425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

November 3, 2009

Date of Report (Date of earliest event reported)

THE BLACK & DECKER CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	1-1553	52-0248090
(State or other jurisdiction of incorporation)	(Commission File Number)	(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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. OTHER EVENTS

On November 3, 2009, representatives of The Black & Decker Corporation (“Black & Decker”) and The Stanley Works (“Stanley”) made a joint investor presentation. A copy of the joint investor presentation is attached as Exhibit 99.1.

Cautionary Notice Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K that are not historical, including but not limited to those regarding the consummation of the proposed transaction between Stanley and Black & Decker and the realization of synergies in connection therewith, are “forward looking statements” and, as such, are subject to risk and uncertainty.

The ability of Black & Decker and Stanley to deliver the results as described in the attached materials is based on current expectations and involves inherent risks and uncertainties, including factors listed below and other factors that could delay, divert, or change any of them, and could cause actual outcomes and results to differ materially from current expectations. In addition to the risks, uncertainties and other factors discussed in the attached materials, the risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied in the forward looking statements include, without limitation, those set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of Stanley’s and Black & Decker’s Annual Reports on Form 10-K and any material changes thereto set forth in any subsequent Quarterly Reports on Form 10-Q, those contained in Stanley’s and Black & Decker’s other filings with the Securities and Exchange Commission, and those set forth below.

These factors include but are not limited to the risk that regulatory and stockholder approvals of the transaction are not obtained on the proposed terms and schedule; the risk that the future business operations of Stanley or Black & Decker will not be successful; the risk that the proposed transaction between Stanley and Black & Decker will not be consummated; the risk that Stanley and Black & Decker will not realize any or all of the anticipated benefits from the transaction; the risk that cost synergy, customer retention and revenue expansion goals for the transaction will not be met and that disruptions from the transaction will harm relationships with customers, employees and suppliers; the risk that unexpected costs will be incurred; the outcome of litigation (including with respect to the transaction) and regulatory proceedings to which Stanley or Black & Decker may be a party; pricing pressure and other changes within competitive markets; the continued consolidation of customers, particularly in consumer channels; inventory management pressures on Stanley’s and Black & Decker’s customers; the impact the tightened credit markets may have on Stanley or Black & Decker or customers or suppliers; the extent to which Stanley or Black & Decker has to write off accounts receivable or assets or experiences supply chain disruptions in connection with bankruptcy filings by customers or suppliers; increasing competition; changes in laws, regulations and policies that affect Stanley or Black & Decker, including but not limited to trade, monetary, tax and fiscal

policies and laws; the timing and extent of any inflation or deflation in 2009 and beyond; currency exchange fluctuations; the impact of dollar/foreign currency exchange and interest rates on the competitiveness of products and Stanley’s and Black & Decker’s debt programs; the strength of the U.S. and European economies; the extent to which world-wide markets associated with homebuilding and remodeling continue to deteriorate; the impact of events that cause or may cause disruption in Stanley’s or Black & Decker’s manufacturing, distribution and sales networks such as war, terrorist activities, and political unrest; and recessionary or expansive trends in the economies of the world in which Stanley or Black & Decker operates, including but not limited to the extent and duration of the current recession in the US economy.

Black & Decker undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date hereof.

Additional Information

The proposed transaction involving Stanley and Black & Decker will be submitted to the respective stockholders of Stanley and Black & Decker for their consideration. In connection with the proposed transaction, Stanley will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a joint proxy statement of Stanley and Black & Decker and that will also constitute a prospectus of Stanley. Investors and security holders are urged to read the joint proxy statement/prospectus and any other relevant documents filed with the SEC when they become available, because they will contain important information. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents (when available) that Stanley and Black & Decker file with the SEC at the SEC’s website at www.sec.gov. In addition, documents filed with the SEC by Black & Decker will be available free of charge on the investor relations portion of the Black & Decker website at www.blackanddecker.com. In addition, documents filed with the SEC by Stanley will be available free of charge on the investor relations portion of the Stanley website at www.stanleyworks.com.

