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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                    FORM 10-K
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

	       FOR	THE	FISCAL	YEAR	ENDED	                                         COMMISSION	FILE	NUMBER

                 December 31, 2006                                                        1-1553


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


                      Maryland                                                     52-0248090
	
	              (State	of 	Incorporation)	                             (I.R.S.	Employer	Identification	Number)


                Towson, Maryland                                                          21286
	
	     (Address	of 	principal	executive	offices)	                                        (Zip	Code)

                                                                                     410-716-3900
Registrant’s	telephone	number,	including	area	code:		

Securities	registered	pursuant	to	Section	12(b)	of 	the	Act:

	            Title	of 	each	class	                                  Name	of 	each	exchange	on	which	registered
    Common Stock, par value $.50 per share                                   New York Stock Exchange


                                                                                           None
Securities	registered	pursuant	to	Section	12(g)	of 	the	Act:	

Indicate	by	check	mark	if 	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of 	the	Securities	Act.
Yes		X						 No
Indicate	by	check	mark	if 	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or		
Section	15(d)	of 	the	Act.				Yes								 		No			X
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	twelve	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.				Yes		X						 No	
Indicate	by	check	mark	if 	disclosure	of 	delinquent	filers	pursuant	to	Item	405	of 	Regulation	S-K	
is	not	contained	herein,	and	will	not	be	contained,	to	the	best	of 	registrant’s	knowledge,	in	defini-
tive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of 	this	Form	10-K	or	any	
amendment	to	this	Form	10-K.	
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.		(check	one):
Large	accelerated	filer		X						Accelerated	filer								 		Non-accelerated	filer
Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of 	the	Act).
Yes								 		No			X
The	aggregate	market	value	of 	the	voting	stock	held	by	non-affiliates	of 	the	registrant	as	of 	June	30,	2006,	
                                                                                                               	
was	$6.18	billion.
The	number	of 	shares	of 	Common	Stock	outstanding	as	of 	January	26,	2007,	was	65,600,202.
The	exhibit	index	as	required	by	Item	601(a)	of 	Regulation	S-K	is	included	in	Item	15	of 	Part	IV	of 	this	report.
Documents	Incorporated	by	Reference:	Portions	of 	the	registrant’s	definitive	Proxy	Statement	for	the	
2007	Annual	Meeting	of 	Stockholders	are	incorporated	by	reference	in	Part	III	of 	this	Report.
PART I
ITEM 1. BUSINESS                                             mation	about	the	discontinued	European	security	
                                                             hardware	business,	see	the	discussion	in	Note	3	
(a) General Development                                      of 	 Notes	 to	 Consolidated	 Financial	 Statements	
    of Business                                              included	in	Item	8	of 	Part	II	of 	this	report.
The	Black	&	Decker	Corporation	(collectively	with	
                                                             (b) Financial Information About
its	subsidiaries,	the	Corporation),	incorporated	in	
                                                                 Business Segments
M
	 aryland	in	1910,	is	a	leading	global	manufacturer	
and	 marketer	 of 	 power	 tools	 and	 accessories,	         The	 Corporation	 operates	 in	 three	 reportable	
hardware	and	home	improvement	products,	and	                 business	segments:	Power	Tools	and	Accessories,	
technology-based	fastening	systems.	With	products	           including	 consumer	 and	 industrial	 power	 tools		
and	services	marketed	in	over	100	countries,	the	            and	accessories,	lawn	and	garden	tools,	electric	
C
	 orporation	 enjoys	 worldwide	 recognition	 of 	 its	      cleaning,	automotive,	and	lighting	products,	and	
strong	brand	names	and	a	superior	reputation	for	            product	service;	Hardware	and	Home	Improvement,	
quality,	design,	innovation,	and	value.	                     including	security	hardware	and	plumbing	products;	
                                                             and	Fastening	and	Assembly	Systems.	For	additional	
The	 Corporation	 is	 one	 of 	 the	 world’s	 leading	
                                                             information	about	these	segments,	see	Note	18	
p
	 roducers	 of 	 power	 tools,	 power	 tool	 accesso-
                                                             of 	 Notes	 to	 Consolidated	 Financial	 Statements	
ries,	 and	 residential	 security	 hardware,	 and	 the	
                                                             included	in	Item	8	of 	Part	II,	and	Management’s	
Corporation’s	product	lines	hold	leading	market	
                                                             D
                                                             	 iscussion	 and	 Analysis	 of 	 Financial	 Condition	
share	positions	in	these	industries.	The	Corpora-
                                                             and	Results	of 	Operations	included	in	Item	7	of 	
tion	is	also	a	major	global	supplier	of 	engineered	
                                                             Part	II	of 	this	report.
fastening	 and	 assembly	 systems.	 The	 Corpora-
tion	 is	 one	 of 	 the	 leading	 producers	 of 	 faucets	
                                                             (c) Narrative Description
in	North	America.	These	assertions	are	based	on	
                                                                 of the Business
total	 volume	 of 	 sales	 of 	 products	 compared	 to	
the	total	market	for	those	products	and	are	sup-             The	following	is	a	brief 	description	of 	each	of 	the	
ported	by	market	research	studies	sponsored	by	              Corporation’s	reportable	business	segments.
the	Corporation	as	well	as	independent	industry	
                                                             POWER TOOLS AND ACCESSORIES
s
	 tatistics	available	through	various	trade	organiza-
tions	and	periodicals,	internally	generated	market	          The	 Power	 Tools	 and	 Accessories	 segment	 has	
data,	and	other	sources.	                                    worldwide	 responsibility	 for	 the	 manufacture	
                                                             and	sale	of 	consumer	(home	use)	and	industrial	
During	the	first	quarter	of 	2006,	the	Corporation	
                                                             corded	and	cordless	electric	power	tools	and	equip-
acquired	 Vector	 Products,	 Inc.	 (Vector).	 The	 ad-
                                                             ment,	lawn	and	garden	tools,	consumer	portable	
dition	of 	Vector	to	the	Corporation’s	Power	Tools	
                                                             power	products,	home	products,	accessories	and		
and	Accessories	segment	allows	the	Corporation	
                                                             attachments	for	power	tools,	and	product	service.	
to	offer	customers	a	broader	range	of 	products.
                                                             In	 addition,	 the	 Power	 Tools	 and	 Accessories		
During	the	fourth	quarter	of 	2004,	the	Corpora-             segment	has	responsibility	for	the	sale	of 	security	
tion	 acquired	 the	 Porter-Cable	 and	 Delta	 Tools	        hardware	to	customers	in	Mexico,	Central	America,	
Group	 from	 Pentair,	 Inc.	 The	 Porter-Cable	 and	         the	 Caribbean,	 and	 South	 America;	 for	 the	 sale	
Delta	Tools	Group	(also	referred	to	herein	as	the	           of 	 plumbing	 products	 to	 customers	 outside	 of 	
“Tools	Group”)	included	the	Porter-Cable,	Delta,	            the	United	States	and	Canada;	and	for	sales	of 	
DeVilbiss	Air	Power	Company,	Oldham	Saw,	and	                household	 products,	 principally	 in	 Europe	 and	
FLEX	businesses.	The	Corporation	sold	the	FLEX	              Brazil.
business	in	November	2005.
                                                             Power	tools	and	equipment	include	drills,	screw-
In	 November	 2005,	 the	 Corporation	 completed	            drivers,	impact	wrenches	and	drivers,	hammers,	
the	 sale	 of 	 DOM	 security	 hardware.	 In	 January	       wet/dry	 vacuums,	 lights,	 radio/chargers,	 saws,	
2004,	the	Corporation	completed	the	sale	of 	two	            grinders,	band	saws,	plate	joiners,	jointers,	lathes,	
European	 security	 hardware	 businesses,	 Corbin	           dust	 management	 systems,	 routers,	 planers,	
and	NEMEF    .	The	divested	businesses	are	reflected	        sanders,	benchtop	and	stationary	machinery,	air	
as	 discontinued	 operations	 in	 the	 Consolidated	         tools,	building	instruments,	air	compressors,	gen-
Financial	Statements	included	in	Item	8	of 	Part	            erators,	laser	products,	jobsite	security	systems,	
II	of 	this	report,	and	as	such,	operating	results,	         and	 WORKMATE®	 project	 centers	 and	 related	
assets	and	liabilities,	and	cash	flows	of 	the	dis-          products.	 Lawn	 and	 garden	 tools	 include	 hedge	
continued	 European	 security	 hardware	 business	           t
                                                             	 rimmers,	string	trimmers,	lawn	mowers,	edgers,	
have	been	reported	separately	from	the	continuing	           pruners,	 shears,	 shrubbers,	 blower/vacuums,	
                                                             power	 sprayers,	 pressure	 washers,	 and	 related	
operations	of 	the	Corporation.	For	additional	infor-

                                                                                                                  1
                                                                                   BLACK & DECKER
accessories.	 Consumer	 portable	 power	 prod-                The	Corporation’s	product	service	program	sup-
                                                              ports	its	power	tools	and	lawn	and	garden	tools.	
ucts	 include	 inverters,	 jump-starters,	 vehicle	
                                                              R
                                                              	 eplacement	parts	and	product	repair	services	are	
battery	 chargers,	 rechargeable	 spotlights,	 and	
                                                              available	through	a	network	of 	company-operated	
other	 related	 products.	 Home	 products	 include	
                                                              s
                                                              	 ervice	centers,	which	are	identified	and	listed	in	
stick,	 canister	 and	 hand-held	 vacuums;	 flexible	
                                                              p
                                                              	 roduct	information	material	generally	included	in	
flashlights;	 and	 wet	 scrubbers.	 Power	 tool	 ac-
                                                              product	packaging.	At	December	31,	2006,	there	
cessories	include	drill	bits,	hammer	bits,	router	
                                                              were	approximately	125	such	service	centers,	of 	
bits,	 hacksaws	 and	 blades,	 circular	 saw	 blades,	
                                                              which	roughly	three-quarters	were	located	in	the	
jig	 and	 reciprocating	 saw	 blades,	 screwdriver	
                                                              United	States.	The	remainder	was	located	around	
bits	 and	 quick-change	 systems,	 bonded	 and	
                                                              the	 world,	 primarily	 in	 Canada	 and	 Asia.	 These	
other	abrasives,	and	worksite	tool	belts	and	bags.	
                                                              c
                                                              	 ompany-operated	 service	 centers	 are	 supple-
P
	 roduct	service	provides	replacement	parts	and	
                                                              mented	 by	 several	 hundred	 authorized	 service	
repair	 and	 maintenance	 of 	 power	 tools,	 equip-
                                                              centers	 operated	 by	 independent	 local	 owners.	
ment,	and	lawn	and	garden	tools.
                                                              The	 Corporation	 also	 operates	 reconditioning	
Power	 tools,	 lawn	 and	 garden	 tools,	 portable	           c
                                                              	 enters	 in	 which	 power	 tools,	 lawn	 and	 garden	
power	 products,	 home	 products,	 and	 acces-                tools,	and	electric	cleaning	and	lighting	products	
sories	 are	 marketed	 around	 the	 world	 under	             are	reconditioned	and	then	re-sold	through	numer-
the	 BLACK	 &	 DECKER	 name	 as	 well	 as	 other	             ous	company-operated	factory	outlets	and	service	
trademarks,	 and	 trade	 names,	 including,	 with-            c
                                                              	 enters	and	various	independent	distributors.
out	limitation,	BLACK	&	DECKER;	ORANGE	AND	
                                                              Most	of 	the	Corporation’s	consumer	power	tools,	
BLACK	COLOR	SCHEME;	POWERFUL	SOLUTIONS;	
                                                              l
                                                              	awn	 and	 garden	 tools,	 and	 electric	 cleaning,		
FIRESTORM;	GELMAX	COMFORT	GRIP;	MOUSE;	
                                                              automotive,	 and	 lighting	 products	 sold	 in	 the	
BULLSEYE;	 PIVOT	 DRIVER;	 STORMSTATION;	
                                                              United	 States	 carry	 a	 two-year	 warranty,	 pursu-
WORKMATE;	 BLACK	 &	 DECKER	 XT;	 VERSAPAK;	
                                                              ant	 to	 which	 the	 consumer	 can	 return	 defective	
SMARTDRIVER;	 QUANTUM	 PRO;	 CYCLONE;		
                                                              p
                                                              	 roducts	 during	 the	 two	 years	 following	 the	
N AV I G ATO R ; 	 D R AG S T E R ; 	 S A N D S TO R M ;	 	
                                                              p
                                                              	 urchase	in	exchange	for	a	replacement	product	
PROJECTMATE;	 PIVOTPLUS;	 QUICK	 CLAMP;	
                                                              or	 repair	 at	 no	 cost	 to	 the	 consumer.	 Most	 of 	
SIGHT	 LINE;	 CROSSFIRE;	 CROSSHAIR;	 360°;	
                                                              the	 Corporation’s	 industrial	 power	 tools	 sold	 in	
QUATTRO;	 DECORMATE;	 LASERCROSS;	 AUTO-
                                                              the	 United	 States	 carry	 a	 one-year	 service	 war-
WRENCH;	 SHOPMASTER	 BY	 DELTA;	 DEWALT;		
                                                              ranty	and	a	three-year	warranty	for	manufacturing		
YELLOW	 AND	 BLACK	 COLOR	 SCHEME;	 GUAR-
                                                              defects.	Products	sold	outside	of 	the	United	States	
ANTEED	 TOUGH;	 XRP;	 SITELOCK;	 PORTER-
                                                              generally	 have	 varying	 warranty	 arrangements,	
CABLE;	 GRAY	 AND	 BLACK	 COLOR	 SCHEME;	
                                                              depending	upon	local	market	conditions	and	laws	
TIGER	 SAW;	 PORTA-BAND;	 POWERBACK;	
                                                              and	regulations.
EASY	 AIR;	 JOB	 BOSS;	 DELTA;	 THE	 DELTA	
TRIANGLE	 LOGO;	 UNISAW;	 BIESEMEYER;	                        The	Corporation’s	product	offerings	in	the	Power	
BLACK	 AND	 WHITE	 COLOR	 SCHEME;	 DAPC;		                    Tools	and	Accessories	segment	are	sold	primarily	
EMGLO;	AFS	AUTOMATIC	FEED	SPOOL;	GROOM	                       to	retailers,	wholesalers,	distributors,	and	jobbers,	
‘N’	EDGE;	HEDGE	HOG;	GRASS	HOG;	EDGE	HOG;	                    a
                                                              	 lthough	some	discontinued	or	reconditioned	pow-
LEAF	 HOG;	 LAWN	 HOG;	 STRIMMER;	 REFLEX;	                   er	tools,	lawn	and	garden	tools,	consumer	portable	
VAC	 ‘N’	 MULCH;	 EXCELL;	 ALLIGATOR;	 TRIM		                 power	products,	and	electric	cleaning	and	light-
‘N’	 EDGE;	 HDL;	 TOUGH	 TRUCK;	 FLEX	 TUBE;	                 ing	products	are	sold	through	company-operated	
VECTOR;	ELECTROMATE;	SIMPLE	START;	DUST-                      service	centers	and	factory	outlets	directly	to	end	
BUSTER;	 SNAKELIGHT;	 SCUMBUSTER;	 STEAM-                     u
                                                              	 sers.	Sales	to	two	of 	the	segment’s	customers,	
BUSTER;	CYCLOPRO;	SWEEP	&	COLLECT;	CLICK	                     The	Home	Depot	and	Lowe’s	Home	Improvement	
&	GO;	B&D;	BULLET;	QUANTUM	PRO;	PIRANHA;	                     Warehouse,	accounted	for	greater	than	10%	of 	the	
SCORPION;	 QUICK	 CONNECT;	 PILOT	 POINT;	                    Corporation’s	consolidated	sales	for	2006,	2005,	
RAPID	LOAD;	ROCK	CARBIDE;	TOUGH	CASE;	MAX	                    and	 2004.	 For	 additional	 information	 regarding	
LIFE;	 RAZOR;	 OLDHAM;	 DEWALT	 SERVICENET;	                  sales	 to	 The	 Home	 Depot	 and	 Lowe’s	 Home		
DROP	BOX	EXPRESS;	and	GUARANTEED	REPAIR	                      Improvement	 Warehouse,	 see	 Note	 18	 of 	 Notes	
COST	(GRC).                                                   to	Consolidated	Financial	Statements	included	in	
                                                              Item	8	of 	Part	II	of 	this	report.
The	 composition	 of 	 the	 Corporation’s	 sales	 by	
product	 groups	 for	 2006,	 2005,	 and	 2004	 is	            The	principal	materials	used	in	the	manufacturing	
included	 in	 Note	 18	 of 	 Notes	 to	 Consolidated	         of 	products	in	the	Power	Tools	and	Accessories	
Financial	Statements	included	in	Item	8	of 	Part	II	          segment	are	batteries,	copper,	aluminum,	steel,	
of 	this	report.	Within	each	product	group	shown,	            certain	electronic	components,	engines,	and	plas-
there	existed	no	individual	product	that	accounted	           tics.	These	materials	are	used	in	various	forms.	
for	greater	than	10%	of 	the	Corporation’s	consoli-           For	example,	aluminum	or	steel	may	be	used	in	
dated	sales	for	2006,	2005,	or	2004.                          the	form	of 	wire,	sheet,	bar,	and	strip	stock.

