SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 20, 2004
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THE BLACK & DECKER CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 1-1553 52-0248090
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
701 East Joppa Road, Towson, Maryland 21286
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 410-716-3900
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99 Press Release of the Corporation dated April 20, 2004.
ITEM 9. REGULATION FD DISCLOSURE; ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
On April 20, 2004, the Corporation reported its earnings for the three months
ended March 28, 2004. Attached to this Current Report on Form 8-K as Exhibit 99
is a copy of the Corporation's related press release dated April 20, 2004.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains "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 that are intended to come within the safe harbor
protection provided by those statutes. By their nature, all forward-looking
statements involve risks and uncertainties, and actual results may differ
materially from those contemplated by the forward-looking statements. Several
factors that could materially affect the Corporation's actual results are
identified in Item 1(g) of Part I of the Corporation's Annual Report on Form
10-K for the year ended December 31, 2003.
NON-GAAP FINANCIAL MEASURES
The press release attached as Exhibit 99 contains non-GAAP financial measures
within the meaning of Regulation G promulgated by the Securities and Exchange
Commission. The Corporation believes that these non-GAAP financial measures
provide information that is useful to the users of its financial information
regarding the Corporation's financial condition and results of operations.
Additionally, the Corporation uses these non-GAAP measures to evaluate its past
performance, reportable business segments, and prospects for future performance.
The Corporation believes it is appropriate to present this non-GAAP financial
information for the following reasons:
o The Corporation provides certain measures of operating results, net
earnings, and earnings per share adjusted to exclude certain costs,
expenses, and gains and losses, as well as to exclude effects of changes in
foreign currency exchange rates and of acquired businesses on sales and
inventories. The Corporation believes that this information is helpful in
understanding period-over-period operating results separate and apart from
items that may, or could, have a disproportional positive or negative
impact on the Corporation's results of operations in any particular period.
The Corporation also utilizes certain of these measures to compensate
certain management personnel of the Corporation.
o In addition to measuring its cash flow generation and usage based upon
operating, investing, and financing activities classifications established
under accounting principles generally accepted in the United States, the
Corporation also measures its free cash flow. Free cash flow is a measure
commonly employed by credit providers. The Corporation defines free cash
flow as cash flow from operating activities, less capital expenditures,
plus proceeds from the disposal of assets (excluding proceeds from business
sales).
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While the Corporation believes that these non-GAAP financial measures are useful
in evaluating the Corporation, this information should be considered as
supplemental in nature and not as a substitute for or superior to the related
financial information prepared in accordance with GAAP. Further, these non-GAAP
financial measures may differ from similar measures presented by other
companies.
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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 hereunto duly authorized.
THE BLACK & DECKER CORPORATION
By: /s/ CHRISTINA M. MCMULLEN
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Christina M. McMullen
Vice President and Controller
Date: April 20, 2004