Certain Information Regarding Participants

Stanley, Black & Decker and certain of their respective directors and executive officers may be deemed to be participants in the proposed transaction under the rules of the SEC. Investors and security holders may obtain information regarding the names, affiliations and interests of Stanley’s directors and executive officers in Stanley’s Annual Report on Form 10-K for the year ended January 3, 2009, which was filed with the SEC on February 26, 2009, and its proxy statement for its 2009 Annual Meeting, which was filed with the SEC on March 20, 2009. Investors and security holders may obtain information regarding the names, affiliations and interests of Black & Decker’s directors and executive officers in Black & Decker’s Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the SEC on February 17, 2009, and its proxy statement for its 2009 Annual Meeting, which was filed with the SEC on March 16, 2009. These documents can be obtained free of charge from the sources listed above. Additional information regarding the interests of these individuals will also be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available.

Non-Solicitation

A registration statement relating to the securities to be issued by Stanley in the proposed transaction will be filed with the SEC, and Stanley will not issue, sell or accept offers to buy such securities prior to the time such registration statement becomes effective. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1    Joint Investor Presentation.

THE BLACK & DECKER CORPORATION

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE BLACK & DECKER CORPORATION
By:	/S/    CHARLES E. FENTON
	Charles E. Fenton
	Senior Vice President and General Counsel

Date: November 3, 2009

EX-99.1

0

A POWERFUL LEGACY, A FUTURE OF GROWTH

November 3, 2009

Exhibit 99.1

1

Forward Looking Statements

CAUTIONARY STATEMENTS

Under the Private Securities Litigation Reform Act of 1995

Statements in this presentation that are not historical, including but not limited to those regarding the consummation of the proposed transaction between Stanley and Black & Decker and the realization of synergies in connection

therewith,

are

“forward

looking

statements”

and,

as

such,

are

subject

to

risk

and

uncertainty.

Stanley’s and Black & Decker’s ability to deliver the results as discussed in this presentation is based on current expectations and involves inherent risks and uncertainties, including factors listed below and other factors that

could delay, divert, or change any of them, and could cause actual outcomes and results to differ materially from current expectations. In addition to the risks, uncertainties and other factors discussed in this presentation, the

risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied in the forward looking statements include, without limitation, those set forth in the “Risk

Factors”

section,

the

“Legal

Proceedings”

section,

the

“Management’s

Discussion

and

Analysis

of

Financial

Condition

and

Results

of

Operations”

section

and

other

sections

of

Stanley’s

and

Black

&

Decker’s

Annual Reports on

Form 10-K and any material changes thereto set forth in any subsequent Quarterly Reports on Form 10-Q, those contained in Stanley’s and Black & Decker’s other filings with the Securities and Exchange Commission, and

those set forth below.

Neither Stanley nor Black and Decker undertake any obligation to

publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date hereof.

Additional Information

The proposed transaction involving Stanley and Black & Decker will be submitted to the respective stockholders of Stanley and Black & Decker for their consideration.  In connection with the proposed transaction,

Stanley

will

file

with

the

Securities

and

Exchange

Commission

(the

“SEC”)

a

registration

statement

on

Form

S-4

that

will

include

a

joint

proxy

statement

of

Stanley

and

Black

&

Decker

that

will

also

constitute

a

prospectus of

Stanley.

Investors

and

security

holders

are

urged

to

read

the

joint

proxy

statement/prospectus

and

any

other

relevant

documents

filed

with

the

SEC

when

they

become

available,

because

they

will

contain

important

information.

Investors

and

security

holders

may

obtain

a

free

copy

of

the

joint

proxy

statement/prospectus

and

other

documents

(when

available)

that

Stanley

and

Black

&

Decker

file

with

the

SEC at the

SEC’s

website at www.sec.gov

and

Stanley’s website related to the transaction at www.stanleyblackanddecker.com.  In addition, these documents may be obtained from Stanley or Black & Decker free of charge

by

directing

a

request

to

Investor

Relations,

The

Stanley

Works,

1000

Stanley

Drive,

New

Britain,

CT

06053,

or

to

Investor

Relations,

The

Black

&

Decker

Corporation,

701

E.

Joppa

Road,

Towson,

Maryland

21286, respectively.

Stanley,

Black

&

Decker

and

certain

of

their

respective

directors

and

executive

officers

may

be

deemed

to

be

participants

in

the

proposed

transaction

under

the

rules

of

the

SEC.

