10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2009

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-1553

THE BLACK & DECKER CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	52-0248090
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
701 East Joppa Road
Towson, Maryland	21286
(Address of principal executive offices)	(Zip Code)
(410) 716-3900
(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report.)

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES   o NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o YES   o NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o YES   x NO

The number of shares of Common Stock outstanding as of April 24, 2009: 60,122,865

THE BLACK & DECKER CORPORATION

INDEX – FORM 10-Q

March 29, 2009

	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Earnings (Unaudited) For the Three Months Ended March 29, 2009 and March 30, 2008	3
Consolidated Balance Sheet (Unaudited) March 29, 2009 and December 31, 2008	4
Consolidated Statement of Stockholders’ Equity (Unaudited) For the Three Months Ended March 29, 2009 and March 30, 2008	5
Consolidated Statement of Cash Flows (Unaudited) For the Three Months Ended March 29, 2009 and March 30, 2008	6
Notes to Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and  Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures about Market Risk	31
Item 4. Controls and Procedures	31
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 4. Submission of Matters to a Vote of Security Holders	33
Item 6. Exhibits	34
SIGNATURES	35

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED STATEMENT OF EARNINGS (Unaudited)

The Black & Decker Corporation and Subsidiaries

(Dollars in Millions Except Per Share Amounts)

	Three Months Ended
	March 29,		March 30,
	2009		2008
Sales	$	1,073.7	$	1,495.8
Cost of goods sold		732.9		978.3
Selling, general, and administrative expenses		303.0		394.6
Restructuring and exit costs		11.9		18.3
Operating Income		25.9		104.6
Interest expense (net of interest income)		15.9		16.5
Other expense		1.0		—
Earnings Before Income Taxes		9.0		88.1
Income taxes		4.1		20.7
Net Earnings	$	4.9	$	67.4
Net Earnings Per Common Share – Basic	$	.08	$	1.10
Shares Used in Computing Basic Earnings Per Share (in Millions)		59.4		60.5
Net Earnings Per Common Share – Assuming Dilution	$	.08	$	1.08
Shares Used in Computing Diluted Earnings Per Share (in Millions)		59.4		61.4
Dividends Per Common Share	$	.42	$	.42

See Notes to Consolidated Financial Statements (Unaudited).

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CONSOLIDATED BALANCE SHEET (Unaudited)

The Black & Decker Corporation and Subsidiaries

(Dollars in Millions Except Per Share Amount)

	March 29,			December 31,
	2009			2008
Assets
Cash and cash equivalents	$	325.0		$	277.8
Trade receivables		906.4			924.6
Inventories		982.5			1,024.2
Other current assets		288.5			377.0
Total Current Assets		2,502.4			2,603.6
Property, Plant, and Equipment		507.4			527.9
Goodwill		1,214.0			1,223.2
Other Assets		825.3			828.6
	$	5,049.1		$	5,183.3
Liabilities and Stockholders’ Equity
Short-term borrowings	$	286.2		$	83.3
Current maturities of long-term debt		.1			.1
Trade accounts payable		377.5			453.1
Other current liabilities		768.0			947.4
Total Current Liabilities		1,431.8			1,483.9
Long-Term Debt		1,437.7			1,444.7
Postretirement Benefits		660.2			669.4
Other Long-Term Liabilities		458.1			460.5
Stockholders’ Equity
Common stock, par value $.50 per share		30.0			30.0
Capital in excess of par value		22.7			14.3
Retained earnings		1,516.4			1,536.8
Accumulated other comprehensive income (loss)		(507.8	)		(456.3	)
Total Stockholders’ Equity		1,061.3			1,124.8
	$	5,049.1		$	5,183.3

See Notes to Consolidated Financial Statements (Unaudited).

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CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

The Black & Decker Corporation and Subsidiaries

(Dollars in Millions Except Per Share Data)

	Outstanding Common Shares			Par Value			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at December 31, 2007		62,923,723		$	31.5		$	27.0		$	1,498.5		$	(98.3	)	$	1,458.7
Comprehensive income (loss):
Net earnings		—			—			—			67.4			—			67.4
Net gain on derivative instruments (net of tax)		—			—			—			—			11.0			11.0
Foreign currency translation adjustments, less effect of hedging activities (net of tax)		—			—			—			—			.3			.3
Amortization of actuarial losses and prior service cost (net of tax)		—			—			—			—			3.6			3.6
Comprehensive income		—			—			—			67.4			14.9			82.3
Cash dividends ($.42 per share)		—			—			—			(25.6	)		—			(25.6	)
Common stock issued under stock-based plans (net of forfeitures)		15,186			—			7.7			—			—			7.7
Purchase and retirement of common stock		(2,000,541	)		(1.0	)		(34.7	)		(97.9	)		—			(133.6	)
Balance at March 30, 2008		60,938,368		$	30.5		$	—		$	1,442.4		$	(83.4	)	$	1,389.5
	Outstanding Common Shares			Par Value			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at December 31, 2008		60,092,726		$	30.0		$	14.3		$	1,536.8		$	(456.3	)	$	1,124.8
Comprehensive income (loss):
Net earnings		—			—			—			4.9			—			4.9
Net loss on derivative instruments (net of tax)		—			—			—			—			(5.1	)		(5.1	)
Foreign currency translation adjustments, less effect of hedging activities (net of tax)		—			—			—			—			(49.4	)		(49.4	)
Amortization of actuarial losses and prior service cost (net of tax)		—			—			—			—			3.0			3.0
Comprehensive income (loss)		—			—			—			4.9			(51.5	)		(46.6	)
Cash dividends ($.42 per share)		—			—			—			(25.3	)		—			(25.3	)
Common stock issued under stock-based plans (net of forfeitures)		33,309			—			8.4			—			—			8.4
Balance at March 29, 2009		60,126,035		$	30.0		$	22.7		$	1,516.4		$	(507.8	)	$	1,061.3

See Notes to Consolidated Financial Statements (Unaudited).

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CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

The Black & Decker Corporation and Subsidiaries

(Dollars in Millions)

	Three Months Ended
	March 29,			March 30,
	2009			2008
Operating Activities
Net earnings	$	4.9		$	67.4
Adjustments to reconcile net earnings to cash flow from operating activities:
Non-cash charges and credits:
Depreciation and amortization		31.0			33.7
Stock-based compensation		7.6			6.8
Amortization of actuarial losses and prior service cost		3.0			3.6
Restructuring and exit costs		11.9			18.3
Other		.1			.7
Changes in selected working capital items:
Trade receivables		(2.3	)		(73.9	)
Inventories		15.0			(36.4	)
Trade accounts payable		(69.8	)		45.8
Other current liabilities		(107.3	)		(88.9	)
Restructuring spending		(15.1	)		(3.4	)
Other assets and liabilities		(148.8	)		(60.6	)
Cash Flow From Operating Activities		(269.8	)		(86.9	)
Investing Activities
Capital expenditures		(19.8	)		(25.0	)
Proceeds from disposal of assets		.9			.8
Cash outflow associated with purchase of previously acquired business		(1.1	)		—
Cash inflow from hedging activities		165.8			40.3
Cash Flow From Investing Activities		145.8			16.1
Financing Activities
Net increase in short-term borrowings		203.0			126.9
Proceeds from issuance of long-term debt (net of debt issue costs of $.2)		—			99.8
Purchase of common stock		—			(133.6	)
Issuance of common stock		—			.9
Cash dividends		(25.3	)		(25.6	)
Cash Flow From Financing Activities		177.7			68.4
Effect of exchange rate changes on cash		(6.5	)		3.1
Increase In Cash And Cash Equivalents		47.2			.7
Cash and cash equivalents at beginning of period		277.8			254.7
Cash And Cash Equivalents At End Of Period	$	325.0		$	255.4

See Notes to Consolidated Financial Statements (Unaudited).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The Black & Decker Corporation and Subsidiaries

Note 1: Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements of The Black & Decker Corporation (collectively with its subsidiaries, the Corporation) have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by accounting principles generally accepted in the United States 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.

Operating results for the three-month period ended March 29, 2009, 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, 2008.

Adoption of New Accounting Standards

As more fully disclosed in Note 1 of Notes to Consolidated Financial Statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, effective January 1, 2008, for measuring financial assets and financial liabilities. The Corporation adopted the measurement and disclosure requirements of SFAS No. 157 for non-financial assets and liabilities as of January 1, 2009. That adoption did not have a material impact on the Corporation’s financial position or results of operations.

The Corporation adopted SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, effective January 1, 2009. SFAS No. 161 requires enhanced disclosures about an entity’s derivative and hedging activities, without a change to existing standards relative to measurement and recognition. That adoption did not have any effect on the Corporation’s financial position or results of operations. The Corporation’s disclosure about its derivative and hedging activities are included in Note 1 of Notes to Consolidated Financial Statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, and in Note 9.

The Corporation adopted FASB Staff Position No. EITF 03-6-1 (FSP EITF 03-6-1), Determining Whether Instruments Granted in Share-Based Payments Transactions are Participating Securities, effective January 1, 2009. FSP EITF 03-6-1 clarifies whether instruments granted in share-based payment transactions should be included in the computation of earnings per share using the two-class method prior to vesting and requires that all prior-period earnings per share data presented be adjusted retrospectively. Accordingly, basic and diluted earnings per share for the three months ended March 30, 2008, have been adjusted to reflect the adoption of FSP EITF 03-6-1.

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Note 2: Inventories

The classification of inventories at the end of each period, in millions of dollars, was as follows:

	March 29,			December 31,
	2009			2008
FIFO cost
Raw materials and work-in-process	$	245.8		$	263.9
Finished products		761.7			783.8
		1,007.5			1,047.7
Adjustment to arrive at LIFO inventory value		(25.0	)		(23.5	)
	$	982.5		$	1,024.2

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; all other inventories are based on the first-in, first-out (FIFO) method.

Note 3: Short-Term Borrowings, Current Maturities of Long-Term Debt, and Long-Term Debt

The terms of the Corporation’s $1.0 billion commercial paper program and its supporting $1.0 billion senior unsecured revolving credit facility are more fully disclosed in Note 7 of Notes to Consolidated Financial Statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008. The Corporation’s average borrowings outstanding under its commercial paper program, its unsecured revolving credit facility, and other short-term borrowing arrangements were $346.7 million and $721.0 million for the three-month periods ended March 29, 2009 and March 30, 2008, respectively. The amount available for borrowing under the Corporation’s unsecured revolving credit facility was $717.0 million at March 29, 2009.

Indebtedness of subsidiaries of the Corporation in the aggregate principal amounts of $153.3 million and $152.8 million were included in the Consolidated Balance Sheet at March 29, 2009 and December 31, 2008, respectively, in short-term borrowings, current maturities of long-term debt, and long-term debt.

Subsequent to March 29, 2009, the Corporation issued $350.0 million of 8.95% senior notes due 2014.

Note 4: Stockholders’ Equity

During the three months ended March 30, 2008, the Corporation repurchased 2,000,541 shares of its common stock at a total cost of $133.6 million. To reflect that repurchase in its Consolidated Balance Sheet, the Corporation: (i) first, reduced its common stock by $1.0 million, representing the aggregate par value of the shares repurchased; (ii) next, reduced capital in excess of par value by $34.7 million — an amount which brought capital in excess of par value to zero as of March 30, 2008; and (iii) last, charged the residual of $97.9 million to retained earnings.

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Note 5: Earnings Per Share

The computations of basic and diluted earnings per share for each period are as follows:

	Three Months Ended
(Amounts in Millions Except Per Share Data)	March 29,  2009			March 30,  2008
Numerator:
Net earnings	$	4.9		$	67.4
Dividends on stock-based plans		(.4	)		(.3	)
Undistributed earnings allocable to stock-based plans		.3			(.5	)
Numerator for basic and diluted earnings per share  – net earnings available to common stockholders	$	4.8		$	66.6
Denominator:
Denominator for basic earnings per share — weighted- average shares		59.4			60.5
Employee stock options		—			.9
Denominator for diluted earnings per share – adjusted weighted-average shares and assumed conversions		59.4			61.4
Basic earnings per share	$	.08		$	1.10
Diluted earnings per share	$	.08		$	1.08

As of March 29, 2009 and March 30, 2008, options to purchase approximately 5.2 million and 2.0 million shares of common stock, respectively, with a weighted-average exercise price of $63.30  and $87.71 per share, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the effect would be anti-dilutive.