2                 BLACK & DECKER
The	materials	used	in	the	various	manufacturing	             For	additional	information	with	respect	to	these	
p
	 rocesses	are	purchased	on	the	open	market,	and	            and	other	properties	owned	or	leased	by	the	Cor-
the	majority	are	available	through	multiple	sources	         poration,	see	Item	2,	“Properties.”
and	are	in	adequate	supply.	The	Corporation	has	
                                                             The	Corporation	holds	various	patents	and	licens-
experienced	no	significant	work	stoppages	to	date	
                                                             es	on	many	of 	its	products	and	processes	in	the	
as	a	result	of 	shortages	of 	materials.
                                                             Power	Tools	and	Accessories	segment.	Although	
The	 Corporation	 has	 certain	 long-term	 commit-           these	patents	and	licenses	are	important,	the	Cor-
ments	 for	 the	 purchase	 of 	 various	 component	          poration	is	not	materially	dependent	on	such	pat-
parts	 and	 raw	 materials	 and	 believes	 that	 it	 is	     ents	or	licenses	with	respect	to	its	operations.
unlikely	that	any	of 	these	agreements	would	be	
                                                             The	Corporation	holds	various	trademarks	that	are	
terminated	prematurely.	Alternate	sources	of 	sup-
                                                             e
                                                             	 mployed	 in	 its	 businesses	 and	 operates	 under	
ply	 at	 competitive	 prices	 are	 available	 for	 most	
                                                             v
                                                             	 arious	 trade	 names,	 some	 of 	 which	 are	 stated	
items	 for	 which	 long-term	 commitments	 exist.	
                                                             previously.	 The	 Corporation	 believes	 that	 these	
Because	the	Corporation	is	a	leading	producer	of 	
                                                             trademarks	and	trade	names	are	important	to	the	
power	tools	and	accessories,	in	a	limited	number	
                                                             m
                                                             	 arketing	and	distribution	of 	its	products.
of 	instances,	the	magnitude	of 	the	Corporation’s	
purchases	of 	certain	items	is	of 	such	significance	        A	 significant	 portion	 of 	 the	 Corporation’s	 sales	
that	 a	 change	 in	 the	 Corporation’s	 established	        in	 the	 Power	 Tools	 and	 Accessories	 segment	 is	
supply	relationship	may	cause	disruption	in	the	             derived	from	the	do-it-yourself 	and	home	modern-
marketplace	and/or	a	temporary	price	imbalance.	             ization	markets,	which	generally	are	not	seasonal	
While	the	Corporation	believes	that	the	termination	         in	nature.	However,	sales	of 	certain	consumer	and	
of 	any	of 	these	commitments	would	not	have	a	              industrial	power	tools	tend	to	be	higher	during	the	
material	adverse	effect	on	the	operating	results	of 	        period	immediately	preceding	the	Christmas	gift-
the	Power	Tools	and	Accessories	segment	over	the	            giving	season,	while	the	sales	of 	most	lawn	and	
long	term,	the	termination	of 	a	limited	number	of 	         garden	tools	are	at	their	peak	during	the	late	winter	
these	commitments	would	have	an	adverse	effect	              and	early	spring	period.	Most	of 	the	Corporation’s	
over	the	short	term.	In	this	regard,	the	Corporation	        other	product	lines	within	this	segment	generally	
defines	long	term	as	a	period	of 	time	in	excess	            are	not	seasonal	in	nature,	but	are	influenced	by	
of 	12	months	and	short	term	as	a	period	of 	time	           other	general	economic	trends.
under	12	months.
                                                             The	Corporation	is	one	of 	the	world’s	leaders	in	
Principal	manufacturing	and	assembly	facilities	of 	         the	 manufacturing	 and	 marketing	 of 	 portable	
the	power	tools,	lawn	and	garden	tools,	electric	            power	tools,	electric	lawn	and	garden	tools,	and	
c
	 leaning	and	lighting	products,	and	accessories	            accessories.	 Worldwide,	 the	 markets	 in	 which	
b
	 usinesses	 the	
              in	 United	States	 located	 Jackson,		
                                  are	      in	              the	 Corporation	 sells	 these	 products	 are	 highly	
Tennessee;	 Decatur,	 Arkansas;	 Shelbyville,	 Ken-          c
                                                             	 ompetitive	on	the	basis	of 	price,	quality,	and	af-
tucky;	 and	 Tampa,	 Florida.	 The	 principal	 distri-       ter-sale	service.	A	number	of 	competing	domestic	
bution	facilities	in	the	United	States,	other	than	          and	foreign	companies	are	strong,	well-established	
those	located	at	the	manufacturing	and	assembly	             manufacturers	 that	 compete	 on	 a	 global	 basis.	
f
	acilities	 listed	 above,	 are	 located	 in	 Fort	 Mill,	   Some	of 	these	companies	manufacture	products	
South	Carolina,	and	Rialto,	California.	                     that	are	competitive	with	a	number	of 	the	Corpo-
                                                             ration’s	product	lines.	Other	competitors	restrict	
Principal	 manufacturing	 and	 assembly	 facilities	
                                                             their	 operations	 to	 fewer	 categories,	 and	 some	
of 	the	power	tools,	lawn	and	garden	tools,	elec-
                                                             offer	only	a	narrow	range	of 	competitive	products.	
tric	 cleaning	 and	 lighting	 products,	 and	 acces-
                                                             C
                                                             	 ompetition	from	certain	of 	these	manufacturers	
sories	 businesses	 outside	 of 	 the	 United	 States	
                                                             has	been	intense	in	recent	years	and	is	expected	
are	 located	 in	 Suzhou,	 China;	 Usti	 nad	 Labem,	
                                                             to		 ontinue.	
                                                                c
Czech	 Republic;	 Buchlberg, 	 ermany;	 Perugia,	
                                  G
Italy;	 Spennymoor,	 England;	 Reynosa,	 Mexico;	
                                                             HARDWARE AND HOME IMPROvEMENT
and	Uberaba,	Brazil.	In	addition	to	the	principal	
facilities	 described	 above,	 the	 manufacture	 and	        The	Hardware	and	Home	Improvement	segment	
assembly	 of 	 products	 for	 the	 Power	 Tools	 and	        has	worldwide	responsibility	for	the	manufacture	
Accessories	 segment	 also	 occurs	 at	 the	 facility	       and	sale	of 	security	hardware	products	(except	for	
of 	 its	 50%-owned	 joint	 venture	 located	 in	 Shen	      the	sale	of 	security	hardware	in	Mexico,	Central	
Zhen,	 China.	 The	 principal	 distribution	 facilities	     America,	the	Caribbean,	and	South	America).	It	
o
	 utside	 of 	 the	 United	 States,	 other	 than	 those	     also	 has	 responsibility	 for	 the	 manufacture	 of 	
l
	ocated	at	the	manufacturing	facilities	listed	above,	       plumbing	products	and	for	the	sale	of 	plumbing	
consist	of 	a	central-European	distribution	center	          products	to	customers	in	the	United	States	and	
in	Tongeren,	Belgium,	and	facilities	in	Aarschot,	           Canada.	 Security	 hardware	 products	 consist	 of 	
Belgium;	 Northampton,	 England;	 Dubai,	 United	            residential	 and	 light	 commercial	 door	 locksets,	
Arab	Emirates;	and	Brockville,	Canada.	