Investors

and

security

holders

may obtain

information regarding the names, affiliations and interests of Stanley’s directors and executive officers in Stanley’s Annual Report on Form 10-K for the year ended January 3, 2009, which was filed with the SEC on February 26,

2009, and its proxy statement for its 2009 Annual Meeting, which

was filed with the SEC on March 20, 2009.  Investors and security holders may obtain information regarding the names, affiliations and

interests

of

Black

&

Decker’s

directors

and

executive

officers

in

Black

&

Decker’s

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2008,

which

was

filed

with

the

SEC

on

February

17,

2009,

and

its

proxy

statement

for

its

2009

Annual

Meeting,

which

was

filed

with

the

SEC

on

March

16,

2009.

These

documents

can

be

obtained

free

of

charge

from

the

sources

listed

above.

Additional

information

regarding

the

interests

of these

individuals will also be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. 

Non-Solicitation

A registration

statement

relating

to

the

securities

to

be

issued

by

Stanley

in

the

proposed

transaction

will

be

filed

with

the

SEC,

and

Stanley

will

not

issue,

sell

or

accept

offers

to

buy

such

securities

prior

to

the

time

such

registration statement becomes effective.  This document shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such securities, in any jurisdiction in which such offer, solicitation or

sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction.

These factors include but are not limited to the risk that regulatory and stockholder approvals of the transaction are not obtained on the proposed terms and schedule; the future business operations of Stanley

or Black & Decker will not be successful; the risk that the proposed transaction between Stanley and Black & Decker will not be consummated; the risk that Stanley and Black & Decker will not realize any or all

the risk that of the anticipated benefits from the transaction; the risk that cost synergy, customer retention and revenue expansion goals for the transaction will not be met and that disruptions from the

transaction will harm relationships with customers, employees and suppliers; the risk that unexpected costs will be incurred; the outcome of litigation (including with respect to the transaction) and regulatory

proceedings to which Stanley and Black & Decker may be a party; pricing pressure and other changes within competitive markets; the continued consolidation of customers particularly in consumer channels;

inventory management pressures on Stanley’s and Black & Decker’s customers; the impact the tightened credit markets may have on Stanley or  Black & Decker or customers or suppliers; the extent to which

Stanley or Black & Decker has to write off accounts receivable or assets or experiences supply chain disruptions in connection with bankruptcy filings by customers or suppliers; increasing competition;

changes in laws, regulations and policies that affect Stanley or Black & Decker, including, but not limited to trade, monetary, tax and fiscal policies and laws; the timing and extent of any inflation or deflation in

2009 and beyond; currency exchange fluctuations; the impact of dollar/foreign currency exchange and interest rates on the competitiveness of products and Stanley’s and Black & Decker’s debt programs; the

strength of the U.S. and European economies; the extent to which world wide markets associated with homebuilding and remodeling continue to deteriorate; the impact of events that cause or may cause

disruption in Stanley’s or Black & Decker’s manufacturing, distribution and sales networks such as war, terrorist activities, and political unrest; and recessionary or expansive trends in the economies of the

world in which Stanley or Black & Decker operates, including but not limited to the extent and duration of the current recession in the US economy.

2

2

Chairman &

Chief Executive Officer

The Stanley Works

John F. Lundgren

Chairman, President & Chief

Executive Officer

The Black & Decker Corporation

Nolan D. Archibald

3

•

Established In 1843 By Frederick Trent

Stanley, Who Founded A Small

Hardware Manufacturing Shop In New

Britain, CT

•

166 Year Reputation For Product

Quality And Service

•

133 Years Of Consecutive Dividends

•

World Class Hand Tools Portfolio

•

Established In 1910 By S. Duncan

Black And Alonzo G. Decker, Who

Founded A Small Machine Shop In

Baltimore, MD

•

100 Year Reputation For Product

Innovation And Customer Focus

•

72 Years Of Consecutive Dividends

•

World Class Power Tools Portfolio

Two Companies With Great Legacies

Rich and Enduring Histories

4

Compelling Strategic And Financial Benefits 

Strategic Benefits

Financial Benefits

A Global Leader In Hand and Power

Tools

Iconic Brand Portfolio –

Over 250

Years Of Combined History

Greater Scale In Hand And Power

Tools & Storage, Mechanical

Security, And Engineered Fastening

World Class Innovation Process

Global Low Cost Sourcing And

Manufacturing Platforms

Additional Presence In High-Growth

Emerging Markets

Highly Accretive To EPS;