Note 6: Business Segments

The following table provides selected financial data for the Corporation’s reportable business segments (in millions of dollars):

	Reportable Business Segments
Three Months Ended March 29, 2009	Power Tools & Accessories		Hardware &  Home  Improvement		Fastening  & Assembly  Systems		Total		Currency Translation Adjustments			Corporate,  Adjustment, & Eliminations			Consolidated
Sales to unaffiliated customers	$	803.4	$	171.0	$	124.1	$	1,098.5	$	(24.8	)	$	—		$	1,073.7
Segment profit (loss) (for Consoli- dated, operating income before restructuring and exit costs)		31.0		6.9		2.4		40.3		2.1			(4.6	)		37.8
Depreciation and amortization		20.8		4.8		5.4		31.0		(.3	)		.3			31.0
Capital expenditures		14.8		2.9		1.7		19.4		(.2	)		.6			19.8
Three Months Ended March 30, 2008
Sales to unaffiliated customers	$	1,038.2	$	211.1	$	187.2	$	1,436.5	$	59.3		$	—		$	1,495.8
Segment profit (loss) (for Consoli- dated, operating income before restructuring and exit costs)		86.1		15.6		29.5		131.2		8.0			(16.3	)		122.9
Depreciation and amortization		22.4		4.8		5.4		32.6		1.0			.1			33.7
Capital expenditures		15.0		5.3		3.8		24.1		.8			.1			25.0

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The Corporation operates in three reportable business segments: Power Tools and Accessories, Hardware and Home Improvement, and Fastening and Assembly ­Systems. The Power Tools and Accessories segment has worldwide responsibility for the manufacture and sale of consumer and industrial power tools and accessories, lawn and garden products, and electric cleaning, automotive, lighting, and household products, as well as for product service. In addition, the Power Tools and Accessories segment has responsibility for the sale of security hardware to customers in Mexico, Central America, the Caribbean, and South America; and for the sale of plumbing products to customers outside the United States and Canada. The Hardware and Home Improvement segment has worldwide responsibility for the manufacture and sale of security hardware (except for the sale of security hardware in Mexico, Central America, the Caribbean, and South America). The Hardware and Home Improvement segment also has responsibility for the manufacture of plumbing products and 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 profitability measure employed by the Corporation and its chief operating decision maker for making decisions about allocating resources to segments and assessing segment performance is segment profit (for the Corporation on a consolidated basis, operating income before restructuring and exit costs). In general, segments follow the same accounting policies as those described in Note 1 of Notes to Consolidated Financial Statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, except with respect to foreign currency translation and except as further indicated below. The financial statements of a segment’s operating units located outside of the United States, except those units operating in highly inflationary economies, are generally measured using the local currency as the functional currency. For these units located outside of 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 current year’s budgeted rates of exchange. The amounts included in the preceding table under the captions “Reportable Business Segments” and “Corporate, Adjustments, & Eliminations” are reflected at the Corporation’s budgeted rates of exchange for 2009. The amounts included in the preceding table under the caption “Currency Translation Adjustments” represent the difference between consolidated amounts determined using those 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, adjustments to eliminate intercompany profit in inventory, and income tax expense. In addition, segment profit excludes restructuring and exit costs. In determining segment profit, expenses relating to pension and other postretirement benefits are based solely upon estimated service costs. Corporate expenses, as well as certain centrally managed expenses, including expenses related to share-based compensation, are allocated to each reportable segment based upon budgeted amounts. 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 goods sold 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 non-recurring nature in consolidation rather than reflect such items in segment

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profit. In addition, certain segment-related items of income or expense may be recorded in consolidation in one period and transferred to the various segments in a later period.

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

	Three Months Ended
	March 29, 2009			March 30,  2008
Segment profit for total reportable business segments	$	40.3		$	131.2
Items excluded from segment profit:
Adjustment of budgeted foreign exchange rates to actual rates		2.1			8.0
Depreciation of Corporate property		(.3	)		(.1	)
Adjustment to businesses’ postretirement benefit expenses booked in consolidation		(3.0	)		(.9	)
Other adjustments booked in consolidation directly related to reportable business segments		5.9			(2.2	)
Amounts allocated to businesses in arriving at segment profit in excess of (less than) Corporate center operating expenses, eliminations, and other amounts identified above		(7.2	)		(13.1	)
Operating income before restructuring and exit costs		37.8			122.9
Restructuring and exit costs		11.9			18.3
Operating income		25.9			104.6
Interest expense, net of interest income		15.9			16.5
Other expense		1.0			—
Earnings before income taxes	$	9.0		$	88.1

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Note 7: Postretirement Benefits

The Corporation’s pension and other postretirement benefit plans are more fully disclosed in Notes 1 and 12 of Notes to Consolidated Financial Statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008. The following tables present the components of the Corporation’s net periodic cost related to its defined benefit pension plans for the three months ended March 29, 2009 and March 30, 2008 (in millions of dollars):

	Pension Benefits Plans						Pension Benefits Plans
	In the United States						Outside of the United States
	Three Months Ended						Three Months Ended
	March 29, 2009			March 30, 2008			March 29, 2009			March 30, 2008
Service cost	$	4.8		$	5.7		$	1.8		$	3.1
Interest cost		16.5			15.9			7.8			10.7
Expected return on plan assets		(17.4	)		(19.5	)		(7.5	)		(10.6	)
Amortization of prior service cost		.4			.5			.2			.4
Amortization of net actuarial loss		4.6			4.0			—			1.3
Net periodic cost	$	8.9		$	6.6		$	2.3		$	4.9

The Corporation’s defined postretirement benefits consist of several unfunded health care plans that provide certain postretirement medical, dental, and life insurance benefits for certain United States retirees and employees. The postretirement medical benefits are contributory and include certain cost-sharing features, such as deductibles and co-payments. The net periodic cost related to these defined postretirement benefit plans were $.7 million and $.6 million for the three months ended March 29, 2009 and March 30, 2008, respectively.

Note 8: Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis are summarized below (in millions of dollars):

	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant  Other Observable Inputs (Level 2)			FIN 39 Netting (a)			March 29,  2009 (Total)
Assets:
Investments	$	26.9		$	20.5		$	—		$	47.4
Derivatives		.3			166.1			(52.6	)		113.8
Liabilities:
Derivatives		(4.6	)		(66.9	)		52.6			(18.9	)
Debt		—			(1,541.7	)		—			(1,541.7	)

(a) FASB Interpretation No. 39 (FIN 39), Offsetting of Amounts Related to Certain Contracts, permits the netting of derivative receivables and derivative payables when a legally enforceable master netting arrangement exits.

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Investments, derivative contracts and debt are valued using quoted market prices for identical or similar assets and liabilities. Investments classified as Level 1 include those whose fair value is based on identical assets in an active market. Investments classified as Level 2 include those whose fair value is based upon identical assets in markets that are less active. The fair value for derivative contracts are based upon current quoted market prices and are classified as Level 1 or Level 2 based on the nature of the underlying markets in which these derivatives are traded. The fair value of debt is based upon current quoted market prices in markets that are less active.

Note 9: Derivative Financial Instruments

The Corporation’s objectives and strategies for using derivative instruments are more fully disclosed in Note 1 of Notes to Consolidated Financial Statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008. The following table summarizes the contractual amount of foreign currency forward exchange contracts as of March 29, 2009, in millions of dollars, which were entered into to hedge forecasted purchases or to hedge foreign currency denominated assets, liabilities, and firm commitments. Foreign currency amounts were translated at current rates as of the reporting date. The “Buy” amount represents the United States dollar equivalent of commitments to purchase currencies, and the “Sell” amounts represent the United States dollar equivalent of commitments to sell currencies.

	Buy		Sell
Forward exchange contracts to hedge forecasted purchases	$	469.6	$	(414.5	)
Forward exchange contracts to hedge foreign currency denominated assets, liabilities and firm commitments		2,343.5		(2,381.2	)

The notional amount of commodity contracts outstanding at March 29, 2009, was 11.1 million pounds and 2.8 million pounds of commodity contracts for zinc and copper, respectively. As of March 29, 2009, the notional amount of the Corporation’s portfolio of fixed-to-variable interest rate swap instruments was $325.0 million. As of March 29, 2009, the notional amount of the Corporation’s net investment hedges consisted of contracts to sell the British Pound Sterling in the amount of £383.8 million. The notional amount of derivative instruments not designated as hedging instruments at March 29, 2009 was not material.

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The following table details the fair value of derivative financial instruments included in the Consolidated Balance Sheet as of March 29, 2009 (in millions of dollars):

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives Designated as Hedging Instruments
Interest rate contracts	Other current assets	$	2.6	Other current liabilities	$	—
	Other assets		38.4	Other long-term liabilities		—
Foreign exchange contracts	Other current assets		58.2	Other current liabilities		57.5
	Other assets		11.3	Other long-term liabilities		.8
Net investment contracts	Other current assets		43.8	Other current liabilities		—
Commodity contracts	Other current assets		.1	Other current liabilities		4.5
	Other assets		.2	Other long-term liabilities		—
Total Derivatives Designated as Hedging Instruments		$	154.6		$	62.8

Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts	Other current assets	$	11.8	Other current liabilities	$	8.7
Total Derivatives		$	166.4		$	71.5

The fair value of derivative financial instruments in the preceding table is presented prior to the netting of derivative receivables and derivative payables under FIN 39 as disclosed in Note 8.

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The following table details the impact of derivative financial instruments in the Consolidated Statement of Earnings for the three months ended March 29, 2009 (in million of dollars):

Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI (a) (Effective Portion)		Location of Gain (Loss) Reclassified  from OCI into  Income (Effective  Portion)	Amount of Gain (Loss) Reclassified from OCI into Income (Effective Portion)			Location of Gain  (Loss) Recognized  in Income  (Ineffective  Portion)	Amount of Gain (Loss) Recognized in Income (Ineffective Portion)
Foreign exchange contracts	$	9.5	Cost of goods sold	$	17.3		Cost of goods sold	$	(.3	)
			Interest expense, net		1.6		Interest expense, net		—
			Other expense		(4.8	)	Other expense		.1
Commodity contracts		1.8	Cost of goods sold		(2.4	)	Cost of goods sold		—
Total	$	11.3		$	11.7			$	(.2	)

Derivatives in Fair Value Hedging Relationships	Location of Gain (Loss) Recognized in Income	Amount of Gain (Loss) Recognized in Income
Interest rate contracts	Interest expense, net	$	(3.6	)

Derivatives in Net Investment Hedging Relationships	Amount of Gain (Loss) Recognized in OCI (Effective Portion)			Location of Gain (Loss) Recognized in Income (Ineffective Portion)	Amount of Gain (Loss) Recognized in Income (Ineffective Portion)
Foreign exchange contracts	$	(1.9	)	Other expense	$	—

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income	Amount of Gain (Loss) Recognized in Income
Foreign exchange contracts	Cost of goods sold	$	.9
	Other expense		1.0
Commodity contracts	Cost of goods sold		—
Total		$	1.9

(a) OCI is defined as Accumulated Other Comprehensive income (loss), a component of stockholders’ equity.

Amounts deferred in accumulated other comprehensive income (loss) at March 29, 2009, that are expected to be reclassified into earnings during the next twelve months represent an after-tax gain of $39.6 million. The amount expected to be reclassified into earnings during the next twelve months includes unrealized gains and losses related to open foreign currency and commodity contracts. Accordingly, the amounts that are ultimately reclassified into earnings may differ materially.

Note 10: Interest Expense (Net of Interest Income)

Interest expense (net of interest income) for each period, in millions of dollars, was as follows:

	Three Months Ended
	March 29, 2009			March 30, 2008
Interest expense	$	19.1		$	24.9
Interest (income)		(3.2	)		(8.4	)
	$	15.9		$	16.5

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Note 11: Income Taxes

Consolidated income tax expense of $4.1 million and $20.7 million was recognized on the Corporation’s earnings before income taxes of $9.0 million and $88.1 million for the three-month periods ended March 29, 2009 and March 30, 2008, respectively. Consolidated income tax expense included a tax benefit of $3.5 million and $6.1 million recognized on the $11.9 million and $18.3 million pre-tax restructuring charges during the three-month periods ended March 29, 2009 and March 30, 2008, respectively. The Corporation’s effective tax rate was 45.6% and 23.5% for the three-month periods ended March 29, 2009 and March 30, 2008, respectively. The Corporation’s effective tax rate for the three-month periods ended March 29, 2009, was higher than the effective tax rate recognized in the corresponding period of 2008, due primarily to the following factors: (i) the leveraging effect of the interest component on reserves for uncertain tax positions, included as a component of tax expense ratably over the year, on lower earnings before income taxes in the 2009 period; and (ii) the favorable resolution of certain tax audits in the 2008 period.

The amount of unrecognized tax benefits, including the amount of related interest, and the amount, if recognized, that would not affect the annual effective tax rate at the end of each period, in millions of dollars, was as follows:

	March 29,  2009		December 31,  2008
Unrecognized tax benefits (including interest of $23.6 in 2009 and $24.3 in 2008)	$	254.8	$	255.8
Amount, if recognized, that would not affect the annual effective tax rate		39.1		38.0

At March 29, 2009, the Corporation classified $47.5 million of its liabilities for unrecognized tax benefits within other current liabilities.