                                                                                                                   3
                                                                                    BLACK & DECKER
e
	 lectronic	keyless	entry	systems,	exit	devices,	key-            sold	outside	of 	the	United	States	for	residential	
                                                                 use	generally	have	similar	warranty	arrangements.	
ing	systems,	tubular	and	mortise	door	locksets,	
                                                                 Such	arrangements	vary,	however,	depending	upon	
general	hardware,	decorative	hardware,	lamps,	and	
                                                                 local	market	conditions	and	laws	and	regulations.	
brass	ornaments.	General	hardware	includes	door	
                                                                 Most	of 	the	Corporation’s	plumbing	products	sold	
hinges,	 cabinet	 hinges,	 door	 stops,	 kick	 plates,	
                                                                 in	the	United	States	carry	a	lifetime	warranty	with	
and	house	numbers.	Decorative	hardware	includes	
                                                                 r
                                                                 	 espect	to	function	and	finish,	pursuant	to	which	
cabinet	 hardware,	 switchplates,	 door	 pulls,	 and	
                                                                 the	 consumer	 can	 return	 defective	 product	 in	
push	plates.	Plumbing	products	consist	of 	a	variety	
                                                                 exchange	for	a	replacement	product	or	repair	at	
of 	conventional	and	decorative	lavatory,	kitchen,	
                                                                 no	cost	to	the	consumer.
and	 tub	 and	 shower	 faucets,	 bath	 and	 kitchen	
a
	 ccessories,	and	replacement	parts.
                                                                 The	Corporation’s	product	offerings	in	the	Hard-
                                                                 ware	 and	 Home	 Improvement	 segment	 are	 sold	
Security	hardware	products	are	marketed	under	a		
                                                                 primarily	 to	 retailers,	 wholesalers,	 distributors,	
variety	of 	trademarks	and	trade	names,	including,	
                                                                 and	jobbers.	Certain	security	hardware	products	
w
	 ithout	limitation,	KWIKSET	SECURITY;	KWIKSET	
                                                                 are	sold	to	commercial,	institutional,	and	industrial	
M
	 AXIMUM	 SECURITY;	 KWIKSET	 ULTRAMAX;	
                                                                 customers.	Sales	to	two	of 	the	segment’s	custom-
SIGNATURES;	KWIKSET;	BEAUTY	OF	STRENGTH;	
                                                                 ers,	The	Home	Depot	and	Lowe’s	Home	Improve-
BLACK	 &	 DECKER;	 TYLO;	 POLO;	 AVALON;	
                                                                 ment	 Warehouse,	 accounted	 for	 greater	 than	
ASHFIELD;	 SMARTSCAN;	 SMARTKEY;	 SMART-
                                                                 10%	of 	the	Corporation’s	consolidated	sales	for	
CODE;	 VENETIAN	 BRONZE;	 POWERBOLT;	 KWIK		
                                                                 2006,	2005,	and	2004.	For	additional	information	
INSTALL;	GEO;	SAFE-LOCK	BY	BLACK	&	DECKER;		
                                                                 r
                                                                 	 egarding	 sales	 to	 The	 Home	 Depot	 and	 Lowe’s	
BALDWIN;	 THE	 ESTATE	 COLLECTION;	 THE		
                                                                 Home	 Improvement	 Warehouse,	 see	Note	 18	 of 	
IMAGES	 COLLECTION;	 ARCHETYPES;	 LIFETIME	
                                                                 Notes	 to	 Consolidated	 Financial	 Statements	 in-
F I N I S H ; 	 T I M E L E S S 	 C R A F T S M A N S H I P ;	
                                                                 cluded	in	Item	8	of 	Part	II	of 	this	report.
L
	 OGAN;	 SPRINGFIELD;	 HAMILTON;	 BLAKE-
LY;	 MANCHESTER;	 CANTERBURY;	 MADISON;	
                                                                 The	principal	materials	used	in	the	manufacturing	
STONEGATE;	 EDINBURGH;	 KENSINGTON;		
                                                                 of 	products	in	the	Hardware	and	Home	Improve-
BRISTOL;	TREMONT;	PEYTON;	PASADENA;	RICH-
                                                                 ment	 segment	 are	 zamak,	 brass,	 aluminum,	
LAND;	 WEISER;	 WEISER	 LOCK;	 COLLECTIONS		
                                                                 steel,	 and	 ceramics.	 The	 materials	 used	 in	 the	
BY	 WEISER	 LOCK;	 WELCOME	 HOME	 SERIES;		
                                                                 various	manufacturing	processes	are	purchased	
ELEMENTS	 SERIES;	 BASICS	 BY	 WEISER	 LOCK;	
                                                                 on	the	open	market,	and	the	majority	are	available	
B
	 RILLIANCE	 LIFETIME	 ANTI-TARNISH	 FINISH;	
                                                                 through	multiple	sources	and	are	in	adequate	sup-
POWERBOLT;	 POWERBOLT	 KEYLESS	 ACCESS	                          ply.	The	Corporation	has	experienced	no	significant	
S
	 YSTEM;	 WEISERBOLT;	 and	 ENTRYSETS.		                         work	stoppages	to	date	as	a	result	of 	shortages	
Plumbing	 products	 are	 marketed	 under	 the		                  of 	materials.	
trademarks	 and	 trade	 names	 PRICE	 PFISTER;	
                                                                 The	 Corporation	 has	 certain	 long-term	 com-
CLASSIC	 SERIES	 BY	 PRICE	 PFISTER;	 PRICE	
                                                                 mitments	 for	 the	 purchase	 of 	 various	 finished	
PFISTER	PROFESSIONAL	SERIES;	BACH;	SOLO;	
                                                                 goods,	 component	 parts,	 and	 raw	 materials	
CONTEMPRA;	 MARIELLE;	 CARMEL;	 PARISA;	
                                                                 and	believes	that	it	is	unlikely	that	any	of 	these	
S
	 AVANNAH;	CATALINA;	GEORGETOWN;	TREVISO;	
                                                                 agreements	 would	 be	 terminated	 prematurely.	
AVALON;	and	ASHFIELD.
                                                                 Alternate	sources	of 	supply	at	competitive	prices	
The	 composition	 of 	 the	 Corporation’s	 sales	 by	            are	available	for	most	items	for	which	long-term	
p
	 roduct	 groups	 for	 2006,	 2005,	 and	 2004	 is	              commitments	exist.	Because	the	Corporation	is	a	
included	 in	 Note	 18	 of 	 Notes	 to	 Consolidated	            leading	producer	of 	residential	security	hardware	
Financial	Statements	included	in	Item	8	of 	Part	II	             and	faucets,	in	a	limited	number	of 	instances,	the	
of 	this	report.	Within	each	product	group	shown,	               magnitude	of 	the	Corporation’s	purchases	of 	cer-
there	existed	no	individual	product	that	accounted	              tain	items	is	of 	such	significance	that	a	change	in	
for	greater	than	10%	of 	the	Corporation’s	consoli-              the	Corporation’s	established	supply	relationship	
dated	sales	for	2006,	2005,	or	2004.                             may	cause	disruption	in	the	marketplace	and/or	
                                                                 a	temporary	price	imbalance.	While	the	Corpora-
Most	 of 	 the	 Corporation’s	 security	 hardware	
                                                                 tion	believes	that	the	termination	of 	any	of 	these	
p
	 roducts	 sold	 in	 the	 United	 States	 carry	 a	 war-
                                                                 commitments	would	not	have	a	material	adverse	
ranty,	pursuant	to	which	the	consumer	can	return	
                                                                 effect	 on	 the	 operating	 results	 of 	 the	 Hardware	
defective	 product	 during	 the	 warranty	 term	 in	
                                                                 and	 Home	 Improvement	 segment	 over	 the	 long	
exchange	 for	 a	 replacement	 product	 at	 no	 cost	
                                                                 term,	the	termination	of 	a	limited	number	of 	these	
to	the	consumer.	Warranty	terms	vary	by	product	
                                                                 commitments	would	have	an	adverse	effect	over	
and	 carry	 a	 lifetime	 warranty	 with	 respect	 to		
                                                                 the	 short	 term.	 In	 this	 regard,	 the	 Corporation	
mechanical	operations	and	range	from	a	5-year	to	
                                                                 defines	long	term	as	a	period	of 	time	in	excess	
a	lifetime	warranty	with	respect	to	finish.	Products	


4                 BLACK & DECKER
of 	12	months	and	short	term	as	a	period	of 	time	           ture	products	that	are	competitive	with	a	number	
                                                             of 	the	Corporation’s	product	lines.	Other	competi-
under	12	months.
                                                             tors	restrict	their	operations	to	fewer	categories,	
From	 time	 to	 time,	 the	 Corporation	 enters	 into	
                                                             and	some	offer	only	a	narrow	range	of 	competi-
commodity	hedges	on	certain	raw	materials	used	
                                                             tive	products.	Competition	from	certain	of 	these	
in	the	manufacturing	process	to	reduce	the	risk	
                                                             manufacturers	has	been	intense	in	recent	years	
of 	market	price	fluctuations.	As	of 	December	31,	          and	is	expected	to	continue.	
2006,	the	amount	of 	commodity	hedges	outstand-
ing	was	not	material.                                        FASTENING AND ASSEMBLY SYSTEMS
Principal	manufacturing	and	assembly	facilities	of 	         The	Corporation’s	Fastening	and	Assembly	Systems	
the	Hardware	and	Home	Improvement	segment	in	                segment	has	worldwide	responsibility	for	the	de-
                                                             	
                                                             	

the	United	States	are	located	in	Denison,	Texas;	            velopment,	manufacture	and	sale	of 	an	extensive	
and	Reading,	Pennsylvania.                                   line	of 	metal	and	plastic	fasteners	and	engineered	
                                                             fastening	 systems	 for	 commercial	 applications,	
Principal	 manufacturing	 and	 assembly	 facilities	
                                                             including	 blind	 riveting,	 stud	 welding,	 specialty	
of 	 the	 Hardware	 and	 Home	 Improvement	 seg-
                                                             screws,	 prevailing	 torque	 nuts	 and	 assemblies,	
ment	outside	of 	the	United	States	are	located	in	
                                                             insert	systems,	metal	and	plastic	fasteners,	and	
Mexicali	and	Nogales,	Mexico.	The	principal	dis-
                                                             self-piercing	riveting	systems.	The	fastening	and	
tribution	facilities	in	the	United	States,	other	than	
                                                             assembly	systems	products	are	marketed	under	a	
those	located	at	the	manufacturing	and	assembly	
                                                             variety	of 	trademarks	and	trade	names,	including,	
facilities	listed	above,	are	located	in	Mira	Loma,	
                                                             without	 limitation,	 EMHART	 TEKNOLOGIES;		
C
	 alifornia;	and	Charlotte,	North	Carolina.
                                                             EMHART	 FASTENING	 TEKNOLOGIES;	 EMHART;	
For	additional	information	with	respect	to	these	            AUTOSET;	DODGE;	DRIL-KWICK;	F-SERIES;	GRIPCO;	
and	 other	 properties	 owned	 or	 leased	 by	 the	          GRIPCO	 ASSEMBLIES;	 HELI-COIL;	 JACK	 NUT;		
C
	 orporation,	see	Item	2,	“Properties.”                      KALEI;	 MASTERFIX;	 NPR;	 NUT-FAST;	 PARKER-
                                                             KALON;	 PLASTIFAST;	 PLASTI-KWICK;	 POINT	 &	
The	 Corporation	 holds	 various	 patents	 and	
                                                             SET;	POP;	POP-LOK;	POPMATIC;	POPNUT;	POP-
l
	icenses	on	many	of 	its	products	and	processes	
                                                             SERT;	 POWERLINK;	 PROSET;	 SMARTSET;	 SWS;		
in	 the	 Hardware	 and	 Home	 Improvement	 seg-
                                                             TUCKER;	 ULTRA-GRIP;	 ULTRASERT;	 WARREN;	
ment.	 Although	 these	 patents	 and	 licenses	 are	
                                                             WELDFAST;	 and	 WELL-NUT.	 The	 Fastening	 and	
important,	 the	 Corporation	 is	 not	 materially	
                                                             A
                                                             	 ssembly	 Systems	 segment	 provides	 platform-
d
	 ependent	on	such	patents	or	licenses	with	respect	
                                                             m
                                                             	 anagement	and	engineering	services	in	addition	
to	its	operations.
                                                             to	 the	 manufacture	 and	 sale	 of 	 the	 products	
The	 Corporation	 holds	 various	 trademarks	 that	          p
                                                             	 reviously	described.	
are	 employed	 in	 its	 businesses	 and	 operates	
                                                             The	 composition	 of 	 the	 Corporation’s	 sales	 by	
under	 various	 trade	 names,	 some	 of 	 which	 are	
                                                             p
                                                             	 roduct	 groups	 for	 2006,	 2005,	 and	 2004	 is	
stated	 above.	 The	 Corporation	 believes	 that	 these	
                                                             included	 in	 Note	 18	 of 	 Notes	 to	 Consolidated	
trademarks	and	trade	names	are	important	to	the	
                                                             Financial	Statements	included	in	Item	8	of 	Part	II	
m
	 arketing	and	distribution	of 	its	products.
                                                             of 	this	report.	Within	each	product	group	shown,	
A	 significant	 portion	 of 	 the	 Corporation’s	 sales	     there	existed	no	individual	product	that	accounted	
in	 the	 Hardware	 and	 Home	 Improvement	 seg-              for	greater	than	10%	of 	the	Corporation’s	consoli-
ment	is	derived	from	the	do-it-yourself 	and	home	           dated	sales	for	2006,	2005,	or	2004.
modernization	 markets,	 which	 generally	 are	 not	
                                                             The	principal	markets	for	these	products	include	
seasonal	in	nature,	but	are	influenced	by	trends	
                                                             the	automotive,	transportation,	electronics,	aero-
in	 the	 residential	 and	 commercial	 construction	
                                                             space,	 machine	 tool,	 and	 appliance	 industries.	
m
	 arkets	and	other	general	economic	trends.	
                                                             S
                                                             	 ubstantial	sales	are	made	to	automotive	manu-
The	 Corporation	 is	 one	 of 	 the	 world’s	 leading	       facturers	worldwide.	
p
	 roducers	 of 	 residential	 security	 hardware	 and	
                                                             Products	are	marketed	directly	to	customers	and	
is	 one	 of 	 the	 leading	 producers	 of 	 faucets	 in	
                                                             also	 through	 distributors	 and	 representatives.	
North	America.	Worldwide,	the	markets	in	which	
                                                             These	 products	 face	 competition	 from	 many	
the	 Corporation	 sells	 these	 products	 are	 highly	
                                                             manufacturers	 in	 several	 countries.	 Product	
c
	 ompetitive	 on	 the	 basis	 of 	 price,	 quality,	 and		
                                                             q
                                                             	 uality,	 performance,	 reliability,	 price,	 delivery,	
after-sale	 service.	 A	 number	 of 	 competing		
                                                             and	technical	and	application	engineering	services	
domestic	and	foreign	companies	are	strong,	well-	
                                                             are	the	primary	competitive	factors.	There	is	little	
established	 manufacturers	 that	 compete	 on	 a	
                                                             seasonal	variation	in	sales.
g
	 lobal	basis.	Some	of 	these	companies	manufac-



