- ------------------------------------------------------------------------------
Sales to unaffiliated customers      $  729.8     $216.2     $108.3   $1,054.3
Segment profit (loss) (for
   Consolidated, operating
   income before restructuring
   and exit costs, and gain on
   sale of businesses)                   73.6       32.0       17.7      123.3
Depreciation and amortization            20.8        7.1        3.4       31.3
Capital expenditures                     15.5        9.6        4.7       29.8

Nine Months Ended
October 3, 1999
- ------------------------------------------------------------------------------
Sales to unaffiliated customers      $2,189.6     $656.2    $ 374.1   $3,219.9
Segment profit (loss) (for
   Consolidated, operating income)      223.3       88.7       63.5      375.5
Depreciation and amortization            61.1       25.5       11.6       98.2
Capital expenditures                     71.4       25.7       16.3      113.4

Nine Months Ended
September 27, 1998
- ------------------------------------------------------------------------------
Sales to unaffiliated customers      $2,024.1     $620.5    $ 344.2   $2,988.8
Segment profit (loss) (for
   Consolidated, operating
   income before restructuring
   and exit costs, write-off of
   goodwill, and gain on sale
   of businesses)                       172.0       88.6       57.8      318.4
Depreciation and amortization            65.3       19.7       10.2       95.2
Capital expenditures                     46.0       23.2       10.8       80.0





<PAGE>

THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION ABOUT BUSINESS SEGMENTS (Unaudited)
(Millions of Dollars)


                                                         Corporate,
                                                            Adjust-
                                               Currency      ments,
Three Months Ended                    All   Translation    & Elimi-   Consoli-
October 3, 1999                    Others   Adjustments     nations      dated
- ------------------------------------------------------------------------------
Sales to unaffiliated customers    $   --      $  (20.7)     $   --   $1,110.6
Segment profit (loss) (for
   Consolidated, operating income)     --          (2.3)      (10.8)     137.7
Depreciation and amortization          --           (.6)        6.9       37.1
Capital expenditures                   --          (1.1)         --       43.5

Three Months Ended
September 27, 1998
- ------------------------------------------------------------------------------
Sales to unaffiliated customers    $ 67.6      $  (14.2)     $   --   $1,107.7
Segment profit (loss) (for
   Consolidated, operating
   income before restructuring
   and exit costs, and gain on
   sale of businesses)                4.3          (1.1)        2.1      128.6
Depreciation and amortization          --           (.4)        7.0       37.9
Capital expenditures                  3.2           (.5)         .1       32.6

Nine Months Ended
October 3, 1999
- ------------------------------------------------------------------------------
Sales to unaffiliated customers    $   --      $  (46.6)     $   --   $3,173.3
Segment profit (loss) (for
   Consolidated, operating income)     --          (5.0)      (27.3)     343.2
Depreciation and amortization          --          (1.4)       20.9      117.7
Capital expenditures                   --          (2.2)         .2      111.4

Nine Months Ended
September 27, 1998
- ------------------------------------------------------------------------------
Sales to unaffiliated customers    $333.6      $  (36.7)     $   --   $3,285.7
Segment profit (loss) (for
   Consolidated, operating
   income before restructuring
   and exit costs, write-off of
   goodwill, and gain on sale
   of businesses)                    16.5          (4.5)      (19.4)     311.0
Depreciation and amortization          --          (1.1)       20.4      114.5
Capital expenditures                 13.1          (1.1)         .4       92.4

<PAGE>


     The reconciliation of segment profit to the Corporation's earnings (loss)
before income taxes for each period, in millions of dollars, is as follows:

                                                         Three Months Ended
- ------------------------------------------------------------------------------
                                                      October 3, September 27,
                                                           1999          1998
- ------------------------------------------------------------------------------
Segment profit for total reportable business segments    $150.8        $123.3
Segment profit for all other businesses                      --           4.3
Items excluded from segment profit:
    Adjustment of budgeted foreign exchange rates to
      actual rates                                         (2.3)         (1.1)
    Depreciation of Corporate property and amortization
      of goodwill                                          (6.9)         (7.0)
    Adjustment to businesses' postretirement benefit
      expenses booked in consolidation                      5.2           8.2
    Adjustment to eliminate net interest and
      non-operating expenses from results of certain
      operations in Brazil, Mexico, Venezuela, and
      Turkey                                                 .1           1.6
    Other adjustments booked in consolidation directly
      related to reportable business segments              (6.4)           .3
Amounts allocated to businesses in arriving at segment
    profit in excess of (less than) Corporate center
    operating expenses, eliminations, and other amounts
    identified above                                       (2.8)         (1.0)
- ------------------------------------------------------------------------------
Operating income before restructuring and exit costs,
    write-off of goodwill, and gain on sale of
    businesses                                            137.7         128.6
Restructuring and exit costs                                 --          14.2
Write-off of goodwill                                        --            --
Gain on sale of businesses                                   --          26.9
- ------------------------------------------------------------------------------
    Operating income (loss)                               137.7         141.3
Interest expense, net of interest income                   26.2          29.1
Other expense                                                .8           3.8
- ------------------------------------------------------------------------------
    Earnings (loss) before taxes                         $110.7        $108.4
==============================================================================

<PAGE>

                                                          Nine Months Ended
- ------------------------------------------------------------------------------
                                                      October 3, September 27,
                                                           1999          1998
- ------------------------------------------------------------------------------
Segment profit for total reportable business segments    $375.5        $318.4
Segment profit for all other businesses                      --          16.5
Items excluded from segment profit:
    Adjustment of budgeted foreign exchange rates to
      actual rates                                         (5.0)         (4.5)
    Depreciation of Corporate property and amortization
      of goodwill                                         (20.9)        (20.4)
    Adjustment to businesses' postretirement benefit
      expenses booked in consolidation                     21.8          24.7
    Adjustment to eliminate net interest and
      non-operating expenses from results of certain
      operations in Brazil, Mexico, Venezuela, and
      Turkey                                                1.2           4.2
    Other adjustments booked in consolidation directly
      related to reportable business segments             (10.0)        (18.7)
Amounts allocated to businesses in arriving at segment
    profit in excess of (less than) Corporate center
    operating expenses, eliminations, and other amounts
    identified above                                      (19.4)         (9.2)
- ------------------------------------------------------------------------------
Operating income before restructuring and exit costs,
    write-off of goodwill, and gain on sale of
    businesses                                            343.2         311.0
Restructuring and exit costs                                 --         154.2
Write-off of goodwill                                        --         900.0
Gain on sale of businesses                                   --          63.4
- ------------------------------------------------------------------------------
    Operating income (loss)                               343.2        (679.8)
Interest expense, net of interest income                   70.9          87.3
Other expense                                                --           6.2
- ------------------------------------------------------------------------------
    Earnings (loss) before taxes                         $272.3       $(773.3)
==============================================================================
<PAGE>