As more fully disclosed in Note 11 of Notes to Consolidated Financial Statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, the Corporation is subject to periodic examinations by taxing authorities in many countries and, currently, is undergoing periodic examinations of its tax returns in the United States (both federal and state), Canada, Germany and the United Kingdom. The final outcome of the future tax consequences of these examinations and legal proceedings, as well as the outcome of competent authority proceedings, changes in regulatory tax laws, or interpretation of those tax laws, changes in income tax rates, or expiration of statutes of limitation, could impact the Corporation’s financial statements. The Corporation is subject to the effects of these matters occurring in various jurisdictions. Accordingly, the Corporation has tax reserves recorded for which it is reasonably possible that the amount of the unrecognized tax benefit will increase or decrease within the next twelve months. Any such increase or decrease could have a material effect on the financial results for any particular fiscal quarter or year. However, based on the uncertainties associated with litigation and the status of examinations, including the protocols of finalizing audits by the relevant tax authorities, which could include formal legal proceedings, it is not possible to estimate the impact of any such change.

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Note 12: Restructuring Actions

A summary of restructuring activity during the three-month period ended March 29, 2009, is set forth below (in millions of dollars):

	Severance Benefits			Write-Down to Fair Value Less Costs to Sell of Certain Long- Lived Assets			Other Charges			Total
Restructuring reserve at December 31, 2008	$	35.6		$	–		$	2.0		$	37.6
Reserves established in 2009		11.1			.4			.4			11.9
Utilization of reserves:
Cash		(15.0	)		–			(.1	)		(15.1	)
Non-cash		–			(.4	)		–			(.4	)
Foreign currency translation		(.6	)		–			–			(.6	)
Restructuring reserve at March 29, 2009	$	31.1		$	–		$	2.3		$	33.4

The Corporation’s restructuring actions that were initiated prior to 2009 are more fully disclosed in Note 18 of Notes to Consolidated Financial Statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008.

During the three-month period ended March 29, 2009, the Corporation recorded a restructuring charge of $11.9 million. The principal components of this restructuring charge related to the elimination of direct and indirect manufacturing positions as well as selling, general, and administrative positions. As a result, a severance benefits accrual of $11.1 million was included in the restructuring charge, of which $8.9 million related to the Power Tools and Accessories segment, $1.4 million related to the Hardware and Home Improvement segment, and $.8 million related to the Fastening and Assembly Systems segment. The severance benefits accrual included the elimination of approximately 1,500 positions including approximately 1,200 manufacturing related positions. The restructuring charge also included a $.4 million write-down to fair value of certain long-lived assets for the Hardware and Home Improvement segment. In addition, the restructuring charge reflected $.3 million and $.1 million related to the early termination of lease agreements by the Power Tools and Accessories segment and Fastening and Assembly Systems segment, respectively, necessitated by the restructuring actions.

Of the remaining $33.4 million restructuring accrual at March 29, 2009, $26.7 million relates to the Power Tools and Accessories segment, $4.7 million relates to the Hardware and Home Improvement segment, $1.8 million relates to the Fastening and Assembly Systems segment and $.2 million relates to Corporate. The Corporation anticipates that the remaining actions contemplated under the $33.4 million accrual will be completed during 2009 and 2010.

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Note 13: Litigation and Contingent Liabilities

As more fully disclosed in Note 20 of Notes to Consolidated Financial Statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, 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 also is involved in litigation and administrative proceedings involving employment matters, commercial disputes and income tax matters. Some of these lawsuits include claims for punitive as well as compensatory damages.

The Corporation also is party to litigation and administrative proceedings with respect to claims involving the discharge of hazardous substances into the environment. Some of these assert claims for damages and liability for remedial investigations and clean-up costs with respect to sites that have never been owned or operated by the Corporation but at which the Corporation has been identified as a potentially responsible party. Other matters involve current and former manufacturing facilities.

The Environmental Protection Agency (EPA) and the Santa Ana Regional Water Quality Control Board have each initiated administrative proceedings against the Corporation and certain of the Corporation’s current or former affiliates alleging that the Corporation and numerous other defendants are responsible to investigate and remediate alleged groundwater contamination in and adjacent to a 160-acre property located in Rialto, California. The cities of Colton and Rialto, as well as Goodrich Corporation, also initiated lawsuits against the Corporation and certain of the Corporation’s former or current affiliates in the Federal District Court for California, Central District alleging similar claims that the Corporation is liable under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), the Resource Conservation and Recovery Act, and state law for the discharge or release of hazardous substances into the environment and the contamination caused by those alleged releases. These cases were voluntarily dismissed without prejudice in June 2008. The City of Colton also has a companion case in California State court, which is currently stayed for all purposes. Certain defendants in that case have cross-claims against other defendants and have asserted claims against the State of California. The administrative proceedings and the lawsuits generally allege that West Coast Loading Corporation (WCLC), a defunct company that operated in Rialto between 1952 and 1957, and an as yet undefined number of other defendants are responsible for the release of perchlorate and solvents into the groundwater basin, and that the Corporation and certain of the Corporation’s current or former affiliates are liable as a “successor” of WCLC. The Corporation believes that neither the facts nor the law support an allegation that the Corporation is responsible for the contamination and is vigorously contesting these claims.

The EPA has provided an affiliate of the Corporation a “Notice of Potential Liability” related to environmental contamination found at the Centredale Manor Restoration Project Superfund site, located in North Providence, Rhode Island. The EPA has discovered dioxin, polychlorinated biphenyls, and pesticide contamination at this site. The EPA alleged that an affiliate of the Corporation is liable for site cleanup costs under CERCLA as a successor to the liability of Metro-Atlantic, Inc., a former operator at the site, and demanded reimbursement of the EPA’s costs related to this site. The EPA, which considers the Corporation to be the primary potentially responsible party (PRP) at the site, is expected to release a draft Feasibility Study Report, which

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will identify and evaluate remedial alternatives for the site, in 2009. At December 31, 2008, the estimated remediation costs related to this site (including the EPA’s past costs as well as costs of additional investigation, remediation, and related costs, less escrowed funds contributed by PRPs who have reached settlement agreements with the EPA), which the Corporation considers to be probable and can be reasonably estimable, range from approximately $48.7 million to approximately $100 million, with no amount within that range representing a more likely outcome. During 2007, the Corporation increased its reserve for this environmental remediation matter to $48.7 million, reflecting the probability that the Corporation will be identified as the principal financially viable PRP upon issuance of the EPA draft Feasibility Study Report. The Corporation has not yet determined the extent to which it will contest the EPA’s claims with respect to this site. Further, to the extent that the Corporation agrees to perform or finance remedial activities at this site, it will seek participation or contribution from additional PRPs and insurance carriers. As the specific nature of the environmental remediation activities that may be mandated by the EPA at this site have not yet been determined, the ultimate remedial costs associated with the site may vary from the amount accrued by the Corporation at March 29, 2009.

As of March 29, 2009, the Corporation’s aggregate probable exposure with respect to environmental liabilities, for which accruals have been established in the consolidated financial statements, was $102.3 million. These accruals are reflected in other current liabilities and other long-term liabilities in the Consolidated Balance Sheet.

Total future costs for environmental remediation activities will depend upon, among other things, the identification of any additional sites, the determination of the extent of contamination at each site, the timing and nature of required remedial actions, the technologies available, the nature and terms of cost sharing arrangements with other PRPs, the existing legal requirements and nature and extent of future environmental laws, and the determination of the Corporation’s liability at each site. The recognition of additional losses, if and when they may occur, cannot be reasonably predicted.

In the opinion of management, amounts accrued for exposures relating to product liability claims, environmental matters, income tax matters, and other legal proceedings are adequate and, accordingly, the ultimate resolution of these matters is not expected to have a material adverse effect on the Corporation’s consolidated financial statements. As of March 29, 2009, the Corporation had no known probable but inestimable exposures relating to product liability claims, environmental matters, income tax matters, or other legal proceedings that are expected to have a material adverse effect on the Corporation. There can be no assurance, however, that unanticipated events will not require the Corporation to increase the amount it has accrued for any matter or accrue for a matter that has not been previously accrued because it was not considered probable. While it is possible that the increase or establishment of an accrual could have a material adverse effect on the financial results for any particular fiscal quarter or year, in the opinion of management there exists no known potential exposure that would have a material adverse effect on the financial condition or on the financial results of the Corporation beyond any such fiscal quarter or year.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

The Corporation is a global manufacturer and marketer of power tools and accessories, hardware and home improvement products, and technology-based fastening systems. As more fully described in Note 6 of Notes to Consolidated Financial Statements, the Corporation operates in three reportable business segments — Power Tools and Accessories, Hardware and Home Improvement, and Fastening and Assembly Systems — with these business segments comprising approximately 73%, 16%, and 11%, respectively, of the Corporation’s sales for the three-month period ended March 29, 2009.

The Corporation markets its products and services in over 100 countries. During 2008, approximately 55%, 25%, and 20% of its sales were made to customers in the United States, in Europe (including the United Kingdom and Middle East), and in other geographic regions, respectively. The Power Tools and Accessories and Hardware and Home Improvement segments are subject to general economic conditions in the countries in which they operate as well as the strength of the retail economies. The Fastening and Assembly Systems segment is also subject to general economic conditions in the countries in which it operates as well as to automotive and industrial demand.

An overview of certain aspects of the Corporation’s performance during the three-month period ended March 29, 2009, follows:

· The Corporation continued to face a difficult demand environment during the first quarter of 2009 due to the impact of the global recession. Sales for the three-month period ended March 29, 2009, decreased by 28% from the corresponding 2008 level. That reduction was the result of a 24% decline in unit volume, a 5% unfavorable impact from foreign currency attributable to the effects of a stronger U.S. dollar, partially offset by 1% of favorable price. The unit volume decline was experienced across all business segments and throughout all geographic regions. The Corporation expects that continued weakness in economic conditions will result in a sales decline of approximately 20% in 2009, as compared to 2008, including a 5% unfavorable impact from foreign currency.

· Operating income as a percentage of sales for the three-month period ended March 29, 2009, decreased by 460 basis points, from the corresponding period in 2008. Of that 460 basis-point decline, a reduction in gross margin as a percentage of sales contributed approximately 290 basis points and an increase in selling, general, and administrative expenses as a percentage of sales contributed approximately 180 basis points, and were offset by a $6.4 million reduction in restructuring and exit costs that contributed a favorable 10 basis points. Gross margin as a percentage of sales declined in the three months ended March 29, 2009, as compared to the corresponding period in 2008, as a result of the unfavorable effects of lower volumes, commodity inflation (including the appreciation of the Chinese renminbi) and mix, which were only partially offset by the favorable effects of pricing. Despite a 23% reduction in selling, general, and administrative expenses in the first quarter of 2009 from the 2008 level, selling, general, and administrative expenses as a percentage of sales increased in the three-month period ended March 29, 2009, as compared to the corresponding period in 2008, due to the de-leveraging of expenses over a lower sales base. The Corporation anticipates that operating income as a percentage of sales will approximate 5% in 2009.  The Corporation

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expects that operating income in 2009 will be unfavorably impacted by the de-leveraging of expenses over a lower sales base and by higher commodity costs as the Corporation will be unable to benefit from declines in certain commodity prices that occurred in late 2008 until the expiration of its supply agreements at various points in 2009.

· Interest expense (net of interest income) decreased by $.6 million for the three-month period ended March 29, 2009, from the corresponding 2008 period principally as a result of lower interest rates, including the impact on the Corporation’s foreign currency hedging activities. In early April 2009, the Corporation issued $350.0 million of 8.95% senior notes due 2014. The Corporation utilized the net proceeds from the issuance of the senior notes to repay outstanding short-term borrowings and, therefore, anticipates that its quarterly interest expense for the remainder of 2009 will increase from the interest expense recognized during the first quarter of 2009.

· The Corporation’s effective tax rate of 45.6% for the three-month period ended March 29, 2009, was greater than the 23.5% effective tax rate recognized in the corresponding period of 2008, primarily due to the leveraging effect of the interest component on reserves for uncertain tax positions, included as a component of tax expense ratably over the year, on lower earnings before taxes in the 2009 period, as well as to the favorable effect of the resolution of certain tax audits in the 2008 period.

· Net earnings were $4.9 million, or $.08 per share on a diluted basis, for the three-month period ended March 29, 2009, as compared to net earnings of $67.4 million, or $1.08 per share on a diluted basis, for the corresponding period in 2008.

· Cash used in operating activities increased by $182.9 million for the three-month period ended March 29, 2009, as compared to the first quarter of 2008. The increase in cash used in operating activities was primarily due to lower net earnings and higher usage of cash associated with other assets and liabilities, including the impact of the Corporation’s foreign currency hedging activities.

The preceding information is an overview of certain information for the three-month period ended March 29, 2009, and should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in its entirety.

In the discussion and analysis of financial condition and results of operations that follows, the Corporation generally attempts to list contributing factors in order of significance to the point being addressed.