                                                                                                                    5
                                                                                    BLACK & DECKER
The	Corporation	owns	a	number	of 	United	States	           As	 of 	 December	 31,	 2006,	 the	 Corporation	
                                                           e
                                                           	 mployed	 approximately	 25,500	 persons	 in its	
and	 foreign	 patents,	 trademarks,	 and	 license	
                                                           operations	worldwide.	Approximately	500	employ-
rights	 relating	 to	 the	 fastening	 and	 assembly	
                                                           ees	in	the	United	States	are	covered	by	collective	
s
	 ystems	business.	While	the	Corporation	considers	
                                                           bargaining	agreements.	During	2006,	no	collective	
those	patents,	trademarks,	and	license	rights	to	
                                                           bargaining	 agreements	 were	 negotiated.	 One	
be	valuable,	it	is	not	materially	dependent	upon	
                                                           agreement	 is	 scheduled	 for	 negotiation	 during	
such	 patents	 or	 license	 rights	 with	 respect	 to	
                                                           2007.	 Also,	 the	 Corporation	 has	 government-
its	operations.	
                                                           m
                                                           	 andated	collective	bargaining	arrangements	or	
Principal	manufacturing	facilities	of 	the	Fastening	      union	contracts	with	employees	in	other	countries.	
and	 Assembly	 Systems	 segment	 in	 the	 United	          The	 Corporation’s	 operations	 have	 not	 been	
States	are	located	in	Danbury,	Connecticut;	Mont-          a
                                                           	 ffected	significantly	by	work	stoppages	and,	in	
pelier,	 Indiana;	 Campbellsville	 and	 Hopkinsville,	     the	opinion	of 	management,	employee	relations	
Kentucky;	 and	 Chesterfield,	 Michigan.	 Principal	       are	 good.	 As	 more	 fully	 described	 under	 the	
manufacturing	 and	 assembly	 facilities	 outside	         caption	 “Restructuring	 and	 Integration	 Actions”	
of 	the	United	States	are	located	in	Birmingham,	          in	 Management’s	 Discussion	 and	 Analysis	 of 	
England;	Giessen,	Germany;	and	Toyohashi,	Japan.	          Financial	 Condition	 and	 Results	 of 	 Operations,	
For	additional	information	with	respect	to	these	          the	Corporation	is	committed	to	continuous	pro-
and	 other	 properties	 owned	 or	 leased	 by	 the	        ductivity	improvement	and	continues	to	evaluate	
C
	 orporation,	see	Item	2,	“Properties.”                    opportunities	 to	 reduce	 fixed	 costs,	 simplify	 or	
                                                           improve	processes,	and	eliminate	excess	capac-
The	raw	materials	used	in	the	fastening	and	as-
                                                           ity.	 As	 a	 consequence,	 the	 Corporation	 may,	
sembly	 systems	 business	 consist	 primarily	 of 	
                                                           from	time	to	time,	transfer	production	from	one	
ferrous	and	nonferrous	metals	in	the	form	of 	wire,	
                                                           manufacturing	facility	to	another,	outsource	cer-
bar	 stock,	 and	 strip	 and	 sheet	 metals;	 plastics;	
                                                           tain	 production,	 or	 close	 certain	 manufacturing	
and	rubber.	These	materials	are	readily	available	
                                                           facilities.	Such	production	transfers,	outsourcing,		
from	a	number	of 	suppliers.	
                                                           and/or	 facility	 closures	 may	 result	 in	 a	 dete-
                                                           rioration	 of 	 employee	 relations	 at	 the	 impacted	
OTHER INFORMATION
                                                           l
                                                           	ocations	or	elsewhere	in	the	Corporation.
The	Corporation’s	product	development	program	
                                                           The	Corporation’s	operations	are	subject	to	foreign,	
for	the	Power	Tools	and	Accessories	segment	is	
                                                           f
                                                           	ederal,	state,	and	local	environmental	laws	and	
coordinated	from	the	Corporation’s	headquarters	
                                                           r
                                                           	 egulations.	Many	foreign,	federal,	state,	and	local	
in	Towson,	 Maryland.	 Additionally,	 product	
                                                           g
                                                           	 overnments	also	have	enacted	laws	and	regula-
d
	 evelopment	activities	are	performed	at	facilities	
                                                           tions	 that	 govern	 the	 labeling	 and	 packaging	 of 	
within	the	United	States	in	Fort	Lauderdale,	Florida,	
                                                           products	and	limit	the	sale	of 	products	containing	
H
	 ampstead,	Maryland,	and	Jackson,	Tennessee,	and	
                                                           certain	materials	deemed	to	be	environmentally	
at	facilities	in	Maltby	and	Spennymoor,	England;		
                                                           s
                                                           	 ensitive.	 These	 laws	 and	 regulations	 not	 only	
Brockville,	Canada;	Perugia,	Italy;	Suzhou,	China;	
                                                           limit	 the	 acceptable	 methods	 for	 the	 discharge	
Buchlberg	 and	 Idstein,	 Germany;	 Mooroolbark,	
                                                           of 	 pollutants	 and	 the	 disposal	 of 	 products	 and	
A
	 ustralia;	Uberaba,	Brazil;	and	Reynosa,	Mexico.	
                                                           components	that	contain	certain	substances,	but	
Product	development	activities	for	the	Hardware	           also	require	that	products	be	designed	in	a	man-
and	Home	Improvement	segment	are	performed	                ner	 to	 permit	 easy	 recycling	 or	 proper	 disposal	
at	facilities	in	Lake	Forest,	California,	and	Reading,	    of 	environmentally	sensitive	components	such	as	
Pennsylvania.	                                             nickel	cadmium	batteries.	The	Corporation	seeks	
                                                           to	comply	fully	with	these	laws	and	regulations.	
Product	development	activities	for	the	Fastening	
                                                           Although	 compliance	 involves	 continuing	 costs,	
and	 Assembly	 Systems	 segment	 are	 performed	
                                                           the	 ongoing	 costs	 of 	 compliance	 with	 existing	
at	facilities	within	the	United	States	in	Danbury	
                                                           e
                                                           	 nvironmental	laws	and	regulations	have	not	had,	
and	 Shelton,	 Connecticut;	 Montpelier,	 Indiana;	
                                                           nor	are	they	expected	to	have,	a	material	adverse	
Campbellsville,	 Kentucky;	 Chesterfield	 and	
                                                           effect	upon	the	Corporation’s	capital	expenditures	
F
	 armington	 Hills,	 Michigan;	 and	 at	 facilities	 in	
                                                           or	financial	position.
Birmingham,	 England;	 Maastricht,	 Netherlands;	
Giessen,	Germany;	and	Toyohashi,	Japan.                    Pursuant	to	authority	granted	under	the	Compre-
                                                           hensive	Environmental	Response,	Compensation	
Costs	associated	with	development	of 	new	prod-
                                                           and	 Liability	 Act	 of 	 1980	 (CERCLA),	 the	 United	
ucts	and	changes	to	existing	products	are	charged	
                                                           States	Environmental	Protection	Agency	(EPA)	has	
to	 operations	 as	 incurred.	 See	 Note	1	 of 	 Notes	
                                                           issued	 a	 National	 Priority	 List	 (NPL)	 of 	 sites	 at	
to	 Consolidated	 Financial	 Statements	 included	
                                                           which	action	is	to	be	taken	to	mitigate	the	risk	of 	
in	Item	8	of 	Part	II	of 	this	report	for	amounts	of 	
                                                           r
                                                           	 elease	of 	hazardous	substances	into	the	environ-
expenditures	for	product	development	activities.


6                BLACK & DECKER
ment.	The	Corporation	is	engaged	in	continuing	               particular	 fiscal	 quarter	 or	 year,	 in	 the	 opinion	
activities	with	regard	to	various	sites	on	the	NPL	           of 	management	there	exists	no	known	potential	
and	 other	 sites	 covered	 under	 analogous	 state	          exposures	that	would	have	a	material	adverse	ef-
environmental	 laws.	 As	 of 	 December	 31,	 2006,	          fect	on	the	financial	condition	or	on	the	financial	
the	Corporation	had	been	identified	as	a	poten-               results	of 	the	Corporation	beyond	any	such	fiscal	
tially	responsible	party	(PRP)	in	connection	with	            quarter	or	year.
a
	 pproximately	25	sites	being	investigated	by	fed-
eral	or	state	agencies	under	CERCLA	or	analogous	             (d) Financial Information
state	environmental	laws.	The	Corporation	also	is	
                                                                  About Geographic Areas
engaged	in	site	investigations	and	remedial	activi-
ties	to	address	environmental	contamination	from	             Reference	 is	 made	 to	 Note	 18	 of 	 Notes	 to	
past	operations	at	current	and	former	manufactur-             C
                                                              	 onsolidated	Financial	Statements,	entitled	“Busi-
ing	facilities	in	the	United	States	and	abroad.               ness	 Segments	 and	 Geographic	 Information”,	
                                                              included	in	Item	8	of 	Part	II	of 	this	report.
To	 minimize	 the	 Corporation’s	 potential	 liability	
with	respect	to	these	sites,	management	has	under-
                                                              (e) Available Information
taken,	 when	 appropriate,	 active	 participation	 in	
steering	committees	established	at	the	sites	and	
                                                              The	Corporation	files	annual,	quarterly,	and	cur-
has	agreed	to	remediation	through	consent	orders	
                                                              rent	reports,	proxy	statements,	and	other	docu-
with	the	appropriate	government	agencies.	Due	to	
                                                              ments	with	the	Securities	and	Exchange	Commis-
uncertainty	as	to	the	Corporation’s	involvement	in	
                                                              sion	(SEC)	under	the	Securities	Exchange	Act	of 	
some	of 	the	sites,	uncertainty	over	the	remedial	
                                                              1934	 (the	 Exchange	 Act).	 The	 public	 may	 read	
m
	 easures	 to	 be	 adopted,	 and	 the	 fact	 that	
                                                              and	copy	any	materials	that	the	Corporation	files	
i
	mposition	 of 	 joint	 and	 several	 liability	 with	 the	
                                                              with	the	SEC	at	the	SEC’s	Public	Reference	Room	
right	 of 	 contribution	 is	 possible	 under	 CERCLA	
                                                              at	100	F	Street,	NE,	Washington,	DC	20549.	The	
and	 other	 laws	 and	 regulations,	 the	 liability	 of 	
                                                              public	 may	 obtain	 information	 on	 the	 operation	
the	Corporation	with	respect	to	any	site	at	which	
                                                              of 	the	Public	Reference	Room	by	calling	the	SEC	
remedial	measures	have	not	been	completed	can-
                                                              at	1-800-SEC-0330.	Also,	the	SEC	maintains	an	
not	be	established	with	certainty.	On	the	basis	of 	
                                                              Internet	website	that	contains	reports,	proxy	and	
periodic	reviews	conducted	with	respect	to	these	
                                                              i
                                                              	nformation	 statements,	 and	 other	 information	
sites,	 however,	 the	 Corporation	 has	 established	
                                                              r
                                                              	 egarding	issuers,	including	the	Corporation,	that	
appropriate	 liability	 accruals.	 The	 Corporation’s	
                                                              file	 electronically	 with	 the	 SEC.	 The	 public	 can	
estimate	of 	the	costs	associated	with	environmen-
                                                              o
                                                              	 btain	any	documents	that	the	Corporation	files	
tal	exposures	is	accrued	if,	in	management’s	judg-
                                                              with	the	SEC	at	http://www.sec.gov.
ment,	the	likelihood	of 	a	loss	is	probable	and	the	
amount	of 	the	loss	can	be	reasonably	estimated.	             The	Corporation	also	makes	available	free	of 	charge	on	
                                                              or	through	its	Internet	website	(http://www.bdk.com)		
As	 of 	 December	 31,	 2006,	 the	 Corporation’s	
                                                              the	 Corporation’s	 Annual	 Report	 on	 Form	 10-K,	
a
	 ggregate	 probable	 exposure	 with	 respect	 to	
                                                              Q
                                                              	 uarterly	Reports	on	Form	10-Q,	Current	Reports	
environmental	liabilities,	for	which	accruals	have	
                                                              on	 Form	 8-K,	 and,	 if 	 applicable,	 amendments	
been	 established	 in	 the	 consolidated	 financial	
                                                              to	 those	 reports	 filed	 or	 furnished	 pursuant	 to	
statements,	was	$76.4	million.	In	the	opinion	of 	
                                                              Section	 13(a)	 of 	 the	 Exchange	 Act	 as	 soon	 as	
management,	 the	 amount	 accrued	 for	 probable	
                                                              r
                                                              	 easonably	 practicable	 after	 the	 Corporation	
exposure	for	aggregate	environmental	liabilities	is	
                                                              e
                                                              	 lectronically	files	such	material	with,	or	furnishes	
adequate	and,	accordingly,	the	ultimate	resolution	
                                                              it	to,	the	SEC.
of 	these	matters	is	not	expected	to	have	a	material	
adverse	effect	on	the	Corporation’s	consolidated	
                                                              Black	 &	 Decker’s	 Corporate	 Governance	 Poli-
financial	statements.	As	of 	December	31,	2006,	              cies	and	Procedures	Statement	is	available	free		
the	Corporation	had	no	known	probable	but	inesti-             of 	 charge	 on	 or	 through	 its	 Internet	 website	
mable	exposures	relating	to	environmental	matters	            (http://www.bdk.com)	or	in	print	by	calling	(800)	
that	are	expected	to	have	a	material	adverse	effect	          992-3042	 or	 (410)	 716-2914.	 The	 Statement	
on	the	Corporation.	There	can	be	no	assurance,	               contains	charters	of 	the	standing	committees	of 	
however,	that	unanticipated	events	will	not	require	          the	 Board	 of 	 Directors,	 the	 Code	 of 	 Ethics	 and	
the	 Corporation	 to	 increase	 the	 amount	 it	 has	         Standards	of 	Conduct,	and	the	Code	of 	Ethics	for	
accrued	for	any	environmental	matter	or	accrue	               Senior	Financial	Officers.
for	 an	 environmental	 matter	 that	 has	 not	 been	
                                                              In	April	2006,	the	Corporation	submitted	to	the	
p
	 reviously	accrued	because	it	was	not	considered	
                                                              New	 York	 Stock	 Exchange	 the	 CEO	 certification	
probable.	While	it	is	possible	that	the	increase	or	
                                                              r
                                                              	 equired	by	Section	303A.12(a)	of 	the	New	York	
establishment	of 	an	accrual	could	have	a	mate-
                                                              Stock	Exchange	Listed	Company	Manual.	
rial	adverse	effect	on	the	financial	results	for	any	