Approximately $1.00 Per Share

Projected By Year 3

$350M In Cost Synergies Annually

Opportunity For Margin Improvement 

Free Cash Flow Of Approximately

$1.0B And Over $1.5B In EBITDA By

Year 3

Increased Resources To Invest In

Security Solutions, Engineered

Fastening And Other High-Growth

Platforms

Strong Balance Sheet

5

Transaction Highlights

Exchange Ratio

Fixed Ratio Of 1.275 Shares Of SWK For Each Share Of BDK

Implied 22.1% Premium To BDK As Of 10/30/09

Ownership

50.5% Stanley / 49.5% Black & Decker

Accretion

EPS

Accretion

Of

Approximately

$1.00

Per

Share

Projected

By

Year

3

Synergies

$350M Cost Synergies Annually, Fully Realized Within 3 Years

Board of Directors

9 Directors From Stanley / 6 Directors From Black & Decker

Nolan D. Archibald, Executive Chairman

Management Team

John F. Lundgren, President & CEO

James M. Loree, EVP & COO

Donald Allan, Jr., SVP & CFO

Company Name

Stanley Black & Decker

Headquarters

Corporate HQ In New Britain, CT / Power Tools HQ In Towson, MD

Transaction Close

Expected In The First Half Of 2010

Transaction Currently Valued At Approximately $4.5B

6

Highly Complementary Iconic Brands

World-

Class

Brand

Portfolio

Well Known Brands Across All Segments

CDIY

Security

Industrial

Industrial

Engineered

Fastening

Hardware &

Home

Improvement

7

Comprehensive Product Offering

No Significant Product Line Overlap

8

Attractive Positions In Markets And Channels Worldwide

Operations In 45 Countries With Strong Positions In

North America, Europe, Middle East and Latin America

Growing Presence In Emerging Markets Including Asia

& Eastern Europe

Outstanding Access To Key End Markets

Including Industrial, Construction, Automotive

Repair and DIY

An Industry Leading Array Of Products & Services

Branded Hand Tools & Storage

Cordless And Corded Power Tools & Accessories

Mechanical Security & Hardware

Electronic Security Systems & Services

Engineered Fastening Systems

Superior Track Record Of Innovation

Laser Focus On End Users

Strong Value Propositions

Compatible Cultures

Robust New Product Pipeline & Continued

Commitment To Focused R&D

World Class Operations And Global Sourcing

Stanley Fulfillment System Operating Model

Low Cost Country Manufacturing & Sourcing

Overlapping Physical Distribution Systems

Committed To Best-In-Class Working Capital Efficiency

Compelling Strategic Combination

9

Executive Vice President & Chief Operating Officer, The Stanley Works

James M. Loree

10

Consistent With Strategic Objectives

Stanley Strategic Framework

In Place Since 2004

Be A Consolidator Of The Tool Industry

Increase Relative Weighting Of Emerging Markets

Be Selective and Operate In Markets Where:

Brand Is Meaningful (Stanley Or Sub-Brand)

Value Proposition Is Definable And Sustainable

Through Innovation

Global Cost Leadership Is Achievable

Pursue Growth On Multiple Fronts Through:

Building On Existing Growth Platforms

Developing New Growth Platforms Over Time

Accelerate Progress Via Stanley Fulfillment System

Increased Scale In Hand And Power Tools

Greater Presence In Latin America, Middle

East and Eastern Europe

Significant Brand Equity

Extensive Array of High Value-Added

Products And Strong Culture Of Innovation

Bringing Together Two Cost Leaders

Increased Size And Scale

Adds Attractive New Engineered Fastening

Growth Platform

Maintain Portfolio Transition Momentum

Strategic Benefits Of

Combination

Approximately $1B In Free Cash Flow Annually To Build Growth Platforms

11

Growth Platforms

Existing Growth Platforms

1. Convergent Security

2. Mechanical Security

3. Industrial & Automotive Tools

New Growth Platforms

4. Engineered Fastening

5. Healthcare

6. Infrastructure

Capital Focused On Driving Growth Within

Both Core and New Platforms…

Build Out Existing Platforms

Expand Into Adjacent Markets

Grow Through Acquisitions

Expand Existing Platforms

Grow Organically

Expand Internationally Via Acquisitions

New

12

Long-Term Capital Allocation Strategy

Long-Term Capital Allocation Objectives

Target Strong Investment Grade Credit

Rating

Invest Approximately 2/3 In Acquisitions

And Growth

Return Approximately 1/3 To

Shareholders

Committed To Continued Dividend

Growth

Capital Allocation Strategy Supports Strong Balance Sheet,

Shareholder Returns & Continued Growth

Capital Allocation Objectives Remain Intact

Share

Repurchase 1/6

Acquisitions 2/3

Dividends 1/6

13

A Diversified Global Leader

Revenue by

Segment

Revenues Remain Diversified…

Industrial

24%

Largest Customer

22%

~6%

~12%

U.S. Home Centers

& Mass Merchants

40%

~13%

~24%

2002

2008

Pro Forma

Back to

Stanley 2006

Levels

…With 49% In CDIY

Stanley

2009E Revenue: $3.7B*

Black & Decker

2009E Revenue: $4.7B*

Security

42%

CDIY

34%

Fastening & Assembly Systems

11%

Hardware & Home

Improvement

16%

Pro Forma

2009E Revenue: $8.4B

Power Tools & Accessories

73%

Security

28%

CDIY

49%

Industrial

23%

$740M

$1B

$2.9B

Additive Revenue From

Black & Decker to Existing

Stanley Business Segments

*Source: Wall Street Estimates

14

SFS Can Be Leveraged Across Black & Decker Platform…

Added Value of Stanley Fulfillment System (SFS)

…With The Potential To Generate Significant Cash Flow

From Higher Working Capital Turns

4.3x

5.0x

6.1x

3.7x

3.7x

4.1x

2006A

2007A

2008A

SWK

BDK

7.0x

6.0x

5.0x

4.0x

3.0x

2.0x

1.0x

0.0x

=

~$500M

15

Vice President & Chief Financial Officer, The Stanley Works

Donald Allan Jr.

16

Successful Integration Track Record

4%

7%

14%

22%

22%

15%

28%

26%

25%

9%

16%

17%

National

Hardware

Best Access

Facom

HSM

Sonitrol

X-Mark

Pre-Acquisition

Post-Integration

Proven Integration Process Drives

Significant Synergy Realization

Operating Margin %

Integration Plan

For First 100 Days

Finalized

Prior To Close

Consensus On Integration Plan

With

Both

Management Teams Prior To Close

Integration Management Team

Rhythms

And Milestones

Each Week

Experienced Integration Managers

On Each

Team

In-Country Integration Teams Worldwide

Integration Process Best Practices

Yields  6% Margin

Improvement On

Average

17

Cost Synergy Drivers

Manufacturing And Distribution

Purchasing

Business Unit & Regional Integration

Corporate Overhead

Plant Footprint Consolidation

Distribution Network Consolidation

Direct And Indirect Materials

Freight

$350 Million Of Cost Synergies Identified (4% Of Pro Forma Sales)

One Time Cost To Achieve

$400M Over Three Years

One Time Cost Of $400 Million To Achieve

$0

$100

$200

$300

$400

Cost Synergies ($M)

$350M

Public Company Costs

Management, Facility And IT Integration

Management And Sales Force Integration

Regional Shared Service Consolidation

Corporate

Overhead

~$95M

Business Unit &

Regional Consolidation

~$135M

Purchasing

~$75M

Manufacturing &

Distribution

~$45M

18

Revenue Synergies

Cross-Selling Opportunities For Products Of

Both Companies In Mature Markets

Expanded Product Distribution Reach For

Both Companies

Increased Presence And Scale In Emerging

Markets Will Accelerate Penetration And

Growth

Increased Scope And Scale Of Innovation

Process Will Accelerate New Product

Development

Increased Cash Flow Will Allow Greater Re-

Investment In Existing Brands, Channels And

Operations

Combination Also Provides Substantial Revenue Synergy

Potential

Any Realized Revenue Synergies Represent Additional Future Upside

To Financial Forecasts

Utilize Stanley’s Global Industrial And

Automotive Repair Channels To Sell

Additional DeWalt

Power Tools

Distribute Stanley Hand Tools And

Hardware Through Black & Decker’s

Latin American Sales Force

Leverage Black & Decker’s Strong

Presence

In

The

STAFDA

*

Channels

To Sell Additional Stanley Hand Tools

Specific Examples

* Specialty Tools & Fasteners Distributors Association

19

Pro Forma Financial Impact To Stanley

Year 1

Year 2

Year 3

Annual Cost

Synergies ($M)