RESULTS OF OPERATIONS

Sales

The following chart sets forth an analysis of the consolidated changes in sales for the three-month periods ended March 29, 2009 and March 30, 2008:

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Analysis of Changes in Sales
	Three Months Ended
(Dollars in Millions)	March 29, 2009			March 30, 2008
Total sales	$	1,073.7		$	1,495.8
Unit volume		(24	)%		(9	)%
Price		1	%		—	%
Currency		(5	)%		4	%
Change in total sales		(28	)%		(5	)%

Total consolidated sales for the three-month period ended March 29, 2009, decreased by 28% from the corresponding 2008 level. Unit volume declined 24% for the three-month period ended March 29, 2009. The unit volume decline was experienced across all business segments and throughout all geographic regions. Pricing actions had a 1% favorable impact on sales for the three-month period ended March 29, 2009. The effects of a stronger U.S. dollar, as compared to most other currencies, particularly the euro, Canadian dollar, British pound, and Brazilian real, resulted in a 5% decrease in consolidated sales for the three-month period ended March 29, 2009, as compared to the corresponding period in 2008.

Earnings

A summary of the Corporation’s consolidated gross margin, selling, general, and administrative expenses, restructuring and exit costs, and operating income—all expressed as a percentage of sales—follows:

	Three Months Ended
(Percentages of sales)	March 29, 2009			March 30, 2008
Gross margin		31.7	%		34.6	%
Selling, general, and administrative expenses		28.2	%		26.4	%
Restructuring and exit costs		1.1	%		1.2	%
Operating income		2.4	%		7.0	%

The Corporation reported consolidated operating income of $25.9 million, or 2.4% of sales, for the three months ended March 29, 2009, as compared to operating income of $104.6 million, or 7.0% of sales, for the corresponding period in 2008.

Consolidated gross margin as a percentage of sales declined by 290 basis points from the 2008 level to 31.7% for the three-month period ended March 29, 2009. That decrease in gross margin resulted from the unfavorable effects of lower volumes, commodity inflation (including the appreciation of the Chinese renminbi) and mix. Those negative factors were partially offset by the favorable effects of pricing.

Consolidated selling, general, and administrative expenses as a percentage of sales increased by 180 basis points from the 2008 level to 28.2% for the three months ended March 29, 2009. That

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increase in selling, general, and administrative expenses as a percentage of sales was primarily due to the de-leveraging of expenses over a lower sales base. Selling, general, and administrative expenses for the three-month period ended March 29, 2009, declined by $91.6 million from the prior year’s level to $303.0 million. That decline was due to several factors, including: (i) a decline in variable selling expenses due to lower sales volumes; (ii) cost reduction initiatives that resulted in lower general and administrative expenses in all business segments; (iii) the favorable effects of foreign currency translation; (iv) restructuring savings; and (v) lower legal and environmental expense, including the reversal of a previously established reserve in the amount of $3.9 million due to a favorable ruling on certain litigation in the quarter.

During the three months ended March 29, 2009, the Corporation recognized restructuring and exit costs of $11.9 million, related to actions in its Power Tools and Accessories, Hardware and Home Improvement, and Fastening and Assembly Systems segments. As more fully described in Note 12 of Notes to Consolidated Financial Statements, these restructuring charges primarily reflect actions to reduce the Corporation’s selling, general, and administrative expenses and to improve its manufacturing cost base.

Consolidated net interest expense (interest expense less interest income) for the three months ended March 29, 2009 and March 30, 2008, was $15.9 million and $16.5 million, respectively. The decrease in net interest expense for the three-month period ended March 29, 2009, as compared to the prior year’s level, was primarily the result of lower interest rates, including the impact on the Corporation’s foreign currency hedging activities.

Other expense was $1.0 million and $— million for the three months ended March 29, 2009 and March 30, 2008, respectively.

Consolidated income tax expense of $4.1 million was recognized on the Corporation’s earnings before income taxes of $9.0 million for the three-month period ended March 29, 2009. The Corporation’s effective tax rate of 45.6% for the first three months of 2009 was greater than the 23.5% rate recognized in the corresponding period in 2008 primarily due to the leveraging effect of the interest component on reserves for uncertain tax positions, included as a component of tax expense ratably over the year, on lower earnings before taxes in the 2009 period, as well as to the favorable effect of the resolution of certain tax audits in the 2008 period.

The Corporation reported net earnings of $4.9 million, or $.08 per share on a diluted basis, for the three-month period ended March 29, 2009, as compared to net earnings of $67.4 million, or $1.08 per share on a diluted basis, for the corresponding period in 2008. Net earnings for the three-month period ended March 29, 2009 and March 30, 2008, included the effects of an after-tax restructuring charge of $8.4 million ($11.9 million before taxes) and $12.2 million ($18.3 million before taxes), respectively.

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BUSINESS SEGMENTS

As more fully described in Note 6 of Notes to Consolidated Financial Statements, the Corporation operates in three reportable business segments: Power Tools and Accessories, Hardware and Home Improvement, and Fastening and Assembly Systems.

Power Tools and Accessories

Segment sales and segment profit for the Power Tools and Accessories segment, determined on the basis described in Note 6 of Notes to Consolidated Financial Statements, were as follows (dollars in millions):

	Three Months Ended
	March 29, 2009		March 30, 2008
Sales to unaffiliated customers	$	803.4	$	1,038.2
Segment profit		31.0		86.1

Sales to unaffiliated customers in the Power Tools and Accessories segment during the first quarter of 2009 decreased by 23% from the corresponding period in 2008.

During the first quarter of 2009, sales in North America decreased 23% from the prior year’s level primarily due to continued weak demand in the United States as a result of depressed housing and decelerating commercial construction. Sales of industrial power tools and accessories in the United States decreased approximately 30% as a result of lower sales in the independent channel and at retail, including the effects of inventory corrections. These decreases were partially offset by increased sales at a major retailer due to new product listings. Sales of consumer power tools and accessories in the United States decreased at a mid-single-digit rate from the 2008 level. That decrease was the result of the timing of significant shipments of lawn and garden products that occurred in December ahead of the spring 2009 season, which was partially offset by increased sales of the recently introduced Porter-Cable Tradesman line. In Canada, sales decreased at a double-digit rate as a result of a 25% decline in sales of industrial power tools and accessories and a mid-single-digit rate of decline in sales of consumer power tools and accessories.

Sales in Europe decreased nearly 30% during the first quarter of 2009 from the prior year’s level as the impact of the global recession accelerated in Europe. Sales declined across all markets and in all key product lines. The sales decline was particularly severe in Eastern Europe, due to currency volatility and investment flight, and in the Nordic and Iberian regions. During the first quarter of 2009, European sales of industrial power tools and accessories declined by 33% and sales of consumer power tools and accessories declined by 23% from the prior year’s levels.

Sales in other geographic areas decreased at a mid-single-digit rate during the first quarter of 2009 from the prior year’s level. This decrease primarily resulted from a double-digit rate of decline in Asia, with declines experienced in most countries. Sales in Latin America approximated the prior year’s level.

Segment profit as a percentage of sales for the Power Tools and Accessories segment declinedfrom 8.3% for the first quarter of 2008 to 3.9% for the first quarter of 2009. As percentages of sales, the decrease in segment profit resulted from a nearly equal decrease in gross margin and

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increase in selling, general and administrative expenses. The decrease in gross margin as a percentage of sales was principally due to the unfavorable effects of commodity inflation (including the appreciation of the Chinese renminbi), lower volumes, including the de-leveraging of fixed costs, and unfavorable mix, which more than offset favorable price. The increase in selling, general, and administrative expenses as a percentage of sales resulted from the de-leveraging of expenses over lower sales which more than offset lower variable selling expenses and the favorable effects of restructuring and cost reduction initiatives.

Hardware and Home Improvement

Segment sales and segment profit for the Hardware and Home Improvement segment, determined on the basis described in Note 6 of Notes to Consolidated Financial Statements, were as follows (in millions of dollars):

	Three Months Ended
	March 29, 2009		March 30, 2008
Sales to unaffiliated customers	$	171.0	$	211.1
Segment profit		6.9		15.6

Sales to unaffiliated customers in the Hardware and Home Improvement segment decreased by 19% during the three-month period ended March 29, 2009, from the corresponding period in 2008. Lockset sales decreased 21% during the first quarter of 2009, from the corresponding period in 2008, due to the effects of U.S. housing conditions as well as a reduction in sales of higher-priced products. Sales of plumbing products during the three-month period ended March 29, 2009, decreased at a double-digit rate, as compared to the prior year’s level as sales in the both the new construction and retail channels declined at double-digit rates.

Segment profit as a percentage of sales for the Hardware and Home Improvement segment decreased from 7.4% for the three months ended March 30, 2008, to 4.0% for the three months ended March 29, 2009. As percentages of sales, the decrease in segment profit resulted from a decrease in gross margin and an increase in selling, general and administrative expenses. The decrease in gross margin was primarily due to the unfavorable effects of lower volumes, commodity inflation, and product transition costs, which were only partially offset by the favorable effects of pricing and restructuring actions. The increase in selling, general, and administrative expenses as a percentage of sales resulted from the de-leveraging of expenses over lower sales which more than offset the effects of reduced selling expenses due to lower sales volumes and lower general and administrative costs that resulted from restructuring and cost reduction initiatives.

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Fastening and Assembly Systems

Segment sales and segment profit for the Fastening and Assembly Systems segment, determined on the basis described in Note 6 of Notes to Consolidated Financial Statements, were as follows (in millions of dollars):

	Three Months Ended
	March 29, 2009		March 30, 2008
Sales to unaffiliated customers	$	124.1	$	187.2
Segment profit		2.4		29.5

Sales to unaffiliated customers in the Fastening and Assembly Systems segment decreased by 34% for the three-month period ended March 29, 2009, as compared to the corresponding period in 2008. That decline primarily resulted from weakness in both the automotive industry and the industrial channel related to the global economic slowdown. The September 2008 acquisition of Spiralock resulted in a 2% increase in the segment’s sales during the first quarter of 2009. Sales in North America decreased 43% during the first quarter of 2009 from the corresponding period in 2008, reflecting significant weakness in the U.S. automotive and industrial businesses. Sales in Europe during the first quarter of 2009 decreased 28%, as compared to the prior year’s level as a result of a similar decline in the automotive and industrial business. Sales in Asia during the first three months of 2009 decreased 34% from the corresponding period in 2008.

Segment profit as a percentage of sales for the Fastening and Assembly Systems segment decreased from 15.8% in the first quarter of 2008 to 1.9% in the first quarter of 2009 due to the effects of de-leveraging of costs over lower sales volumes. As percentages of sales, the decrease in segment profit resulted from a nearly equal decrease in gross margin and increase in selling, general, and administrative expenses.

Other Segment-Related Matters

As indicated in the first table of Note 6 of Notes to Consolidated Financial Statements, segment profit (expense) associated with Corporate, Adjustments, and Eliminations was $(4.6) million for the three-month period ended March 29, 2009, as compared to $(16.3) million, for the corresponding period in 2008. The decrease in Corporate expenses during the three months ended March 29, 2009, was primarily due to the effects of lower legal and environmental expense, lower expenses associated with intercompany eliminations, the effects of cost reduction initiatives, and income directly related to reportable business segments booked in consolidation, including a $3.9 million reversal of previously established legal reserves due to a favorable ruling on certain litigation in the quarter.

Expense recognized by the Corporation, on a consolidated basis, relating to its pension and other postretirement benefit plans decreased by $.2 million for the three-month period ended March 29, 2009, as compared to the 2008 level. The Corporate adjustment to businesses’ postretirement benefit expense booked in consolidation, as identified in the final table included in Note 6 of Notes to Consolidated Financial Statements was $3.0 million for the three-month period ended March 29, 2009, as compared to $.9 million, for the corresponding period in 2008. The increase in the Corporate adjustment in 2009, as compared to the 2008 period, resulted from an increase in pension and other postretirement benefit expense (excluding the service costs allocated to the reportable business segments). As more fully described in Note 6 of Notes to Consolidated Financial

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Statements, in determining segment profit, expenses relating to pension and other postretirement benefits are based solely upon estimated service costs. The Corporation anticipates that its pension and other postretirement benefit costs in 2009 will approximate the 2008 level.

Income (expense) directly related to reportable business segments booked in consolidation and, thus, excluded from segment profit for the reportable business segments was $5.9 million for the three-month period ended March 29, 2009, as compared to $(2.2) million for the corresponding period in 2008. The segment-related income excluded from segment profit for the three-month period ended March 29, 2009, primarily related to the Hardware and Home Improvement and Power Tools and Accessories segments. The segment-related expense excluded from segment profit for the three-month period ended March 30, 2008, primarily related to the Power Tools and Accessories segment.

RESTRUCTURING ACTIVITY

The Corporation is committed to continuous productivity improvements and continues to evaluate opportunities to reduce fixed costs, simplify or improve processes, and eliminate excess capacity. The Corporation’s restructuring activities are more fully discussed in Item 7 under the caption “Restructuring Actions” and Item 8 in Note 18 of Notes to Consolidated Financial Statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, and in Note 12 of Notes to Consolidated Financial Statements.