                                                                                                                     7
                                                                                     BLACK & DECKER
(f) Executive Officers and                                  • LES H. IRELAND – 42
    Other Senior Officers                                     Vice	President	of 	the	Corporation	and	
                                                              President	–	Europe/Middle	East/Africa,
    of the Corporation
                                                              Power	Tools	and	Accessories,
The	current	Executive	Officers	and	Other	Senior	
                                                              January	2005	–	present;
O
	 fficers	 of 	 the	 Corporation,	 their	 ages,	 current	
                                                              Vice	President	of 	the	Corporation	and	
offices	or	positions,	and	their	business	experience	
                                                              Managing	Director	–	Commercial	Operations,	
during	the	past	five	years	are	set	forth	below.
                                                              Europe,	Black	&	Decker	Consumer	Group,
• NOLAN D. ARCHIBALD – 63                                     Power	Tools	and	Accessories	Group,
                                                              November	2001	–	January	2005.
  Chairman,	President,	and	
  Chief 	Executive	Officer,	
                                                            • THOMAS D. KOOS – 43
  January	1990	–	present.
                                                              Group	Vice	President	of 	the	Corporation	and	
                                                              President	–	Consumer	Products	Group,	
• BRUCE W. BROOKS – 42
                                                              Power	Tools	and	Accessories,
  Vice	President	of 	the	Corporation	and	President	–	
                                                              March	2004	–	present;
  Construction	Tools,	Industrial	Products	Group,
  Power	Tools	and	Accessories,	                               Vice	President	of 	the	Corporation	and	President	–	
  May	2005	–	present;                                         Black	&	Decker	Consumer	Products,
                                                              Power	Tools	and	Accessories	Group,
    Vice	President	and	General	Manager	–	
                                                              January	2001	–	March	2004.
    Construction	Tools,	Industrial	Products	Group,
    Power	Tools	and	Accessories,
                                                            • MICHAEL D. MANGAN – 50
    October	2004	–	May	2005;
                                                              Senior	Vice	President	and	Chief 	Financial	Officer,
    Vice	President	Marketing	–	DeWALT	Professional
                                                              January	2000	–	present.
    Products,	Power	Tools	and	Accessories	Group,
    July	2003	–	October	2004;                               • PAUL F. McBRIDE – 51
                                                              Senior	Vice	President	–	Human	Resources	
    Vice	President	Marketing	–	
                                                              and	Corporate	Initiatives,	
    Black	&	Decker	Consumer	Products,	
                                                              March	2004	–	present;
    Power	Tools	and	Accessories	Group,
    July	2000	–	July	2003.                                    Executive	Vice	President	of 	the	Corporation
                                                              and	President	–	Power	Tools	and	
• jAMES T. CAUDILL – 39                                       Accessories	Group,
	 Group	Vice	President	of 	the	Corporation	and	               April	1999	–	March	2004.
  President	–	Hardware	and	Home	Improvement,	
  July	2006	–	present;                                      • CHRISTINA M. McMULLEN – 51
                                                              Vice	President	and	Controller,
    Vice	President	of 	the	Corporation	and	President	–	
                                                              April	2000	–	present.
    Hardware	and	Home	Improvement,	
    May	2005	–	July	2006;
                                                            • jAMES R. RASKIN – 46
    Vice	President	and	General	Manager	–	                     Vice	President	of 	the	Corporation	and	
    Accessories,	Industrial	Products	Group,	                  Vice	President	–	Business	Development,	
    Power	Tools	and	Accessories	Group,                        July	2006	–	present;
    October	2004	–	May	2005;
                                                              Vice	President	–	Business	Development,	
    Vice	President	–	Accessories,	                            May	2002	–	July	2006;
    DeWALT	Professional	Products,	                            Vice	President	–	Marketing,	
    Power	Tools	and	Accessories	Group,                        Consumer	Products	Group,
    November	2001	–	October	2004.                             September	2001	–	May	2002.
• CHARLES E. FENTON – 58                                    • STEPHEN F. REEvES – 47
  Senior	Vice	President	and	General	Counsel,                  Vice	President	of 	the	Corporation	and	
  December	1996	–	present.                                    Vice	President	–	Global	Finance,	
                                                              Power	Tools	and	Accessories,
                                                              March	2004	–	present;
                                                              Vice	President	of 	the	Corporation	and	
                                                              Vice	President	–	Finance,	Power	Tools	
                                                              and	Accessories	Group,
                                                              April	2000	–	March	2004.

8                BLACK & DECKER
• MARK M. ROTHLEITNER – 48                                • MICHAEL A. TYLL – 50
  Vice	President	–	Investor	Relations	and	Treasurer,        Group	Vice	President	of 	the	Corporation	and
  January	2000	–	present.                                   President	–	Fastening	and	Assembly	Systems,	
                                                            April	2006	–	present;
• ROBERT I. ROWAN – 46                                      President	–	Automotive	Division,	
  Vice	President	of 	the	Corporation	and	President	–        Fastening	and	Assembly	Systems,
  Power	Tools	and	Accessories,	Consumer	                    January	2001	–	April	2006.
  Products	Group,	Power	Tools	and	Accessories,
  February	2006	–	present;
                                                          (g) Forward-Looking Statements
  Vice	President	and	General	Manager,	
                                                          The	 Private	 Securities	 Litigation	 Reform	 Act	 of 	
  Consumer	Power	Tools	and	Accessories,
                                                          1995	 (the	 Reform	 Act)	 provides	 a	 safe	 harbor	
  Power	Tools	and	Accessories,
                                                          for	 forward-looking	 statements	 made	 by	 or	 on	
  July	2003	–	February	2006;
                                                          b
                                                          	 ehalf 	of 	the	Corporation.	The	Corporation	and	its	
  Vice	President	–	Outdoor	Products,	                     r
                                                          	 epresentatives	may,	from	time	to	time,	make	written	
  Consumer	Products	Group,	Power	Tools	                   or	 verbal	 forward-looking	 statements,	 including	
  and	Accessories	Group,                                  statements	contained	in	the	Corporation’s	filings	
  September	2001	–	July	2003.                             with	 the	 Securities	 and	 Exchange	 Commission	
                                                          and	in	its	reports	to	stockholders.	Generally,	the	
• EDWARD j. SCANLON – 52                                  inclusion	of 	the	words	“believe,”	“expect,”	“intend,”	
  Vice	President	of 	the	Corporation	and	                 “estimate,”	“anticipate,”	“will,”	and	similar	expres-
  President	–	Commercial	Operations,	North	and            sions	identify	statements	that	constitute	“forward-
  South	America,	Power	Tools	and	Accessories,             l
                                                          	ooking	statements”	within	the	meaning	of 	Section	
                                                          27A	 of 	 the	 Securities	 Act	 of 	 1933	 and	 Section	
  March	2004	–	present;
                                                          21E	of 	the	Securities	Exchange	Act	of 	1934	and	
  Vice	President	of 	the	Corporation	and	
                                                          that	are	intended	to	come	within	the	safe	harbor	
  President	–	Commercial	Operations,	
                                                          protection	provided	by	those	sections.	All	state-
  North	America,	Power	Tools	and	
                                                          ments	addressing	operating	performance,	events,	
  Accessories	Group,
                                                          or	developments	that	the	Corporation	expects	or	
  May	1999	–	March	2004.                                  anticipates	will	occur	in	the	future,	including	state-
                                                          ments	relating	to	sales	growth,	earnings	or	earnings	
• jOHN W. SCHIECH – 48                                    per	 share	 growth,	 and	 market	 share,	 as	 well	 as	
  Group	Vice	President	of 	the	Corporation	               statements	 expressing	 optimism	 or	 pessimism	
  and	President	–	Industrial	Products	Group,	             about	future	operating	results,	are	forward-looking	
  Power	Tools	and	Accessories,	                           statements	within	the	meaning	of 	the	Reform	Act.	
  March	2004	–	present;                                   The	 forward-looking	 statements	 are	 and	 will	 be	
                                                          based	upon	management’s	then-current	views	and	
    Vice	President	of 	the	Corporation	and	President	–	
                                                          a
                                                          	 ssumptions	regarding	future	events	and	operat-
    DeWALT	Professional	Products,	Power	Tools	
                                                          ing	 performance,	 and	 are	 applicable	 only	 as	 of 	
    and	Accessories	Group,
                                                          the	 dates	 of 	 such	 statements.	 The	 Corporation	
    January	2001	–	March	2004.
                                                          undertakes	no	obligation	to	update	or	revise	any	
                                                          f
                                                          	orward-looking	statements,	whether	as	a	result	of 	
• NATALIE A. SHIELDS – 50                                 new	information,	future	events,	or	otherwise.
  Vice	President	and	Corporate	Secretary,
                                                          By	 their	 nature,	 all	 forward-looking	 statements	
  April	2006	–	present;
                                                          i
                                                          	nvolve	risks	and	uncertainties,	including	without	
    International	Tax	and	Trade	Counsel,                  limitations	the	risks	described	under	the	caption	
    June	1993	–	April	2006.                               “Risk	 Factors”	 that	 could	 materially	 harm	 the	
                                                          Corporation’s	 business,	 financial	 condition,	 and	
• BEN S. SIHOTA – 48                                      results	 of 	 operations.	 You	 are	 cautioned	 not	 to	
  Vice	President	of 	the	Corporation	and	President	–	     place	undue	reliance	on	the	Corporation’s	forward-
  Asia	Pacific,	Power	Tools	and	Accessories,              looking	statements.
  February	2006	–	present;
  President	–	Asia,	Power	Tools	and	Accessories,
  September	2000	–	February	2006.