Basis of Presentation:
     The Corporation  operates in three reportable  business  segments:  Power
Tools and  Accessories,  Hardware  and Home  Improvement  (formerly  "Building
Products"),   and  Fastening  and  Assembly  Systems.   The  Power  Tools  and
Accessories segment has worldwide  responsibility for the manufacture and sale
of  consumer  and  professional  power  tools and  accessories,  cleaning  and
lighting products,  and electric lawn and garden tools, as well as for product
service.   In  addition,   the  Power  Tools  and   Accessories   segment  has
responsibility  for the sale of  plumbing  products to  customers  outside the
United  States  and Canada and for sales of the  retained  household  products
business.   The  Hardware   and  Home   Improvement   segment  has   worldwide
responsibility  for the manufacture and sale of security  hardware and for the
manufacture  of plumbing  products as well as  responsibility  for the sale of
plumbing products to customers in the United States and Canada.  The Fastening
and Assembly Systems segment has worldwide  responsibility for the manufacture
and sale of fastening and assembly systems.
     The Corporation also operated  several  businesses that do not constitute
reportable  business segments.  These businesses  included the manufacture and
sale  of  glass   container-forming  and  inspection  equipment,  as  well  as
recreational and household  products.  In 1998, the Corporation  completed the
sale  or  recapitalization  of  its  glass  container-forming  and  inspection
equipment  business,  Emhart Glass; its recreational  products business,  True
Temper Sports; and its household  products business  (excluding certain assets
associated  with the  Corporation's  cleaning and lighting  products) in North
America, Latin America (excluding Brazil), and Australia.  Because True Temper
Sports,  Emhart Glass, and the household  products  business in North America,
Latin  America   (excluding   Brazil),   and  Australia  are  not  treated  as
discontinued  operations under generally accepted accounting principles,  they
remain  a  part  of  the   Corporation's   reported  results  from  continuing
operations,  and the results of operations  and  financial  positions of these
businesses have been included in the consolidated financial statements through
the dates of consummation of the respective transactions.  Amounts relating to
these  businesses  are  included in the segment  table above under the caption
"All Others." The results of the household  products  business  included under
the caption "All Others" are based upon certain  assumptions and  allocations.
The household products  businesses sold during 1998 were jointly operated with
the cleaning and lighting  products  businesses  retained by the  Corporation.
Further, the Corporation's divested household products businesses in Australia
and  Latin  America   (excluding   Brazil)  were  operated  jointly  with  the
Corporation's power tools and accessories businesses. Accordingly, the results
of the household products  businesses  included in the segment table under the
caption "All Others" were determined using certain assumptions and allocations
that the Corporation believes are reasonable under the circumstances.
     The  Corporation  assesses the  performance  of its  reportable  business
segments based upon a number of factors, including segment profit. In general,
segments follow the same  accounting  policies as those described in Note 1 of
the  Corporation's  Annual Report on Form 10-K for the year ended December 31,
1998,  except  with  respect to  foreign  currency  translation  and except as
further  indicated  below. The financial  statements of a segment's  operating
units  located  outside the United  States,  except  those units  operating in
highly  inflationary  economies,  are measured using the local currency as the
functional  currency.  For these  units  located  outside  the United  States,
segment assets and elements of segment  profit are  translated  using budgeted
rates of exchange.  Budgeted rates of exchange are established  annually,  and
once  established  all prior  period  segment  data is restated to reflect the
newly  established  budgeted  rates of exchange.  The amounts  included in the
segment table above under the captions  "Reportable  Business  Segments," "All
Others," and "Corporate,  Adjustments,  &  Eliminations"  are reflected at the
Corporation's  current  budgeted  exchange rates.  The amounts included in the
segment  table  above  under the caption  "Currency  Translation  Adjustments"
represent  the  difference  between   consolidated  amounts  determined  using
budgeted  rates of  exchange  and  those  determined  based  upon the rates of
exchange  applicable under  accounting  principles  generally  accepted in the
United States.
     Segment profit excludes interest income and expense, non-operating income
and expense,  goodwill  amortization,  adjustments  to eliminate  intercompany
profit in  inventory,  and income tax  expense.  In addition,  segment  profit
excludes restructuring and exit costs and, for 1998, the write-off of goodwill
and gain on sale of  businesses.  For  certain  operations  located in Brazil,
Mexico,  Venezuela,  and  Turkey,  segment  profit is reduced by net  interest
expense and non-operating  expenses.  In determining segment profit,  expenses
relating to pension and other  postretirement  benefits  are based solely upon
estimated  service  costs.  Corporate  expenses are  allocated to each segment
based upon budgeted  amounts.  No corporate  expenses  have been  allocated to
divested businesses.  While sales and transfers between segments are accounted
for at cost plus a reasonable  profit,  the effects of intersegment  sales are
excluded  from the  computation  of  segment  profit.  Intercompany  profit in
inventory is excluded from segment  assets and is recognized as a reduction of
cost of sales by the selling segment when the related  inventory is sold to an
unaffiliated customer.  Because the Corporation  compensates the management of
its  various   businesses  on,  among  other  factors,   segment  profit,  the
Corporation  may elect to record certain  segment-related  expense items of an
unusual or nonrecurring nature in consolidation rather than reflect such items
in segment profit.  In addition,  certain  segment-related  items of income or
expense may be recorded in  consolidation in one period and transferred to the
Corporation's various segments in a later period.



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