The Corporation realized restructuring benefits of approximately $15 million during the three-month period ended March 29, 2009, net of restructuring-related expenses. Of those restructuring savings, approximately 70% were realized through a reduction of selling, general, and administrative expenses, with the remainder benefiting gross margin.

The Corporation expects that pre-tax savings associated with the fourth quarter 2007, 2008 and first quarter 2009 restructuring actions will benefit its 2009 results by approximately $75 million, net of restructuring-related expenses. The Corporation expects that, of those incremental pre-tax savings, approximately 70% will benefit selling, general, and administrative expenses and the remaining 30% will benefit cost of goods sold.

Ultimate savings realized from restructuring actions may be mitigated by such factors as economic weakness and competitive pressures, as well as decisions to increase costs in areas, such as promotion or research and development, above levels that were otherwise assumed.

FINANCIAL CONDITION

Introduction: The following summarizes the Corporation’s cash flows for the three months ended March 29, 2009 and March 30, 2008 (in millions of dollars).

	March 29, 2009			March 30, 2008
Cash flow used in operating activities	$	(269.8	)	$	(86.9	)
Cash flow provided by investing activities		145.8			16.1
Cash flow provided by financing activities		177.7			68.4
Effect of exchange rate changes on cash		(6.5	)		3.1
Increase in cash and cash equivalents	$	47.2		$	.7
Cash and cash equivalents at end of period	$	325.0		$	255.4

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As more fully disclosed under the caption “Financial Condition”, included in Item 7 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, the Corporation’s operating cash flow provides the primary source of funds to finance operating needs and capital expenditures. As necessary, the Corporation supplements its operating cash flow with debt. The Corporation’s operating cash flow is significantly impacted by its net earnings and working capital management. The Corporation anticipates that its operating cash flow in 2009 will be adversely impacted by lower net earnings than those experienced in 2008.

Cash inflows and outflows related to the Corporation’s currency hedging activities are classified in the cash flow statement under operating activities or investing activities based upon the nature of the hedge. Cash flows related to hedges of the Corporation’s foreign currency denominated assets, liabilities, and forecasted transactions are classified as operating activities, and cash flows related to hedges of the Corporation’s net investment in foreign subsidiaries are classified as investing activities. Due to the rapid strengthening of the U.S. dollar in late 2008, the Corporation experienced much larger gains and losses on these hedges than it has in the past. Therefore, based upon current exchange rates, the Corporation expects that cash outflows associated with currency hedges whose cash flows are classified within operating activities will significantly reduce cash flows from operating activities in 2009. However, such reduction is expected to be largely offset by cash inflows associated with hedges of the Corporation’s net investment in foreign subsidiaries that are classified within cash flows from investing activities.

The Corporation will continue to have cash requirements to support seasonal working capital needs, capital expenditures, and dividends to stockholders, to pay interest, and to service debt. At March 29, 2009, the Corporation had $325.0 million of cash and cash equivalents. Most of the Corporation’s cash is held by its subsidiaries. The Corporation’s overall cash position reflects its business results and a global cash management strategy that takes into account liquidity management, economic factors, the statutes, regulations and practices in jurisdictions where the Corporation has operations, and tax considerations. At March 29, 2009, the Corporation had $717.0 million of borrowing available under a $1.0 billion unsecured revolving credit facility that expires in December 2012. In order to meet its cash requirements, the Corporation intends to use its existing cash, cash equivalents, and internally generated funds, and to borrow under its commercial paper program, existing unsecured revolving credit facility or under short-term borrowing facilities and additional term financing. The recent turmoil in the credit markets has resulted in higher borrowing costs and, for some companies, has limited access to credit; however, the Corporation believes that it can continue to access credit although any new borrowings may be at less favorable terms than the Corporation has historically experienced. The Corporation believes that cash provided from these sources will be adequate to meet its cash requirements over the next 12 months.

Cash Flow from Operating Activities: Operating activities used cash of $269.8 million for the three months ended March 29, 2009, as compared to $86.9 million for the three months ended March 30, 2008. The increase in cash used by operating activities in the first quarter of 2009 was primarily due to lower net earnings, higher usage of cash associated with other assets and liabilities, including the impact of the Corporation’s foreign currency hedging activities, restructuring spending and working capital, including the effects of higher payments for income taxes.

As part of its capital management, the Corporation reviews certain working capital metrics. For

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example, the Corporation evaluates its trade receivables and inventory levels through the computation of days sales outstanding and inventory turnover ratio, respectively. The number of days sales outstanding as of March 29, 2009, increased modestly from the level as of March 30, 2008. Average inventory turns as of March 29, 2009, approximated inventory turns as of March 30, 2008.

The Corporation sponsors pension and postretirement benefit plans. The Corporation’s cash funding of these plans was approximately $36 million for the year ended December 31, 2008. Cash contribution requirements for these plans are either based upon the applicable regulation for each country (principally the U.S. and United Kingdom) or are funded on a pay-as-you-go basis. The Corporation expects that its cash funding of its pension and postretirement benefit plans will approximate $40 million to $45 million in 2009. That increase in cash funding is principally attributable to the Corporation’s qualified pension plans in the U.S. Cash contributions for the Corporation’s qualified pension plans in the U.S. are governed by the Pension Protection Act of 2006 (PPA). Contribution requirements under the PPA are generally based upon the funded status of the plan (determined by comparing plan assets to the actuarially determined plan obligations). The reduction in the fair value of the Corporation’s pension plan assets that occurred in 2008 requires the Corporation to make contributions to its U.S. qualified pension plans in 2009. These contribution requirements could also continue or increase in years subsequent to 2009 unless there is an improvement in the funded status of the Corporation’s U.S. qualified pension plans.

Cash Flow from Investing Activities: Investing activities provided cash of $145.8 million for the three months ended March 29, 2009, as compared to $16.1 million for the three months ended March 30, 2008. Hedging activities – associated with the Corporation’s net investment hedging activities – resulted in a cash inflow of $165.8 million for the three months ended March 29, 2009, as compared $40.3 million for the corresponding period in 2008. The increase in cash inflow from hedging activities in the first quarter of 2009 over the comparable 2008 period is attributable to the relative weakening of the pound sterling against the U.S. dollar over the respective hedged periods. Capital expenditures decreased by $5.2 million from the first quarter of 2008 level to $19.8 million in first quarter of 2009. The Corporation anticipates that its capital spending in 2009 will approximate $85 million.

Cash Flow from Financing Activities: Financing activities provided cash of $177.7 million for the three months ended March 29, 2009, as compared to $68.4 million for the three months ended March 30, 2008. Cash provided by financing activities in the first quarter of 2009 included a net increase in short-term borrowings of $203.0 million and dividend payments of $25.3 million. Dividend payments, on a per share basis, in the first quarter of 2009 were consistent with corresponding period in 2008. Sources of cash from financing activities in the first quarter of 2008 primarily included a net increase in short-term borrowings of $126.9 million, and proceeds from long-term debt of $99.8 million (net of issuance costs of $.2 million). These cash sources were offset by the Corporation’s purchase of 2,000,541 of its common stock at an aggregate cost of $133.6 million and dividend payments of $25.6 million. At March 29, 2009, the Corporation has remaining authorization from its Board of Directors to repurchase an additional 3,777,145 shares of its common stock.

In early April 2009, the Corporation issued $350.0 million of 8.95% senior notes due 2014. The Corporation utilized the net proceeds from the issuance of the senior notes to repay short-term borrowings which were outstanding at that time. In addition, in April 2009, the Corporation

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announced that its Board of Directors declared a quarterly cash dividend of $.12 per share on the Corporation’s outstanding stock payable during the second quarter of 2009. The $.12 dividend represents a 71% decrease from the $.42 quarterly dividend paid by the Corporation during the first quarter of 2009. Future dividends will depend on the Corporation’s earnings, financial condition, and other factors.

Credit Rating: The Corporation’s credit ratings are reviewed periodically by major debt rating agencies including Moody’s Investors Service, Standard & Poor’s, and Fitch Ratings. The Corporation’s credit ratings and outlook from each of the credit rating agencies as of March 29, 2009, follow:

	Long-term Debt	Short-term Debt	Outlook
Moody’s Investors Service	Baa3	P3	Stable
Standard & Poor’s	BBB	A3	Negative
Fitch Ratings	BBB	F2	Negative

The credit ratings and outlook noted in the preceding table reflect the following changes that occurred during the three months ended March 29, 2009. On February 12, 2009, Fitch Ratings affirmed the Corporation’s BBB/F2 ratings, but revised its outlook from “Stable” to “Negative”. On February 26, 2009, Moody’s Investor Service downgraded the Corporation’s ratings from Baa2/P2 to Baa3/P3 and assigned a “Stable” outlook to the ratings. On March 4, 2009, Standard & Poor’s affirmed its BBB long-term debt rating, downgraded the Corporation’s short-term debt rating from A2 to A3, and revised its ratings outlook from “Stable” to “Negative”. The credit rating agencies consider many factors when assigning their ratings, such as the impact of the global economic environment and distress in the financial markets and their possible impact on the Corporation’s financial performance, including certain financial metrics utilized by the credit rating agencies in determining the Corporation’s credit rating. Accordingly, it is possible that the credit rating agencies could reduce the Corporation’s credit ratings from their current level. This could significantly influence the interest rate of any of the Corporation’s future financing.

The Corporation’s ability to maintain its commercial paper program is principally a function of its short-term debt credit rating. As a result of the reduction in the Corporation’s short-term credit ratings that occurred during the first quarter of 2009, the Corporation’s ability to access commercial paper borrowings has been substantially reduced. As a result, the Corporation has initiated borrowing under its $1.0 billion unsecured credit facility. Borrowings under this credit facility are at interest rates that may vary based upon the rating of its long-term debt. The Corporation’s current borrowing rates under its credit facility may be set at either Citibank’s prime rate or at LIBOR plus ..30%. The spread above LIBOR could increase by a maximum amount of .30% based upon reductions in the Corporation’s credit rating. The Corporation expects to utilize borrowings under its $1.0 billion unsecured credit facility and its commercial paper program to fund its short-term borrowing requirements.

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FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 (the Reform Act) provides a safe harbor for forward-looking statements made by or on behalf of the Corporation. The Corporation and its representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in the Corporation’s filings with the Securities and Exchange Commission and in its reports to stockholders. Generally, the inclusion of the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions identify 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. All statements addressing operating performance, events, or developments that the Corporation expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, and market share, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. The Corporation undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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 those factors identified in Item 1A of Part II of this report and in Item 1A of Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Information required under this Item is contained in Note 3 of Notes to the Consolidated Financial Statements, and under the caption “Hedging Activities”, included in Item 7, and in Notes 1 and 9 of Notes to Consolidated Financial Statements, included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, and is incorporated by reference herein.

Item 4. Controls and Procedures

(a) Under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, the Corporation carried out an evaluation of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as of March 29, 2009, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures are effective.

(b) There have been no changes in the Corporation’s internal control over financial reporting during the quarterly period ended March 29, 2009, that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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THE BLACK & DECKER CORPORATION

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

As more fully described in the Annual Report on Form 10-K for the year ended December 31, 2008, and in Note 13, 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, allegations of patent and trademark infringement, and litigation and administrative proceedings relating to employment matters, tax matters and commercial disputes. In addition, the Corporation is party to litigation and administrative proceedings with respect to claims involving the discharge of hazardous substances into the environment.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the caption "Risk Factors" included in Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2008, as well as the risk factor noted below, which could materially affect our business, financial condition or results of operations.

· The global credit crisis may impact the availability and cost of credit.  The turmoil in the credit markets has resulted in higher borrowing costs and, for some companies, has limited access to credit, particularly through the commercial paper market.  Our ability to maintain our commercial paper program is principally a function of our short-term debt credit rating. Following our guidance for lower earnings in 2009, each of the major debt rating agencies – Moody’s Investors Service, Standard & Poor’s, and Fitch Ratings – reviewed our credit ratings.  During the three months ended March 29, 2009, Fitch Ratings affirmed our short-term debt rating of F2, Moody’s Investors Service downgraded our short-term debt rating from P2 to P3, and Standard & Poor’s downgraded our short-term debt rating from A2 to A3. As a result of the reduction in our short-term credit ratings that occurred during the first quarter of 2009, our ability to access commercial paper borrowings has been substantially reduced. As a result, we have initiated borrowing under our $1.0 billion unsecured credit facility. Although we believe that the lenders participating in our revolving credit facility will be able to provide financing in accordance with their contractual obligations, the current economic environment may adversely impact our ability to borrow additional funds on comparable terms in a timely manner.  Continued disruption in the credit markets also may negatively affect the ability of our customers and suppliers to conduct business on a normal basis. The deterioration of our future business performance, beyond our current expectations, could result in our non-compliance with debt covenants.

The risks described in the preceding paragraph and in our Annual Report on Form 10-K are not exhaustive. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial also may adversely impact our business. Should any risk or uncertainties develop into actual events, these developments could have a material adverse effect on our business, financial condition, or result of operations.