                                                                                                                9
                                                                                 BLACK & DECKER
ITEM 1A. RISK FACTORS                                        i
                                                             	ncreases	in	the	costs	of 	purchased	raw	materials,	
                                                             component	parts	or	finished	goods	could	result	in	
Many	of 	the	factors	that	affect	our	business	and	           manufacturing	interruptions,	delays,	inefficiencies	
o
	 perations	involve	risk	and	uncertainty.	The	factors	       or	our	inability	to	market	products.	In	addition,	
described	below	are	some	of 	the	risks	that	could	
                                                             our	 profit	 margins	 would	 decrease	 if 	 prices	 of 	
m
	 aterially	harm	our	business,	financial	condition,	
                                                             purchased	 raw	 materials,	 component	 parts,	 or	
and	results	of 	operations.
                                                             finished	goods	increase	and	we	are	unable	to	pass	
• Our business depends on the strength of the                on	those	increases	to	our	customers.
economies in various parts of the world, par-
                                                             • We face significant global competition. The	
ticularly in the United States and Europe. We	
                                                             markets	 in	 which	 we	 sell	 products	 are	 highly	
conduct	 business	 in	 various	 parts	 of 	 the	 world,	     competitive	 on	 the	 basis	 of 	 price,	 quality,	 and	
primarily	 in	 the	 United	 States	 and	 Europe	 and,	       after-sale	 service.	 A	 number	 of 	 competing	 do-
to	 a	 lesser	 extent,	 in	 Mexico,	 Central	 America,	      mestic	 and	 foreign	 companies	 are	 strong,	 well-
the	Caribbean,	South	America,	Canada,	Asia	and	              established	manufacturers	that	compete	globally	
Australia.	As	a	result	of 	this	worldwide	exposure,	         with	us.	Some	of 	our	major	customers	sell	their	
our	net	revenue	and	profitability	could	be	harmed	           own	“private	label”	brands	that	compete	directly	
as	a	result	of 	economic	conditions	in	our	major	            with	our	products.	Price	reductions	taken	by	us	in	
markets,	including,	but	not	limited	to,	recession,	          response	to	customer	and	competitive	pressures,	
inflation	and	deflation,	general	weakness	in	retail,	        as	well	as	price	reductions	and	promotional	ac-
automotive	and	construction	markets,	and	changes	            tions	taken	to	drive	demand	that	may	not	result	
in	consumer	purchasing	power.                                in	anticipated	sales	levels,	could	also	negatively	
                                                             impact	our	business.	Competition	has	been	intense	
• Changes in customer preferences, the inability
                                                             in	recent	years	and	is	expected	to	continue.	If 	we	
to maintain mutually beneficial relationships with
                                                             are	unable	to	maintain	a	competitive	advantage,	
large customers, and the inability to penetrate
                                                             loss	of 	market	share,	revenue,	or	profitability	may	
new channels of distribution could adversely
                                                             result.	
affect our business. We	have	a	number	of 	major	
                                                             • Low demand for new products and the inability
customers,	including	two	large	customers	that,	in	
                                                             to develop and introduce new products at favorable
the	aggregate,	constituted	approximately	33%	of 	
                                                             margins could adversely impact our performance
our	consolidated	sales	in	2006.	The	loss	of 	either	of 	
                                                             and prospects for future growth. Our	competitive	
these	large	customers,	a	material	negative	change	
                                                             advantage	is	due	in	part	to	our	ability	to	develop	
in	our	relationship	with	these	large	customers	or	
                                                             and	introduce	new	products	in	a	timely	manner	
other	major	customers,	or	changes	in	consumer	
                                                             at	favorable	margins.	The	uncertainties	associated	
preferences	 or	 loyalties	 could	 have	 an	 adverse	
                                                             with	 developing	 and	 introducing	 new	 products,	
effect	on	our	business.	Our	major	customers	are	
                                                             such	 as	 market	 demand	 and	 costs	 of 	 develop-
volume	purchasers,	a	few	of 	which	are	much	larger	
                                                             ment	and	production,	may	impede	the	successful	
than	 us	 and	 have	 strong	 bargaining	 power	 with	
                                                             development	 and	 introduction	 of 	 new	 products	
suppliers.	 This	 limits	 our	 ability	 to	 recover	 cost	
                                                             on	a	consistent	basis.	Market	acceptance	of 	the	
increases	through	higher	selling	prices.	Changes	
                                                             new	products	introduced	in	2006	and	scheduled	
in	purchasing	patterns	by	major	customers	could	             for	 introduction	 in	 2007	 may	 not	 meet	 sales	
negatively	 impact	 manufacturing	 volumes	 and	             expectations	due	to	various	factors,	such	as	our	
inventory	levels.	Further,	our	inability	to	continue	        failure	to	accurately	predict	market	demand	and	
to	 penetrate	 new	 channels	 of 	 distribution	 may	        evolving	industry	standards,	to	resolve	technical	
have	a	negative	impact	on	our	future	results.                challenges	in	a	timely	and	cost-effective	manner,	
                                                             and	 to	 achieve	 manufacturing	 efficiencies.	 Our	
• The inability to obtain raw materials, compo-
                                                             investments	in	productive	capacity	and	commit-
nent parts, and/or finished goods in a timely
                                                             ments	to	fund	advertising	and	product	promotions	
and cost-effective manner from suppliers would
                                                             in	connection	with	these	new	products	could	be	
adversely affect our ability to manufacture and
                                                             excessive	if 	those	expectations	are	not	met.
market our products. We	purchase	raw	materials	
and	component	parts	from	suppliers	to	be	used	               • Price increases could impact the demand for
in	the	manufacturing	of 	our	products.	In	addition,	         our products from customers and end-users. We	
we	purchase	certain	finished	goods	from	suppli-              have	recently	increased	the	prices	of 	our	products	
                                                             for	our	U.S.	power	tools	and	accessories	business	
ers.	 In	 a	 limited	 number	 of 	 circumstances,	 the	
                                                             and	hardware	and	home	improvement	business.	
magnitude	of 	our	purchases	of 	certain	items	is	of 	
                                                             An	adverse	reaction	by	our	customers	or	end-users	
such	significance	that	a	change	in	our	established	
                                                             to	these	price	increases	could	negatively	impact	
supply	relationships	may	cause	disruption	in	the	
                                                             our	anticipated	sales,	profitability,	manufacturing	
marketplace,	a	temporary	price	imbalance,	or	both.	
                                                             volumes,	and/or	inventory	levels.
Changes	 in	 our	 relationships	 with	 suppliers	 or	


10                BLACK & DECKER
• The inability to generate sufficient cash flows           manufacturing	failures,	telephone	or	information	
                                                            technology	(IT)	system	failure,	computer	viruses	
to support operations and other activities could
                                                            or	 other	 third-party	 tampering	 with	 IT	 systems,	
prevent future growth and success. Our	inability	
                                                            could	halt	or	delay	manufacturing	and	hinder	our	
to	generate	sufficient	cash	flows	to	support	capi-
                                                            ability	 to	 ship	 in	 a	 timely	 manner	 or	 otherwise	
tal	expansion,	business	acquisition	plans,	share	
                                                            routinely	conduct	business.	Any	of 	these	events	
repurchases	and	general	operating	activities	could	
                                                            could	result	in	the	loss	of 	customers,	a	decrease	
negatively	affect	our	operations	and	prevent	our	
                                                            in	revenue,	or	the	incurrence	of 	significant	costs	
expansion	 into	 existing	 and	 new	 markets.	 Our	
                                                            to	eliminate	the	problem	or	failure.	
ability	to	generate	cash	flows	is	dependent	in	part	
upon	obtaining	necessary	financing	at	favorable	            • Our products could be subject to product liability
interest	rates.	Interest	rate	fluctuations	and	other	       claims and litigation. We	manufacture	products	
capital	 market	 conditions	 may	 prevent	 us	 from	        that	 create	 exposure	 to	 product	 liability	 claims	
doing	so.	                                                  and	 litigation.	 If 	 our	 products	 are	 not	 properly	
                                                            manufactured	 or	 designed,	 personal	 injuries	 or	
• Our success depends on our ability to improve
                                                            property	damage	could	result,	which	could	subject	
productivity and streamline operations to control
                                                            us	to	claims	for	damages.	The	costs	associated	
or reduce costs. We	are	committed	to	continuous	
                                                            with	defending	product	liability	claims	and	payment	
productivity	improvement	and	continue	to	evaluate	
                                                            of 	damages	could	be	substantial.	Our	reputation	
opportunities	 to	 reduce	 fixed	 costs,	 simplify	 or	
                                                            could	also	be	adversely	affected	by	such	claims,	
improve	processes,	and	eliminate	excess	capac-
                                                            whether	or	not	successful.	
ity.	 We	 have	 also	 undertaken	 restructuring	 and	
integration	 actions	 as	 described	 in	 Note	 20	 of 	     • Our products could be recalled. The	Consumer	
Notes	to	Consolidated	Financial	Statements	and	             Product	 Safety	 Commission	 or	 other	 applicable	
in	 “Management’s	 Discussion	 and	 Analysis	 of 	          regulatory	 bodies	 may	 require	 the	 recall,	 repair	
Financial	 Condition	 and	 Results	 of 	 Operations”.	      or	replacement	of 	our	products	if 	those	products	
The	ultimate	savings	realized	from	restructuring	           are	found	not	to	be	in	compliance	with	applicable	
and	integration	actions	may	be	mitigated	by	many	           standards	or	regulations.	A	recall	could	increase	
factors,	including	economic	weakness,	competitive	          costs	and	adversely	impact	our	reputation.	
pressures,	and	decisions	to	increase	costs	in	areas	
                                                            • We may have additional tax liabilities. We	are	
such	as	promotion	or	research	and	development	
                                                            subject	to	income	taxes	in	the	United	States	and	
above	 levels	 that	 were	 otherwise	 assumed.	 Our	
                                                            numerous	foreign	jurisdictions.	Significant	judg-
failure	to	achieve	projected	levels	of 	efficiencies	
                                                            ment	 is	 required	 in	 determining	 our	 worldwide	
and	cost	reduction	measures	and	to	avoid	delays	
                                                            provision	for	income	taxes.	In	the	ordinary	course	
in	 or	 unanticipated	 inefficiencies	 resulting	 from	
                                                            of 	our	business,	there	are	many	transactions	and	
manufacturing	 and	 administrative	 reorganiza-
                                                            calculations	where	the	ultimate	tax	determination	
tion	 actions	 in	 progress	 or	 contemplated	 would	
                                                            is	uncertain.	We	are	regularly	under	audit	by	tax	
adversely	affect	our	results	of 	operations.
                                                            authorities.	Although	we	believe	our	tax	estimates	
• The inability to successfully integrate the               are	reasonable,	the	final	outcome	of 	tax	audits	and	
operations of acquired businesses or to identify            any	related	litigation	could	be	materially	different	
new acquisition opportunities could negatively              than	that	which	is	reflected	in	historical	income	
impact our prospect for future growth and prof-             tax	provisions	and	accruals.	Based	on	the	status	
itability. We	 expend	 significant	 resources	 on	          of 	a	given	tax	audit	or	related	litigation,	a	material	
identifying	opportunities	to	acquire	new	lines	of 	         effect	on	our	income	tax	provision	or	net	income	
business	 and	 companies	 that	 could	 contribute	          may	 result	 in	 the	 period	 or	 periods	 from	 initial	
to	 our	 success	 and	 expansion	 into	 existing	 and	      recognition	 in	 our	 reported	 financial	 results	 to	
new	markets.	Our	inability	to	successfully	identify	        the	final	closure	of 	that	tax	audit	or	settlement	of 	
a
	 cquisition	opportunities,	integrate	the	operations	       related	litigation	when	the	ultimate	tax	and	related	
of 	acquired	businesses,	or	realize	the	anticipated	        cash	flow	is	known	with	certainty.
cost	savings,	synergies	and	other	benefits	related	
                                                            • We are subject to current environmental and
to	the	acquisition	of 	those	businesses	could	have	
                                                            other laws and regulations. We	 are	 subject	 to	
a	material	adverse	effect	on	our	business,	financial	
                                                            environmental	laws	in	each	jurisdiction	in	which	
condition	and	future	growth.	Acquisitions	may	also	
                                                            we	conduct	business.	Some	of 	our	products	in-
have	 a	 material	 adverse	 effect	 on	 our	 operating	
                                                            corporate	substances	that	are	regulated	in	some	
results	due	to	large	write-offs,	contingent	liabilities,	
                                                            jurisdictions	in	which	we	conduct	manufacturing	
substantial	depreciation,	or	other	adverse	tax	or	
                                                            operations.	We	could	be	subject	to	liability	if 	we	
audit	consequences.
                                                            do	not	comply	with	these	regulations.	In	addition,	
• Failures of our infrastructure could have a               we	are	currently	and	may,	in	the	future,	be	held	
material adverse effect on our business. We	                responsible	for	remedial	investigations	and	clean-
are	heavily	dependent	on	our	infrastructure.	Sig-           up	costs	resulting	from	the	discharge	of 	hazard-
nificant	problems	with	our	infrastructure,	such	as	         ous	 substances	 into	 the	 environment,	 including	