$125

$250

$350

Pro Forma GAAP

EPS Accretion

($ per Fully

Diluted Share)

($3.25) -

($3.00)

$0.25 -

$0.35

$0.95 -

$1.05

Pro Forma

Adjusted EPS

Accretion

($ per Fully

Diluted Share)

($0.45) -

($0.20)

$0.50 -

$0.60

$1.05 -

$1.15

Pro Forma Cash

EPS Accretion

($ per Fully

Diluted Share)

($0.05) -

$0.20

$0.90 -

$1.00

$1.40 -

$1.50

Highly Accretive Transaction Results In Approximately $5.00 Of EPS In

Year 3

Creates A Global

Leader With Pro

Forma 2009E

Revenues Of $8.4B

Free Cash Flow In

Year 3 To Be ~$1B

EBITDA Of $1.3B

Including Full Run-

Rate Synergies in

2009

Adjusted EPS           Cash EPS

•

Annual Additional                    ~ $80-90M

Pre-Tax Intangible Amortization

GAAP EPS             Adjusted EPS

•

Costs To Achieve Synergies        $400M

(Yr 1 -

$330M, Yr 2 -

$50M, Yr 3 -

$20M)

•

Non-Cash Inventory Charge         $200M

(Yr 1 Only)

•

Transaction/Other Expense          $70M       

(Yr 1 Only)

20

Strong Credit Position

Standalone

Combined

2009

Forecast

2009 PF

Forecast

Year 3 PF

Forecast

Synergies ($M)

-

-

$350

EBITDA

($M)

~  $600

~ $1,000

~ $1,500

Free Cash Flow

> $300

~ $650

~  $1,000

Debt/EBITDA

1.7x

2.9x

~1.4x

Total Debt / Capitalization

~ 30%

~ 30%

~ 25%

Current SWK

Standalone Credit

Rating:

S&P: A 

Moody’s: A3

Fitch: A

Current BDK

Standalone Credit

Rating

S&P: BBB

Moody’s: Baa3

Fitch: BBB

A Strong Capacity To Maintain

A Conservative Financial Position…

…Will Create An Even Stronger Company With A Solid Foundation

Combined

Company

Credit

Ratings

Strong

Investment

Grade

21

$240

$400

$650

$300

$150

$277

$520

$250

$312

-$320

-$800

-$800-$800

-$800

-$500

-$500-$500

-$500

$(2,000)

$(1,500)

$(1,000)

$(500)

$-

$500

$1,000

2010

2011

2012

2013

2014

2015

2016

…

2028

2029

2030

2045

Liquidity

Post Closing 

Forecast

Forecasted Cash Position

$1.0B

Existing Stanley Committed Credit

Facilities Expiring 2013

$.8B

Planned New Credit Facilities

$.5B -

$.75B

Stanley’s Stock Purchase Contract

Maturing Q2 2010

$.32B

Total Near Term Liquidity

$2.62B -

$2.87B

Ample Liquidity To Meet The Needs Of The New Company

Debt Maturities

Combined Debt Maturities ($M)

Near Term Liquidity Sources

New Credit Facility

(Assumes 364day Renewed Annually)

SWK Credit Facility

SWK Stock Purchase Contract

SWK

BDK

Note:

2010

Maturities

includes

forecasted

Y/E

short

term

debt

of

SWK

and

BDK

as

well

as

acceleration

of

$175MM

of

BDK

term

debt

22

Consistent With Stanley’s Financial Objectives

Sales Growth

3-5% Organic

~10% Total

Financial Performance

Mid-Teens % EPS Growth

FCF >

Net Income

ROCE In The Range Of 12-15%

Dividend

Continued Growth

Credit Rating

Strong Investment Grade

Stanley’s Financial Objectives

In Place Since 2004

23

Chairman & Chief Executive Officer, The Stanley Works

John F. Lundgren

24

Unique Opportunity

Complementary Global Product Offerings

Comprehensive Array Of Iconic Brands

Enhances Core Strengths Of Each Company

Creates Stronger Global Company

Shared Commitment To Operational Excellence

Substantial Synergy Opportunities

Combination Of Two Outstanding Companies

25

A POWERFUL LEGACY, A FUTURE OF GROWTH