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Item 4. Submission of Matters to a Vote of Security Holders

The 2009 Annual Meeting of Stockholders was held on April 30, 2009, for the election of directors and to ratify the selection of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for fiscal year 2009. A total of 52,675,654 of the 60,129,728 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:

Directors	Number of Shares Voted For	Number of Shares Authority Withheld
Nolan D. Archibald	45,389,106	7,286,548
Norman R. Augustine	51,157,954	1,517,700
Barbara L. Bowles	51,115,626	1,560,028
George W. Buckley	48,558,988	4,116,666
M. Anthony Burns	51,722,612	953,042
Kim B. Clark	51,821,468	854,186
Manuel A. Fernandez	51,420,804	1,254,850
Benjamin H. Griswold, IV	48,750,181	3,925,473
Anthony Luiso	51,212,682	1,462,972
Robert L. Ryan	51,692,560	983,094
Mark H. Willes	48,778,581	3,897,073

(2)   Ratified the selection of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for fiscal year 2009 by an affirmative vote of 51,604,337; votes against ratification were 1,010,162; and abstentions were 61,155.

No other matters were submitted to a vote of the stockholders at the meeting.

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Item 6. Exhibits

Exhibit No.	Description
10.1	The Black & Decker 2003 Stock Option Plan, as amended and restated.
10.2	Form of Restricted Stock Unit Award Agreement relating to The Black & Decker 2008 Restricted Stock Plan, included in the Corporation’s Current Report on Form 8-K filed with the Commission on April 30, 2009, is incorporated herein by reference.
10.3	Form of Restricted Share Agreement relating to The Black & Decker 2004 Restricted Stock Plan, included in the Corporation’s Current Report on Form 8-K filed with the Commission on April 30, 2009, is incorporated herein by reference.
31.1	Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Chief Executive Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Chief Financial Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

All other items were not applicable.

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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/ STEPHEN F. REEVES
	Stephen F. Reeves
	Senior Vice President and Chief   Financial Officer
Principal Accounting Officer
By	/s/ CHRISTINA M. MCMULLEN
	Christina M. McMullen
	Vice President and Controller

Date:  May 7, 2009

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EX-10.1

THE BLACK & DECKER 2003 STOCK OPTION PLAN

The proper execution of the duties and responsibilities of the executives and other key employees of The Black & Decker Corporation and its subsidiaries is a vital factor in the continued growth and success of the Corporation.  Toward this end, it is necessary to attract and retain effective and capable employees to assume positions that contribute materially to the successful operation of the business of the Corporation.  It will benefit the Corporation, therefore, to bind the interests of these persons more closely to its own interests by offering them an attractive opportunity to acquire a proprietary interest in the Corporation and thereby provide them with added incentive to remain in its employ and to increase the prosperity, growth, and earnings of the Corporation.  This stock option plan will serve these purposes.

ARTICLE 1:00

Definitions

The following terms wherever used herein shall have the meanings set forth below.

1:01 The term “Board of Directors” shall mean the Board of Directors of the Corporation.

1:02 The term “Change in Control” shall have the meaning provided in Section 10:02 of the Plan.

1:03 The term “Code” shall mean the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

1:04 The term “Committee” shall mean the Compensation Committee of the Board of Directors.

1:05 The term “Common Stock” shall mean the shares of common stock, par value $.50 per share, of the Corporation.

1:06 The term “Corporation” shall mean The Black & Decker Corporation.

1:07 The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1:08 The term “Fair Market Value of a share of Common Stock” shall mean the closing sale price per share of Common Stock as finally reported in the New York Stock Exchange Composite Transactions for the New York Stock Exchange, or if shares of Common Stock are not sold on such date, the closing sale price per share of Common Stock as finally reported in the New York Stock Exchange Composite Transactions for the New York Stock Exchange for the most recent prior date on which shares of Common Stock were sold.

1:09 The term “Immediate Family Member” shall mean each of (i) the children, step children or grandchildren of the Initial Holder, (ii) the spouse or any parent of the Initial Holder, (iii) any trust solely for the benefit of any such family members, and (iv) any partnership or other entity in which such family members are the only partners or other equity holders.

1:10 The term “Incentive Stock Option” shall mean any Option granted pursuant to the Plan that is designated as an Incentive Stock Option and that satisfies the require­ments of Section 422(b) of the Code.

1:11 The term “Initial Holder,” with respect to an Option or Right granted under the Plan, shall mean the executive or other key employee of the Corporation granted the Option or Right.

1:12 The term “Limited Stock Appreciation Right” shall mean a limited tandem stock appreciation right that entitles the holder to receive cash upon a Change in Control pursuant to Article 10:00 of the Plan.

1:13 The term “Non-Qualified Stock Option” shall mean any Option granted pursuant to the Plan that is not an Incentive Stock Option.

1:14 The term “Option” or “Stock Option” shall mean a right granted pursuant to the Plan to purchase shares of Common Stock, and shall include the terms Incentive Stock Option and Non-Qualified Stock Option.

1:15 The term “Option Agreement” shall mean the written agreement representing Options granted pursuant to the Plan as contemplated by Article 6:00 of the Plan.

1:16 The term “Option Holder” shall mean the Initial Holder so long as he or she holds an Option initially granted to the Initial Holder, and thereafter shall mean the beneficiary or the Immediate Family Member to whom the Option has been transferred in accordance with Section 6:05 of the Plan.

1:17 The term “Plan” shall mean The Black & Decker 2003 Stock Option Plan as approved by the Board of Directors on February 13, 2003, and adopted by the stockholders of the Corporation at the 2003 Annual Meeting of Stockholders, as the same may be amended from time to time.

1:18 The term “Rights” shall include Stock Appreciation Rights and Limited Stock Appreciation Rights.

1:19 The term “Section 162(m) Regulations” shall mean the regulations adopted pursuant to Section 162(m) of the Code.

1:20 The term “Stock Appreciation Right” shall mean a right to receive cash or shares of Common Stock pursuant to Article 8:00 of the Plan.

1:21 The term “Stock Appreciation Right Agreement” shall mean the written agreement representing Stock Appreciation Rights granted pursuant to the Plan as contemplated by Article 8:00 of the Plan.

1:22 The term “Stock Appreciation Right Base Price” shall mean the base price for determining the value of a Stock Appreciation Right under Section 8:02 of the Plan, which Stock Appreciation Right Base Price shall be established by the Committee at the time of the grant of Stock Appreciation Rights pursuant to the Plan and shall not be less than the Fair Market Value of a share of Common Stock on the date of grant.  If the Committee does not establish a specific Stock Appreciation Right Base Price at the time of grant, the Stock Appreciation Right Base Price shall be equal to the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right.

1:23 The term “Stock Appreciation Right Holder” shall mean the Initial Holder so long as he or she holds a Stock Appreciation Right initially granted to the Initial Holder, and thereafter shall mean the beneficiary or the Immediate Family Member to whom the Stock Appreciation Right has been transferred in accordance with Section 8:05 of the Plan.

1:24 The term “subsidiary” or “subsidiaries” shall mean a corporation, partnership, limited liability company, joint venture, or other legal entity of which the Corporation, either directly or together with any other subsidiary of the Corporation, owns more than 50% of the voting power in the election of directors or their equivalents.

ARTICLE 2:00

Effective Date of the Plan

2:01 The Plan shall become effective upon stockholder approval, provided that such approval is received on or before May 31, 2003, and provided further that the Committee may grant Options or Rights pursuant to the Plan prior to stockholder approval if such Options or Rights by their terms are contingent upon subsequent stock­holder approval of the Plan.

2

ARTICLE 3:00

Administration

3:01 The Plan shall be administered by the Committee.

3:02 The Committee may establish, from time to time and at any time, subject to the limitations of the Plan as set forth herein, such rules and regulations and amendments and supplements thereto as it deems neces­sary to comply with applicable law and regulation and for the proper administration of the Plan.

3:03 The Committee shall from time to time determine the names of those executives and other key employees who, in its opinion, should receive Options or Rights, and shall determine the numbers of shares on which Options should be granted or upon which Rights should be based to each such person and the nature of the Options or Rights to be granted, including without limitation whether the Options or Rights shall be transferable in accordance with the terms and conditions provided in Section 6:12 or Section 8:11 of the Plan.

3:04 Options and Rights shall be granted by the Corporation only upon the prior approval of the Committee and upon the execution of an Option Agreement or Stock Appreciation Right Agreement between the Corporation and the Initial Holder.

3:05 The Committee’s interpretation and construction of the provisions of the Plan and the rules and regulations adopted by the Committee shall be final.  No member of the Committee or the Board of Directors shall be liable for any action taken or determination made, in respect of the Plan, in good faith.

ARTICLE 4:00

Participation in the Plan

4:01 Participation in the Plan shall be limited to such executives and other key employees of the Corporation and its subsidiaries who at the date of grant of an Option or Right are regular, full-time employees of the Corporation or any of its subsidi­aries and who shall be designated by the Committee together with any permitted transferees in accordance with the terms and conditions of the Plan.

4:02 No member of the Board of Directors who is not also an employee shall be eligible to participate in the Plan.  No employee who owns beneficially more than 10% of the total combined voting power of all classes of stock of the Corporation shall be eligible to participate in the Plan.

4:03 No employee may be granted, in any calendar year, Options or Stock Appreciation Rights exceeding 1,000,000 in the aggregate under the Plan.

ARTICLE 5:00

Stock Subject to the Plan

5:01 There shall be reserved for the granting of Options or Stock Appreciation Rights pursuant to the Plan and for issuance and sale pursuant to such Options or Stock Appreciation Rights 5,000,000 shares of Common Stock.  To determine the number of shares of Common Stock available at any time for the granting of Options or Stock Appreciation Rights, there shall be deducted from the total number of reserved shares of Common Stock the number of shares of Common Stock in respect of which Options have been granted pursuant to the Plan that are still outstanding or have been exer­cised.  The shares of Common Stock to be issued upon the exercise of Options or Stock Appreciation Rights granted pursuant to the Plan shall be made available from the authorized and unissued shares of

3

Common Stock.  If for any reason shares of Common Stock as to which an Option has been granted cease to be subject to purchase thereunder, then such shares of Common Stock again shall be available for issuance pursuant to the exercise of Options or Stock Appreciation Rights pursuant to the Plan.  Except as provided in Section 5:03 of the Plan, however, the aggregate number of shares of Common Stock that may be issued upon the exercise of Options and Stock Appreciation Rights pursuant to the Plan shall not exceed 5,000,000 shares and no more than 5,000,000 Stock Appreciation Rights shall be granted pursuant to the Plan.

5:02 Proceeds from the purchase of shares of Common Stock upon the exercise of Options granted pursuant to the Plan shall be used for the general business purposes of the Corporation.

5:03 Subject to the provisions of Section 10:01 of the Plan, in the event of reorganization, recapitalization, stock split, stock dividend, combination of shares of Common Stock, merger, consolidation, share exchange, acquisi­tion of property or stock, or any change in the capital structure of the Corporation, the Committee shall make such adjustments as may be appro­priate in the number of Options or Stock Appreciation Rights that may be granted to an employee in any calendar year, in the number and kind of shares reserved for purchase by executives or other key employees, in the number, kind and price of shares covered by Options and Stock Appreciation Rights granted pursuant to the Plan but not then exercised, and in the number of Rights, if any, granted pursuant to the Plan but not then exercised.

ARTICLE 6:00

Terms and Conditions of Options

6:01 Each Option granted pursuant to the Plan shall be evidenced by an Option Agreement in such form and with such terms and conditions (including, without limitation, non-compete, confidentiality or other similar provisions or provisions relating to transfer) as the Committee from time to time may determine.  The right of an Option Holder to exercise his, her or its Option shall at all times be subject to the terms and conditions set forth in the respective Option Agreement.

6:02 The exercise price per share for Options shall be established by the Committee at the time of the grant of Options pursuant to the Plan and shall not be less than the Fair Market Value of a share of Common Stock on the date on which the Option is granted.  If the Committee does not establish a specific exercise price per share at the time of grant, the exercise price per share shall be equal to the Fair Market Value of a share of Common Stock on the date of grant of the Options.

6:03 Each Option, subject to the other limitations set forth in the Plan, may extend for a period of up to 10 years from the date on which it is granted.  The term of each Option shall be determined by the Committee at the time of grant of the Option, provided that if no term is established by the Committee the term of the Option shall be 10 years from the date on which it is granted.

6:04 Unless otherwise provided by the Committee, the number of shares of Common Stock subject to each Option shall be divided into four installments of 25% each.  The first install­ment shall be exercisable 12 months after the date the Option was granted, and each succeeding installment shall be exercisable 12 months after the date the immediately preceding installment became exercisable.  If an Option Holder does not purchase the full number of shares of Common Stock that he, she or it at any time has become entitled to purchase, the Option Holder may purchase all or any part of those shares of Common Stock at any subsequent time during the term of the Option.