                                                                                                                 11
                                                                                   BLACK & DECKER
sites	 that	 have	 never	 been	 owned	 or	 operated	         could	adversely	affect	our	results	of 	operations.	
                                                             We	have	outstanding	variable-rate	and	fixed-rate	
by	us	but	at	which	we	have	been	identified	as	a	
                                                             borrowings.	To	meet	our	cash	requirements,	we	
potentially	 responsible	 party	 under	 federal	 and	
                                                             may	 incur	 additional	 borrowings	 in	 the	 future	
state	environmental	laws	and	regulations.	Changes	
                                                             u
                                                             	 nder	our	existing	or	future	borrowing	facilities.	
in	environmental	and	other	laws	and	regulations	
                                                             An	increase	in	interest	rates	could	adversely	affect	
in	both	domestic	and	foreign	jurisdictions	could	
                                                             our	results	of 	operations.
adversely	affect	our	operations	due	to	increased	
costs	 of 	 compliance	 and	 potential	 liability	 for	      • We operate a global business that exposes
non-compliance.
                                                             us to additional risks. Our	 sales	 outside	 of 	 the		
• If our goodwill or indefinite-lived intangible             United	States	accounted	for	approximately	36%	of 	
assets become impaired, we may be required to                our	consolidated	net	revenue	in	2006.	We	continue	
record a significant charge to earnings. Under	              to	expand	into	foreign	markets.	The	future	growth	
U
	 nited	 States	 generally	 accepted	 accounting	            and	 profitability	 of 	 our	 foreign	 operations	 are	
                                                             subject	 to	 a	 variety	 of 	 risks	 and	 uncertainties,	
p
	 rinciples,	goodwill	and	indefinite-lived	intangible	
                                                             such	as	tariffs,	nationalization,	exchange	controls,	
assets	 are	 not	 amortized	 but	 are	 reviewed	 for	
                                                             interest	rate	fluctuations,	civil	unrest,	governmen-
i
	mpairment	on	an	annual	basis	or	more	frequently	
                                                             tal	changes,	limitations	on	foreign	investment	in	
whenever	 events	 or	 changes	 in	 circumstances	
                                                             local	business	and	other	political,	economic	and	
i
	ndicate	that	their	carrying	value	may	not	be	recov-
                                                             regulatory	risks	inherent	in	conducting	business	
erable.	We	may	be	required	to	record	a	significant	
                                                             internationally.	Over	the	past	several	years,	such	
charge	 to	 earnings	 in	 our	 financial	 statements	
                                                             factors	have	become	increasingly	important	as	a	
during	 the	 period	 in	 which	 any	 impairment	 of 	
                                                             result	 of 	 our	 higher	 percentage	 of 	 manufactur-
our	goodwill	or	indefinite-lived	intangible	assets	is	
                                                             ing	in	China,	Mexico	and	the	Czech	Republic	and	
determined,	resulting	in	an	impact	on	our	results	
                                                             purchases	 of 	 products	 and	 components	 from	
of 	operations.
                                                             foreign	countries.	
• Changes in accounting may affect our reported
                                                             • Catastrophic events may disrupt our business.
earnings. For	 many	 aspects	 of 	 our	 business,		
                                                             Unforeseen	events,	including	war,	terrorism	and	
United	 States	 generally	 accepted	 accounting		
                                                             other	international	conflicts,	public	health	issues,	
principles,	including	pronouncements,	implemen-
                                                             and	 natural	 disasters	 such	 as	 earthquakes,	
tation	guidelines,	and	interpretations,	are	highly	
                                                             h
                                                             	 urricanes	or	other	adverse	weather	and	climate	
complex	and	require	subjective	judgments.	Changes	
                                                             conditions,	whether	occurring	in	the	United	States	
in	 these	 accounting	 principles,	 including	 their	
                                                             or	abroad,	could	disrupt	our	operations,	disrupt	
interpretation	and	application,	could	significantly	
                                                             the	operations	of 	our	suppliers	or	customers,	or	
change	our	reported	earnings,	adding	significant	
                                                             result	 in	 political	 or	 economic	 instability.	 These	
volatility	to	our	reported	results	without	a	compa-
                                                             events	could	reduce	demand	for	our	products	and	
rable	underlying	change	in	our	cash	flows.	
                                                             make	it	difficult	or	impossible	for	us	to	manufac-
• We are exposed to adverse changes in currency              ture	our	products,	deliver	products	to	customers,	
exchange rates, raw material commodity prices or             or	to	receive	products	from	suppliers.	
interest rates, both in absolute terms and relative
                                                             The	foregoing	list	is	not	exhaustive.	There	can	be	
to competitors’ risk profiles. We	have	a	number	
                                                             no	 assurance	 that	 we	 have	 correctly	 identified	
of 	manufacturing	sites	throughout	the	world	and	
                                                             and	 appropriately	 assessed	 all	 factors	 affecting	
sell	 our	 products	 in	 more	 than	 100	 countries.	
                                                             our	 business	 or	 that	 the	 publicly	 available	 and	
As	a	result,	we	are	exposed	to	movements	in	the	
                                                             other	information	with	respect	to	these	matters	
exchange	rates	of 	various	currencies	against	the	
                                                             is	 complete	 and	 correct.	 Additional	 risks	 and	
United	States	dollar	and	against	the	currencies	of 	
                                                             uncertainties	 not	 presently	 known	 to	 us	 or	 that	
countries	in	which	we	have	manufacturing	facili-
                                                             we	 currently	 believe	 to	 be	 immaterial	 also	 may	
ties.	We	believe	our	most	significant	foreign	cur-
                                                             adversely	impact	our	business.	Should	any	risks	
rency	exposures	are	the	euro,	pound	sterling	and	
                                                             or	uncertainties	develop	into	actual	events,	these	
Chinese	renminbi.	A	decrease	in	the	value	of 	the	
                                                             developments	could	have	material	adverse	effects	
euro	and	pound	sterling	relative	to	the	U.S.	dollar	
                                                             on	our	business,	financial	condition,	and	results	
could	adversely	affect	our	results	of 	operations.	
                                                             of 	operations.	
An	increase	in	the	value	of 	the	Chinese	renminbi	
relative	 to	 the	 U.S.	 dollar	 could	 adversely	 affect	
                                                             ITEM 2. PROPERTIES
our	results	of 	operations.	We	utilize	materials	in	
the	 manufacturing	 of 	 our	 products	 that	 include	       The	Corporation	operates	41	manufacturing	facili-
certain	 components	 and	 raw	 materials	 that	 are	         ties	around	the	world,	including	25	located	outside	
subject	to	commodity	price	volatility.	We	believe	           of 	the	United	States	in	9	foreign	countries.	The	
our	most	significant	commodity-related	exposures	            major	properties	associated	with	each	business	
are	to	steel,	resins,	copper,	aluminum,	and	zinc.	           segment	are	listed	in	“Narrative	Description	of 	the	
An	increase	in	the	market	prices	of 	these	items	            Business”	in	Item	1(c)	of 	Part	I	of 	this	report.


