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
Date of Report (Date of earliest event reported) October 21, 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 or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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.)
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:
[ ] 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))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION;
ITEM 7.01 REGULATION FD DISCLOSURE.
On October 27, 2004, the Corporation reported its earnings for the three and
nine months ended September 26, 2004. Attached to this Current Report on Form
8-K as Exhibit 99 is a copy of the Corporation's related press release dated
October 27, 2004. The information furnished under Items 2.02 and 7.01 shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in a filing.
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. 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, and the Corporation believes free
cash flow provides supplemental information about the Corporation's ability
to fund its working capital needs and capital expenditures, and to pay
interest and service debt. 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).
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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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On October 21, 2004, Mark H. Willes was elected to the Corporation's Board of
Directors. The retired Chairman, President and Chief Executive Officer of The
Times Mirror Company previously served as a director of the Corporation from
1990 to 2001. Mr. Willes will serve on the Corporation's Compensation Committee
and Corporate Governance Committee.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99 Press Release of the Corporation dated October 27, 2004.
Exhibit 99 shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in a filing.
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.
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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: October 27, 2004