6:05 Options shall be non-transferable and non-assignable, except that (i) Options may be transferred by testamentary instrument or by the laws of descent and distribution, and (ii) subject to the terms and conditions of the Option Agreement or any other terms and conditions imposed by the Committee from time to time, Options may be transferred in accordance with the terms and conditions provided in Section 6:12 of the Plan if the applicable Option Agreement or other action of the Committee expressly provides that the Options are transferable.

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6:06 Upon voluntary or involuntary termination of an Initial Holder’s employment, his or her Option (including any Option transferred in accordance with the terms and conditions provided in Section 6:12 of the Plan) and all rights there­under shall terminate effective at the close of business on the date the Initial Holder ceases to be a regular, full-time employee of the Corporation or any of its subsidiaries, except (i) to the extent previously exercised, (ii) as provided in Sections 6:07, 6:08, and 6:09 of the Plan, and (iii) in the case of involuntary termination of employment, for a period of 30 days thereafter the Option Holder shall be entitled to exercise that portion of the Option that was exercisable at the close of business on the date the Initial Holder ceased to be a regular, full-time employee of the Corporation or any of its subsidiaries, provided that in no event may any Option be exercised after the expiration of the term of the Option.

6:07 In the event an Initial Holder (i) ceases to be an executive or other key employee of the Corporation or any of its subsidiaries due to involuntary termina­tion, (ii) takes a leave of absence from the Corpora­tion or any of its subsidiaries for personal reasons or as a result of entry into the armed forces of the United States, or any of the departments or agencies of the United States government, or (iii) terminates employment by reason of illness, disability, or other special circum­stance, the Committee may consider his or her case and may take such action in respect of the related Option Agreement as it may deem appro­priate under the circumstances, including accelerating the time previously granted Options may be exercised and extend­ing the time follow­ing the Initial Holder’s termination of employment during which the Option Holder is entitled to purchase the shares of Common Stock subject to such Options, provided that in no event may any Option be exercised after the expiration of the term of the Option.

6:08 If an Initial Holder dies during the term of his or her Option without the Option having been exercised in full, (i) the executor or adminis­trator of his or her estate or the person who inherits the right to exercise the Option by bequest or inheritance in the event the Initial Holder was the Option Holder at the date of death or (ii) the Option Holder in the event the Option had been transferred in accordance with the terms and conditions provided in Section 6:12 of the Plan, shall have the right within three years of the Initial Holder’s death to purchase the number of shares of Common Stock that the deceased Initial Holder (or Option Holder, as the case may be) was entitled to purchase at the date of death, after which the Option shall lapse, provided that in no event may any Option be exercised after the expiration of the term of the Option.

6:09 If an Initial Holder’s employment is terminated without his or her Option having been exercised in full and (i) the Initial Holder is 62 years of age or older, or (ii) the Initial Holder has been employed by the Corporation or any of its subsidi­aries for at least 10 years and the Initial Holder’s age plus years of such employ­ment total not less than 55 years, then such Initial Holder (or the Option Holder in the event the Option had been transferred in accordance with the terms and conditions provided in Section 6:12 of the Plan) shall have the right within three years of the Initial Holder’s termination of employment to purchase the number of shares of Common Stock that the Initial Holder (or Option Holder, as the case may be) was entitled to purchase at the date of termina­tion, after which the Option shall lapse, provided that in no event may any Option be exercised after the expira­tion of the term of the Option.  Notwithstanding the foregoing and only with respect to Options granted in April 2009 or afterwards, if an Initial Holder’s employment is terminated without his or her Option having been exercised in full and the Initial Holder is 60 years of age or older, then such Initial Holder (or the Option Holder in the event the Option had been transferred in accordance with Section 6:12 of the Plan) shall have the right during the remaining term of the Option to purchase the number of shares of Common Stock that the Initial Holder (or Option Holder, as the case may be) was entitled to purchase at the date of the Initial Holder’s termination of employment, after which the Option shall lapse.

6:10 The granting of an Option pursuant to the Plan shall not constitute or be evidence of any agreement or understanding, express or implied, on the part of the Corporation or any of its subsidi­aries to employ the Initial Holder for any specified period.

6:11 In addition to the general terms and conditions set forth in this Article 6:00 in respect of Options granted pursuant to the Plan, Incentive Stock Options granted pursuant to the Plan shall be subject to the following additional terms and conditions:

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(a) The aggregate fair market value (determined at the time the Incentive Stock Option is granted) of the shares of Common Stock in respect of which “incentive stock options” under Section 422 of the Code are exercisable for the first time by the Option Holder during any calendar year (under all such plans of the Corporation and its subsidiaries) shall not exceed $100,000;

(b) The Option Agreement in respect of an Incentive Stock Option may contain any other terms and conditions specified by the Board of Directors that are not inconsistent with the Plan, except that such terms and conditions must be consistent with the requirements for “incentive stock options” under Section 422 of the Code; and

(c) Incentive Stock Options shall not be transferable in accordance with the terms and conditions provided in Section 6:12 of the Plan.

6:12 The Committee may provide, in the original grant of a Non-Qualified Stock Option or in an amendment or supplement to a previous grant, that some or all of the Non-Qualified Stock Options granted under the Plan are transferable by the Initial Holder to an Immediate Family Member of the Initial Holder, provided that (i) the Option Agreement, as it may be amended from time to time, expressly so provides or the Committee otherwise designates the Option as transferable, (ii) the transfer by the Initial Holder is a bona fide gift without consideration, (iii) the transfer is irrevocable, (iv) the Initial Holder and any such transferee provides such documentation or other information concerning the transfer or the transferee as the Committee or any employee of the Corporation acting on behalf of the Committee may from time to time request, and (v) the Initial Holder or the Option Holder complies with all of the terms and conditions (including, without limitation, any further restrictions or limitations) included in the Option Agreement.  Any Non-Qualified Stock Option transferred in accordance with the terms and conditions provided in this Section 6:12 shall continue to be subject to the same terms and conditions that were applicable to such Non-Qualified Stock Option prior to the transfer.  Notwithstanding any other provisions of the Plan, the Corporation shall not be required to honor any exercise of an Option by an Immediate Family Member of an Option transferred in accordance with the terms and conditions provided in this Section 6:12 unless and until payment or provision for payment of any applicable withholding taxes has been made.

ARTICLE 7:00

Methods of Exercise of Options

7:01 An Option Holder (or other person or persons, if any, entitled to exercise an Option here­under) desiring to exercise an Option granted pursuant to the Plan as to all or part of the shares of Common Stock covered by the Option shall (i) notify either the Corporation at its principal office at 701 East Joppa Road, Towson, Maryland 21286, or the third party retained by the Corporation to administer the Plan to that effect, specifying the number of shares of Common Stock to be purchased and the method of payment therefor, and (ii) make payment or provision for payment for the shares of Common Stock so purchased in accordance with this Article 7:00.

7:02 Payment or provision for payment shall be made as follows:

(a) The Option Holder shall deliver to the Corpora­tion at the address set forth in Section 7:01 of the Plan United States currency in an amount equal to the aggregate purchase price of the shares of Common Stock as to which such exercise relates; or

(b) The Option Holder shall tender to the Corpora­tion shares of Common Stock already owned by the Option Holder that, together with any cash tendered therewith, have an aggre­gate fair market value (deter­mined based on the Fair Market Value of a share of Common Stock on the date the notice set forth in Section 7:01 of the Plan is received by the Corporation) equal to the aggregate purchase price of the shares of Common Stock as to which such exercise relates; or

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(c) The Option Holder shall deliver irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or loan proceeds neces­sary to pay the aggregate purchase price of the shares of Common Stock as to which such exercise relates and to sell the shares of Common Stock to be issued upon exercise of the Option and deliver the cash proceeds less commissions and brokerage fees to the Option Holder or to deliver the remaining shares of Common Stock to the Option Holder.

Notwithstanding the foregoing provisions, the Committee, in granting Options pursuant to the Plan, may limit the methods in which an Option may be exercised by any person and, in process­ing any purported exercise of an Option granted pursuant to the Plan, may refuse to recognize the method of exercise selected by the Option Holder (other than the method of exercise set forth in Section 7:02(a) of the Plan) if, (A) in the opinion of counsel to the Corpora­tion, (i) the Initial Holder or the Option Holder is or within the six months preceding such exercise was subject to reporting under Section 16(a) of the Exchange Act and (ii) there is a substantial likelihood that the method of exercise selected by the Option Holder would subject the Initial Holder or the Option Holder to a substantial risk of liability under Section 16 of the Exchange Act, (B) in the opinion of the Committee, the method of exercise could have an adverse tax or accounting effect to the Corporation, or (C) in the opinion of counsel to the Corporation, the method of exercise selected by the Option Holder would subject the Corporation to a risk of liability under the Exchange Act.

7:03 In addition to the alternative methods of exercise set forth in Section 7:02 of the Plan, holders of Non-Qualified Stock Options shall be entitled, at or prior to the time the notice provided for in Section 7:01 of the Plan is provided to the Corporation, to elect to have the Corporation withhold from the shares of Common Stock to be delivered upon exercise of the Non-Qualified Stock Option that number of shares of Common Stock (deter­mined based on the Fair Market Value of a share of Common Stock on the date the notice set forth in Section 7:01 of the Plan is received by the Corporation) necessary to satisfy any withholding taxes attributable to the exercise of the Non-Qualified Stock Option.  The maximum number of shares that an Option Holder may elect to have withheld from the shares of Common Stock otherwise deliverable upon exercise shall be the number of shares that have an aggregate fair market value (based on the Fair Market Value of a share of Common Stock on the date of exercise) equal to the dollar amount of the minimum statutory withholding for federal, state, and local taxes, including payroll taxes, payable by the Option Holder.  Alternatively, such holder of a Non-Qualified Stock Option may elect to deliver previously owned shares of Common Stock (which shares have been held for at least six months) upon exercise of the Non-Qualified Stock Option to satisfy any withholding taxes attributable to the exercise of the Non-Qualified Stock Option.  Notwith­standing the foregoing provisions, the Committee may include in the Option Agreement relating to any such Non-Qualified Stock Option pro­visions limiting or eliminating the Option Holder’s ability to pay his or her withholding tax obligation by withholding or delivering shares of Common Stock or, if no such provisions are included in the Option Agreement but in the opinion of the Committee such with­holding or delivery of shares could have an adverse tax or accounting effect to the Corporation, at or prior to exercise of the Non-Quali­fied Stock Option the Committee may so limit or eliminate the Option Holder’s ability to pay his or her withholding tax obligation with shares of Common Stock.  Notwithstanding the foregoing provisions, a holder of a Non-Qualified Stock Option may not elect any of the methods of satisfying his or her with­holding tax obligation in respect of any exercise if, in the opinion of counsel to the Corporation, (i) the Initial Holder or the holder of the Non-Qualified Stock Option is or within the six months preceding such exercise was subject to reporting under Section 16(a) of the Exchange Act and (ii) there is a substantial likelihood that the election or timing of the election would subject the Initial Holder or the holder of the Non-Qualified Stock Option to a substan­tial risk of liability under Section 16 of the Exchange Act.

7:04 An Option Holder at any time may elect in writing to abandon an Option in respect of all or part of the number of shares of Common Stock as to which the Option shall not have been exercised.

7:05 An Option Holder shall have none of the rights of a stockholder of the Corporation until the shares of Common Stock covered by the Option are issued upon exercise of the Option.

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ARTICLE 8:00

Terms and Conditions of Stock Appreciation Rights

8:01 Each Stock Appreciation Right granted pursuant to the Plan shall be evidenced by a Stock Appreciation Right Agreement in such form and with such terms and conditions (including, without limitation, non-compete, confidentiality or other similar provisions or provisions relating to transfer) as the Committee from time to time may determine.  Notwithstanding the foregoing provision, Stock Appreciation Rights granted in tandem with a related Option shall be evidenced by the Option Agreement in respect of the related Option.  The right of a Stock Appreciation Right Holder to exercise his, her or its Stock Appreciation Right shall at all times be subject to the terms and conditions set forth in the respective Stock Appreciation Right Agreement.

8:02 Each Stock Appreciation Right shall entitle the holder, subject to the terms and conditions of the Plan, to receive upon exercise of the Stock Appreciation Right an amount, payable in cash or shares of Common Stock (determined based on the Fair Market Value of a share of Common Stock on the date the notice set forth in Section 9:01 of the Plan is received by the Corporation), equal to the Fair Market Value of a share of Common Stock on the date of receipt by the Corporation of the notice required by Section 9:01 of the Plan less the Stock Appreciation Right Base Price.  Notwithstanding the foregoing provision, each Stock Appreciation Right that is granted in tandem with a related Option shall entitle the holder, subject to the terms and conditions of the Plan, to surrender to the Corporation for cancellation all or a portion of the related Option, but only to the extent such Stock Appreciation Right and related Option then are exercisable, and to be paid therefor an amount, payable in cash or shares of Common Stock (determined based on the Fair Market Value of a share of Common Stock on the date the notice set forth in Section 9:01 of the Plan is received by the Corporation), equal to the Fair Market Value of a share of Common Stock on the date of receipt by the Corporation of the notice required by Section 9:01 of the Plan less the Stock Appreciation Right Base Price.

8:03 Each Stock Appreciation Right, subject to the other limitations set forth in the Plan, may extend for a period of up to 10 years from the date on which it is granted.  The term of each Stock Appreciation Right shall be determined by the Committee at the time of grant of the Stock Appreciation Right, provided that if no term is established by the Committee the term of the Stock Appreciation Right shall be 10 years from the date on which it is granted.

8:04 Unless otherwise provided by the Committee, the number of Stock Appreciation Rights granted pursuant to each Stock Appreciation Right Agreement shall be divided into four installments of 25% each.  The first install­ment shall be exercisable 12 months after the date the Stock Appreciation Right was granted, and each succeed­ing installment shall be exercisable 12 months after the date the immediately preceding installment became exercisable.  If a Stock Appreciation Right Holder does not exercise the Stock Appreciation Right to the extent that he, she or it at any time has become entitled to exercise the Stock Appreciation Right, the Stock Appreciation Right Holder may exercise all or any part of the Stock Appreciation Right at any subsequent time during the term of the Stock Appreciation Right.

8:05 Stock Appreciation Rights shall be non-transferable and non-assignable, except that (i) Stock Appreciation Rights may be transferred by testamentary instrument or by the laws of descent and distribution, and (ii) subject to the terms and conditions of the Stock Appreciation Right Agreement or any other terms and conditions imposed by the Committee from time to time, Stock Appreciation Rights may be transferred in accordance with the terms and conditions provided in Section 8:11 of the Plan if the applicable Stock Appreciation Right Agreement or other action of the Committee expressly provides that the Stock Appreciation Rights are transferable.

8:06 Upon voluntary or involuntary termination of an Initial Holder’s employment, his or her Stock Appreciation Rights (including any Stock Appreciation Rights transferred in accordance with the terms and conditions provided in Section 8:11 of the Plan) and all rights thereunder shall terminate effective as of the close of business on the date the Initial Holder ceases to be a regular, full-time

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employee of the Corporation or any of its subsidiaries, except (i) to the extent previously exercised, (ii) as provided in Sections 8:07, 8:08, and 8:09 of the Plan, and (iii) in the case of involuntary termination of employment, for a period of 30 days thereafter the Stock Appreciation Right Holder shall be entitled to exercise that portion of each Stock Appreciation Right that was exercisable at the close of business on the date the Initial Holder ceased to be a regular, full-time employee of the Corporation or any of its subsidiaries.

8:07 If an Initial Holder (i) ceases to be an executive or other key employee of the Corporation or any of its subsidiaries due to involun­tary termination, (ii) takes a leave of absence from the Corporation or any of its subsidiaries for personal reasons or as a result of entry into the armed forces of the United States, or any of the departments or agencies of the United States government, or (iii) terminates employment by reason of illness, dis­ability, or other special circumstance, the Committee may consider his or her case and may take such action in respect of the related Stock Appreciation Right Agreement as it may deem appropriate under the circumstances, including accelerating the time previously granted Stock Appreciation Rights may be exercised and extending the time following the Initial Holder’s termination of employment during which the Stock Appreciation Right Holder is entitled to exercise the Stock Appreciation Rights, provided that in no event may any Stock Appreciation Right be exercised after the expiration of the term of the Stock Appreciation Right.

8:08 If an Initial Holder dies during the term of his or her Stock Appreciation Right without the Stock Appreciation Right having been exercised in full, (i) the executor or administrator of his or her estate or the person who inherits the right to exercise the Stock Appre­ciation Right by bequest or inheritance in the event the Initial Holder was the Stock Appreciation Right Holder at the date of death or (ii) the Stock Appreciation Right Holder in the event the Stock Appreciation Right had been transferred in accordance with the terms and conditions provided in Section 8:11 of the Plan, shall have the right within three years of the Initial Holder’s death to exercise the Stock Appreciation Rights that the Initial Holder (or Stock Appreciation Right Holder, as the case may be) was entitled to purchase at the date of death, after which the Stock Appreciation Right shall lapse, provided that in no event may any Stock Appre­ciation Right be exercised after the expiration of the term of the Stock Appreciation Right.

8:09 If an Initial Holder’s employment is terminated without his or her Stock Appreciation Right having been exercised in full and (i) the Initial Holder is 62 years of age or older, or (ii) the Initial Holder has been employed by the Corporation or any of its subsidiaries for at least 10 years and the Initial Holder’s age plus years of such employment total not less than 55 years, then such Initial Holder (or the Stock Appreciation Right Holder in the event the Stock Appreciation Right had been transferred in accordance with the terms and conditions provided in Section 8:11 of the Plan) shall have the right within three years of the Initial Holder’s termination of employment to exercise the Stock Appreciation Rights that the Initial Holder (or Stock Appreciation Right Holder, as the case may be) was entitled to exercise at the date of termination, after which the Stock Appreciation Right shall lapse, provided that in no event may any Stock Appreciation Right be exercised after the expiration of the term of the Stock Appre­ciation Right.

8:10 The granting of a Stock Appreciation Right pursuant to the Plan shall not constitute or be evidence of any agreement or understanding, expressed or implied, on the part of the Corporation or any of its subsidiaries to employ the Initial Holder for any specified period.

8:11 The Committee may provide, in the original grant of a Stock Appreciation Right or in an amendment or supplement to a previous grant, that some or all of the Stock Appreciation Rights granted under the Plan are transferable by the Initial Holder to an Immediate Family Member of the Initial Holder, provided that (i) the Stock Appreciation Right Agreement, as it may be amended from time to time, expressly so provides or the Committee otherwise designates the Stock Appreciation Right as transferable, (ii) the transfer by the Initial Holder is a bona fide gift without consideration, (iii) the transfer is irrevocable, (iv) the Initial Holder and any such transferee provides such documentation or other information concerning the transfer or the transferee as the Committee or any employee of the Corporation acting on behalf of the Committee may from time to time request, and (v) the Initial Holder or the Stock Appreciation Right Holder complies with all of the terms and conditions (including, without limitation, any further restrictions or limitations) included in the Stock

9

Appreciation Right Agreement.  Any Stock Appreciation Right transferred in accordance with the terms and conditions provided in this Section 8:11 shall continue to be subject to the same terms and conditions that were applicable to such Stock Appreciation Right prior to the transfer.  Notwithstanding any other provisions of the Plan, the Corporation shall not be required to honor any exercise of a Stock Appreciation Right by an Immediate Family Member of a Stock Appreciation Right transferred in accordance with the terms and conditions provided in this Section 8:11 unless and until payment or provision for payment of any applicable withholding taxes has been made.

ARTICLE 9:00

Methods of Exercise of Stock Appreciation Rights

9:01 A Stock Appreciation Right Holder (or other person or persons, if any, entitled to exercise a Stock Appreciation Right hereunder) desiring to exercise a Stock Appreciation Right granted pursuant to the Plan shall notify the Corporation in writing at its principal office at 701 East Joppa Road, Towson, Maryland 21286, to that effect, specifying the number of Stock Appreciation Rights to be exercised.  Such written notice may be given by means of a facsimile transmission.  If a facsimile transmission is used, the Stock Appreciation Right Holder should mail the original executed copy of the written notice to the Corporation promptly thereafter.

9:02 The Committee in its sole and absolute discretion shall determine whether a Stock Appreciation Right shall be settled upon exercise in cash or in shares of Common Stock.  The Committee, in making such a determination, may from time to time adopt general guidelines or determinations as to whether Stock Appreciation Rights shall be settled in cash or in shares of Common Stock.

ARTICLE 10:00

Limited Stock Appreciation Rights

10:01 Notwithstanding any other provision of the Plan, the Committee, in its sole and absolute discretion, may grant Limited Stock Appreciation Rights entitling Option Holders to receive, in connection with a Change in Control, a cash payment in cancella­tion of all of their Options that are outstanding on the date the Change in Control occurs (whether or not such Options are then presently exercisable), which payment shall be equal to the number of shares covered by the cancelled Options multiplied by the excess over the exercise price of the Options of the higher of the (i) Fair Market Value of a share of Common Stock on the date of the Change in Control or (ii) the highest per share price paid for the shares of Common Stock in connection with the Change in Control (with the value of any non-cash consideration paid in connection with the Change in Control to be deter­mined by the Committee in its sole and absolute discretion and if the Committee, in its sole and absolute discretion, determines that such valuation will comply with Section 409A of the Code).  For purposes of this Section 10:01 as well as the other provisions of this Plan, once an Option or portion of an Option has terminated, lapsed or expired, or has been abandoned, in accordance with the provisions of the Plan, the Option (or the portion of the Option) that has terminated, lapsed or expired, or has been abandoned, shall cease to be outstanding.  Limited Stock Apprecia­tion Rights shall not be exercisable at the discretion of the Option Holder but shall automatically be exercised upon a Change in Control.

10:02 A “Change in Control” shall mean a change in control of the Corporation of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promul­gated under the Exchange Act, whether or not the Corporation is in fact required to comply therewith, provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corpora­tion or any of its subsidiaries, or a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same propor­tions as their ownership of stock of the Corporation, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the

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Corporation’s then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in clauses (i) or (iv) of this Section 10.02) whose election by the Board of Directors or nomina­tion for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (iii) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; or (iv) the stockholders of the Corporation approve a merger, share exchange or consolidation of the Corporation with any other corporation or entity, other than a merger, share exchange or consoli­dation that would result in the voting securities of the Corpora­tion outstanding immediately prior thereto continuing to represent (either by remaining outstand­ing or by being converted into voting securities of the surviving entity) at least 60% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after the merger, share exchange or consolida­tion, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation’s assets.

10:03 Limited Stock Appreciation Rights shall be non-transferable and non-assignable, except that Limited Stock Appreciation Rights shall automatically be transferred and assigned in tandem with a transfer of the related Options in accordance with Section 6:05 of the Plan.

ARTICLE 11:00

Amendments and Discontinuance of the Plan

11:01 The Board of Directors shall have the right at any time and from time to time to amend, modify, or discontinue the Plan provided that, except as provided in Section 5:03 of the Plan, no such amendment, modification, or discon­tinuance of the Plan shall (i) revoke or alter the terms of any valid Option, Stock Appreciation Right, or Limited Stock Appreciation Right previously granted pursuant to the Plan, (ii) increase the number of shares of Common Stock to be reserved for issuance and sale pursuant to Options or Stock Appreciation Rights granted pursuant to the Plan, (iii) decrease the price determined pursuant to the provisions of Section 6:02 of the Plan or increase the amount of cash or shares of Common Stock that a Stock Appreciation Right Holder is entitled to receive upon exercise of a Stock Appreciation Right, (iv) change the class of employee to whom Options or Stock Appreciation Rights may be granted pursuant to the Plan, (v) provide for Options or Stock Appreciation Rights exercisable more than 10 years after the date granted or (vi) increase the number of Options or Stock Appreciation Rights that may be granted to an employee in any calendar year under Section 4.03 of the Plan.  If an amendment would (i) materially increase the benefits accruing to participants under the Plan, (ii) materially increase the aggregate number of securities that may be issued under the Plan, or (iii) materially modify the requirements as to eligibility for participation in the Plan, then to the extent required by applicable law or deemed necessary or advisable by the Committee or the Board of Directors, the amendment shall be subject to stockholder approval.

ARTICLE 12:00

Plan Subject to Governmental Laws and Regulations

12:01 The Plan and the grant and exercise of Options, Stock Appreciation Rights, and Limited Stock Appreciation Rights pursuant to the Plan shall be subject to all applicable governmental laws and regulations.  Notwithstanding any other provision of the Plan to the contrary, the Board of Directors may in its sole and absolute discretion make such changes in the Plan as may be required to conform the Plan to such laws and regulations.

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ARTICLE 13:00

Duration of the Plan

13:01 No Option or Stock Appreciation Right shall be granted pursuant to the Plan after the close of business on April 29, 2013.

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EX-31.1

Exhibit 31.1

THE BLACK & DECKER CORPORATION

C E R T I F I C A T I O N S

I, Nolan D. Archibald, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Black & Decker Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ NOLAN D. ARCHIBALD                                                                

Nolan D. Archibald

Chairman, President, and Chief Executive Officer

May 7, 2009

EX-31.2

Exhibit 31.2

THE BLACK & DECKER CORPORATION

C E R T I F I C A T I O N S

I, Stephen F. Reeves, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Black & Decker Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ STEPHEN F. REEVES

Stephen F. Reeves

Senior Vice President and Chief Financial Officer

May 7, 2009

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Black & Decker Corporation (the “Corporation”) on Form 10-Q for the period ended March 29, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nolan D. Archibald, Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ NOLAN D. ARCHIBALD

Nolan D. Archibald

Chief Executive Officer

May 7, 2009

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Black & Decker Corporation (the “Corporation”) on Form 10-Q for the period ended March 29, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen F. Reeves, Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ STEPHEN F. REEVES

Stephen F. Reeves

Chief Financial Officer

May 7, 2009