12                BLACK & DECKER
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black&decker 10k06

  • 1. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER December 31, 2006 1-1553 THE BLACK & DECKER CORPORATION (Exact name of registrant as specified in its charter) Maryland 52-0248090 (State of Incorporation) (I.R.S. Employer Identification Number) Towson, Maryland 21286 (Address of principal executive offices) (Zip Code) 410-716-3900 Registrant’s telephone number, including area code: Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $.50 per share New York Stock Exchange None Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No X 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 twelve 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. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in defini- tive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. (check one): Large accelerated filer X Accelerated filer Non-accelerated filer Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No X The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2006, was $6.18 billion. The number of shares of Common Stock outstanding as of January 26, 2007, was 65,600,202. The exhibit index as required by Item 601(a) of Regulation S-K is included in Item 15 of Part IV of this report. Documents Incorporated by Reference: Portions of the registrant’s definitive Proxy Statement for the 2007 Annual Meeting of Stockholders are incorporated by reference in Part III of this Report.
  • 2. PART I ITEM 1. BUSINESS mation about the discontinued European security hardware business, see the discussion in Note 3 (a) General Development of Notes to Consolidated Financial Statements of Business included in Item 8 of Part II of this report. The Black & Decker Corporation (collectively with (b) Financial Information About its subsidiaries, the Corporation), incorporated in Business Segments M aryland in 1910, is a leading global manufacturer and marketer of power tools and accessories, The Corporation operates in three reportable hardware and home improvement products, and business segments: Power Tools and Accessories, technology-based fastening systems. With products including consumer and industrial power tools and services marketed in over 100 countries, the and accessories, lawn and garden tools, electric C orporation enjoys worldwide recognition of its cleaning, automotive, and lighting products, and strong brand names and a superior reputation for product service; Hardware and Home Improvement, quality, design, innovation, and value. including security hardware and plumbing products; and Fastening and Assembly Systems. For additional The Corporation is one of the world’s leading information about these segments, see Note 18 p roducers of power tools, power tool accesso- of Notes to Consolidated Financial Statements ries, and residential security hardware, and the included in Item 8 of Part II, and Management’s Corporation’s product lines hold leading market D iscussion and Analysis of Financial Condition share positions in these industries. The Corpora- and Results of Operations included in Item 7 of tion is also a major global supplier of engineered Part II of this report. fastening and assembly systems. The Corpora- tion is one of the leading producers of faucets (c) Narrative Description in North America. These assertions are based on of the Business total volume of sales of products compared to the total market for those products and are sup- The following is a brief description of each of the ported by market research studies sponsored by Corporation’s reportable business segments. the Corporation as well as independent industry POWER TOOLS AND ACCESSORIES s tatistics available through various trade organiza- tions and periodicals, internally generated market The Power Tools and Accessories segment has data, and other sources. worldwide responsibility for the manufacture and sale of consumer (home use) and industrial During the first quarter of 2006, the Corporation corded and cordless electric power tools and equip- acquired Vector Products, Inc. (Vector). The ad- ment, lawn and garden tools, consumer portable dition of Vector to the Corporation’s Power Tools power products, home products, accessories and and Accessories segment allows the Corporation attachments for power tools, and product service. to offer customers a broader range of products. In addition, the Power Tools and Accessories During the fourth quarter of 2004, the Corpora- segment has responsibility for the sale of security tion acquired the Porter-Cable and Delta Tools hardware to customers in Mexico, Central America, Group from Pentair, Inc. The Porter-Cable and the Caribbean, and South America; for the sale Delta Tools Group (also referred to herein as the of plumbing products to customers outside of “Tools Group”) included the Porter-Cable, Delta, the United States and Canada; and for sales of DeVilbiss Air Power Company, Oldham Saw, and household products, principally in Europe and FLEX businesses. The Corporation sold the FLEX Brazil. business in November 2005. Power tools and equipment include drills, screw- In November 2005, the Corporation completed drivers, impact wrenches and drivers, hammers, the sale of DOM security hardware. In January wet/dry vacuums, lights, radio/chargers, saws, 2004, the Corporation completed the sale of two grinders, band saws, plate joiners, jointers, lathes, European security hardware businesses, Corbin dust management systems, routers, planers, and NEMEF . The divested businesses are reflected sanders, benchtop and stationary machinery, air as discontinued operations in the Consolidated tools, building instruments, air compressors, gen- Financial Statements included in Item 8 of Part erators, laser products, jobsite security systems, II of this report, and as such, operating results, and WORKMATE® project centers and related assets and liabilities, and cash flows of the dis- products. Lawn and garden tools include hedge continued European security hardware business t rimmers, string trimmers, lawn mowers, edgers, have been reported separately from the continuing pruners, shears, shrubbers, blower/vacuums, power sprayers, pressure washers, and related operations of the Corporation. For additional infor- 1 BLACK & DECKER
  • 3. accessories. Consumer portable power prod- The Corporation’s product service program sup- ports its power tools and lawn and garden tools. ucts include inverters, jump-starters, vehicle R eplacement parts and product repair services are battery chargers, rechargeable spotlights, and available through a network of company-operated other related products. Home products include s ervice centers, which are identified and listed in stick, canister and hand-held vacuums; flexible p roduct information material generally included in flashlights; and wet scrubbers. Power tool ac- product packaging. At December 31, 2006, there cessories include drill bits, hammer bits, router were approximately 125 such service centers, of bits, hacksaws and blades, circular saw blades, which roughly three-quarters were located in the jig and reciprocating saw blades, screwdriver United States. The remainder was located around bits and quick-change systems, bonded and the world, primarily in Canada and Asia. These other abrasives, and worksite tool belts and bags. c ompany-operated service centers are supple- P roduct service provides replacement parts and mented by several hundred authorized service repair and maintenance of power tools, equip- centers operated by independent local owners. ment, and lawn and garden tools. The Corporation also operates reconditioning Power tools, lawn and garden tools, portable c enters in which power tools, lawn and garden power products, home products, and acces- tools, and electric cleaning and lighting products sories are marketed around the world under are reconditioned and then re-sold through numer- the BLACK & DECKER name as well as other ous company-operated factory outlets and service trademarks, and trade names, including, with- c enters and various independent distributors. out limitation, BLACK & DECKER; ORANGE AND Most of the Corporation’s consumer power tools, BLACK COLOR SCHEME; POWERFUL SOLUTIONS; l awn and garden tools, and electric cleaning, FIRESTORM; GELMAX COMFORT GRIP; MOUSE; automotive, and lighting products sold in the BULLSEYE; PIVOT DRIVER; STORMSTATION; United States carry a two-year warranty, pursu- WORKMATE; BLACK & DECKER XT; VERSAPAK; ant to which the consumer can return defective SMARTDRIVER; QUANTUM PRO; CYCLONE; p roducts during the two years following the N AV I G ATO R ; D R AG S T E R ; S A N D S TO R M ; p urchase in exchange for a replacement product PROJECTMATE; PIVOTPLUS; QUICK CLAMP; or repair at no cost to the consumer. Most of SIGHT LINE; CROSSFIRE; CROSSHAIR; 360°; the Corporation’s industrial power tools sold in QUATTRO; DECORMATE; LASERCROSS; AUTO- the United States carry a one-year service war- WRENCH; SHOPMASTER BY DELTA; DEWALT; ranty and a three-year warranty for manufacturing YELLOW AND BLACK COLOR SCHEME; GUAR- defects. Products sold outside of the United States ANTEED TOUGH; XRP; SITELOCK; PORTER- generally have varying warranty arrangements, CABLE; GRAY AND BLACK COLOR SCHEME; depending upon local market conditions and laws TIGER SAW; PORTA-BAND; POWERBACK; and regulations. EASY AIR; JOB BOSS; DELTA; THE DELTA TRIANGLE LOGO; UNISAW; BIESEMEYER; The Corporation’s product offerings in the Power BLACK AND WHITE COLOR SCHEME; DAPC; Tools and Accessories segment are sold primarily EMGLO; AFS AUTOMATIC FEED SPOOL; GROOM to retailers, wholesalers, distributors, and jobbers, ‘N’ EDGE; HEDGE HOG; GRASS HOG; EDGE HOG; a lthough some discontinued or reconditioned pow- LEAF HOG; LAWN HOG; STRIMMER; REFLEX; er tools, lawn and garden tools, consumer portable VAC ‘N’ MULCH; EXCELL; ALLIGATOR; TRIM power products, and electric cleaning and light- ‘N’ EDGE; HDL; TOUGH TRUCK; FLEX TUBE; ing products are sold through company-operated VECTOR; ELECTROMATE; SIMPLE START; DUST- service centers and factory outlets directly to end BUSTER; SNAKELIGHT; SCUMBUSTER; STEAM- u sers. Sales to two of the segment’s customers, BUSTER; CYCLOPRO; SWEEP & COLLECT; CLICK The Home Depot and Lowe’s Home Improvement & GO; B&D; BULLET; QUANTUM PRO; PIRANHA; Warehouse, accounted for greater than 10% of the SCORPION; QUICK CONNECT; PILOT POINT; Corporation’s consolidated sales for 2006, 2005, RAPID LOAD; ROCK CARBIDE; TOUGH CASE; MAX and 2004. For additional information regarding LIFE; RAZOR; OLDHAM; DEWALT SERVICENET; sales to The Home Depot and Lowe’s Home DROP BOX EXPRESS; and GUARANTEED REPAIR Improvement Warehouse, see Note 18 of Notes COST (GRC). to Consolidated Financial Statements included in Item 8 of Part II of this report. The composition of the Corporation’s sales by product groups for 2006, 2005, and 2004 is The principal materials used in the manufacturing included in Note 18 of Notes to Consolidated of products in the Power Tools and Accessories Financial Statements included in Item 8 of Part II segment are batteries, copper, aluminum, steel, of this report. Within each product group shown, certain electronic components, engines, and plas- there existed no individual product that accounted tics. These materials are used in various forms. for greater than 10% of the Corporation’s consoli- For example, aluminum or steel may be used in dated sales for 2006, 2005, or 2004. the form of wire, sheet, bar, and strip stock. 2 BLACK & DECKER
  • 4. The materials used in the various manufacturing For additional information with respect to these p rocesses are purchased on the open market, and and other properties owned or leased by the Cor- the majority are available through multiple sources poration, see Item 2, “Properties.” and are in adequate supply. The Corporation has The Corporation holds various patents and licens- experienced no significant work stoppages to date es on many of its products and processes in the as a result of shortages of materials. Power Tools and Accessories segment. Although The Corporation has certain long-term commit- these patents and licenses are important, the Cor- ments for the purchase of various component poration is not materially dependent on such pat- parts and raw materials and believes that it is ents or licenses with respect to its operations. unlikely that any of these agreements would be The Corporation holds various trademarks that are terminated prematurely. Alternate sources of sup- e mployed in its businesses and operates under ply at competitive prices are available for most v arious trade names, some of which are stated items for which long-term commitments exist. previously. The Corporation believes that these Because the Corporation is a leading producer of trademarks and trade names are important to the power tools and accessories, in a limited number m arketing and distribution of its products. of instances, the magnitude of the Corporation’s purchases of certain items is of such significance A significant portion of the Corporation’s sales that a change in the Corporation’s established in the Power Tools and Accessories segment is supply relationship may cause disruption in the derived from the do-it-yourself and home modern- marketplace and/or a temporary price imbalance. ization markets, which generally are not seasonal While the Corporation believes that the termination in nature. However, sales of certain consumer and of any of these commitments would not have a industrial power tools tend to be higher during the material adverse effect on the operating results of period immediately preceding the Christmas gift- the Power Tools and Accessories segment over the giving season, while the sales of most lawn and long term, the termination of a limited number of garden tools are at their peak during the late winter these commitments would have an adverse effect and early spring period. Most of the Corporation’s over the short term. In this regard, the Corporation other product lines within this segment generally defines long term as a period of time in excess are not seasonal in nature, but are influenced by of 12 months and short term as a period of time other general economic trends. under 12 months. The Corporation is one of the world’s leaders in Principal manufacturing and assembly facilities of the manufacturing and marketing of portable the power tools, lawn and garden tools, electric power tools, electric lawn and garden tools, and c leaning and lighting products, and accessories accessories. Worldwide, the markets in which b usinesses the in United States located Jackson, are in the Corporation sells these products are highly Tennessee; Decatur, Arkansas; Shelbyville, Ken- c ompetitive on the basis of price, quality, and af- tucky; and Tampa, Florida. The principal distri- ter-sale service. A number of competing domestic bution facilities in the United States, other than and foreign companies are strong, well-established those located at the manufacturing and assembly manufacturers that compete on a global basis. f acilities listed above, are located in Fort Mill, Some of these companies manufacture products South Carolina, and Rialto, California. that are competitive with a number of the Corpo- ration’s product lines. Other competitors restrict Principal manufacturing and assembly facilities their operations to fewer categories, and some of the power tools, lawn and garden tools, elec- offer only a narrow range of competitive products. tric cleaning and lighting products, and acces- C ompetition from certain of these manufacturers sories businesses outside of the United States has been intense in recent years and is expected are located in Suzhou, China; Usti nad Labem, to ontinue. c Czech Republic; Buchlberg, ermany; Perugia, G Italy; Spennymoor, England; Reynosa, Mexico; HARDWARE AND HOME IMPROvEMENT and Uberaba, Brazil. In addition to the principal facilities described above, the manufacture and The Hardware and Home Improvement segment assembly of products for the Power Tools and has worldwide responsibility for the manufacture Accessories segment also occurs at the facility and sale of security hardware products (except for of its 50%-owned joint venture located in Shen the sale of security hardware in Mexico, Central Zhen, China. The principal distribution facilities America, the Caribbean, and South America). It o utside of the United States, other than those also has responsibility for the manufacture of l ocated at the manufacturing facilities listed above, plumbing products and for the sale of plumbing consist of a central-European distribution center products to customers in the United States and in Tongeren, Belgium, and facilities in Aarschot, Canada. Security hardware products consist of Belgium; Northampton, England; Dubai, United residential and light commercial door locksets, Arab Emirates; and Brockville, Canada. 3 BLACK & DECKER
  • 5. e lectronic keyless entry systems, exit devices, key- sold outside of the United States for residential use generally have similar warranty arrangements. ing systems, tubular and mortise door locksets, Such arrangements vary, however, depending upon general hardware, decorative hardware, lamps, and local market conditions and laws and regulations. brass ornaments. General hardware includes door Most of the Corporation’s plumbing products sold hinges, cabinet hinges, door stops, kick plates, in the United States carry a lifetime warranty with and house numbers. Decorative hardware includes r espect to function and finish, pursuant to which cabinet hardware, switchplates, door pulls, and the consumer can return defective product in push plates. Plumbing products consist of a variety exchange for a replacement product or repair at of conventional and decorative lavatory, kitchen, no cost to the consumer. and tub and shower faucets, bath and kitchen a ccessories, and replacement parts. The Corporation’s product offerings in the Hard- ware and Home Improvement segment are sold Security hardware products are marketed under a primarily to retailers, wholesalers, distributors, variety of trademarks and trade names, including, and jobbers. Certain security hardware products w ithout limitation, KWIKSET SECURITY; KWIKSET are sold to commercial, institutional, and industrial M AXIMUM SECURITY; KWIKSET ULTRAMAX; customers. Sales to two of the segment’s custom- SIGNATURES; KWIKSET; BEAUTY OF STRENGTH; ers, The Home Depot and Lowe’s Home Improve- BLACK & DECKER; TYLO; POLO; AVALON; ment Warehouse, accounted for greater than ASHFIELD; SMARTSCAN; SMARTKEY; SMART- 10% of the Corporation’s consolidated sales for CODE; VENETIAN BRONZE; POWERBOLT; KWIK 2006, 2005, and 2004. For additional information INSTALL; GEO; SAFE-LOCK BY BLACK & DECKER; r egarding sales to The Home Depot and Lowe’s BALDWIN; THE ESTATE COLLECTION; THE Home Improvement Warehouse, see Note 18 of IMAGES COLLECTION; ARCHETYPES; LIFETIME Notes to Consolidated Financial Statements in- F I N I S H ; T I M E L E S S C R A F T S M A N S H I P ; cluded in Item 8 of Part II of this report. L OGAN; SPRINGFIELD; HAMILTON; BLAKE- LY; MANCHESTER; CANTERBURY; MADISON; The principal materials used in the manufacturing STONEGATE; EDINBURGH; KENSINGTON; of products in the Hardware and Home Improve- BRISTOL; TREMONT; PEYTON; PASADENA; RICH- ment segment are zamak, brass, aluminum, LAND; WEISER; WEISER LOCK; COLLECTIONS steel, and ceramics. The materials used in the BY WEISER LOCK; WELCOME HOME SERIES; various manufacturing processes are purchased ELEMENTS SERIES; BASICS BY WEISER LOCK; on the open market, and the majority are available B RILLIANCE LIFETIME ANTI-TARNISH FINISH; through multiple sources and are in adequate sup- POWERBOLT; POWERBOLT KEYLESS ACCESS ply. The Corporation has experienced no significant S YSTEM; WEISERBOLT; and ENTRYSETS. work stoppages to date as a result of shortages Plumbing products are marketed under the of materials. trademarks and trade names PRICE PFISTER; The Corporation has certain long-term com- CLASSIC SERIES BY PRICE PFISTER; PRICE mitments for the purchase of various finished PFISTER PROFESSIONAL SERIES; BACH; SOLO; goods, component parts, and raw materials CONTEMPRA; MARIELLE; CARMEL; PARISA; and believes that it is unlikely that any of these S AVANNAH; CATALINA; GEORGETOWN; TREVISO; agreements would be terminated prematurely. AVALON; and ASHFIELD. Alternate sources of supply at competitive prices The composition of the Corporation’s sales by are available for most items for which long-term p roduct groups for 2006, 2005, and 2004 is commitments exist. Because the Corporation is a included in Note 18 of Notes to Consolidated leading producer of residential security hardware Financial Statements included in Item 8 of Part II and faucets, in a limited number of instances, the of this report. Within each product group shown, magnitude of the Corporation’s purchases of cer- there existed no individual product that accounted tain items is of such significance that a change in for greater than 10% of the Corporation’s consoli- the Corporation’s established supply relationship dated sales for 2006, 2005, or 2004. may cause disruption in the marketplace and/or a temporary price imbalance. While the Corpora- Most of the Corporation’s security hardware tion believes that the termination of any of these p roducts sold in the United States carry a war- commitments would not have a material adverse ranty, pursuant to which the consumer can return effect on the operating results of the Hardware defective product during the warranty term in and Home Improvement segment over the long exchange for a replacement product at no cost term, the termination of a limited number of these to the consumer. Warranty terms vary by product commitments would have an adverse effect over and carry a lifetime warranty with respect to the short term. In this regard, the Corporation mechanical operations and range from a 5-year to defines long term as a period of time in excess a lifetime warranty with respect to finish. Products 4 BLACK & DECKER
  • 6. of 12 months and short term as a period of time ture products that are competitive with a number of the Corporation’s product lines. Other competi- under 12 months. tors restrict their operations to fewer categories, From time to time, the Corporation enters into and some offer only a narrow range of competi- commodity hedges on certain raw materials used tive products. Competition from certain of these in the manufacturing process to reduce the risk manufacturers has been intense in recent years of market price fluctuations. As of December 31, and is expected to continue. 2006, the amount of commodity hedges outstand- ing was not material. FASTENING AND ASSEMBLY SYSTEMS Principal manufacturing and assembly facilities of The Corporation’s Fastening and Assembly Systems the Hardware and Home Improvement segment in segment has worldwide responsibility for the de- the United States are located in Denison, Texas; velopment, manufacture and sale of an extensive and Reading, Pennsylvania. line of metal and plastic fasteners and engineered fastening systems for commercial applications, Principal manufacturing and assembly facilities including blind riveting, stud welding, specialty of the Hardware and Home Improvement seg- screws, prevailing torque nuts and assemblies, ment outside of the United States are located in insert systems, metal and plastic fasteners, and Mexicali and Nogales, Mexico. The principal dis- self-piercing riveting systems. The fastening and tribution facilities in the United States, other than assembly systems products are marketed under a those located at the manufacturing and assembly variety of trademarks and trade names, including, facilities listed above, are located in Mira Loma, without limitation, EMHART TEKNOLOGIES; C alifornia; and Charlotte, North Carolina. EMHART FASTENING TEKNOLOGIES; EMHART; For additional information with respect to these AUTOSET; DODGE; DRIL-KWICK; F-SERIES; GRIPCO; and other properties owned or leased by the GRIPCO ASSEMBLIES; HELI-COIL; JACK NUT; C orporation, see Item 2, “Properties.” KALEI; MASTERFIX; NPR; NUT-FAST; PARKER- KALON; PLASTIFAST; PLASTI-KWICK; POINT & The Corporation holds various patents and SET; POP; POP-LOK; POPMATIC; POPNUT; POP- l icenses on many of its products and processes SERT; POWERLINK; PROSET; SMARTSET; SWS; in the Hardware and Home Improvement seg- TUCKER; ULTRA-GRIP; ULTRASERT; WARREN; ment. Although these patents and licenses are WELDFAST; and WELL-NUT. The Fastening and important, the Corporation is not materially A ssembly Systems segment provides platform- d ependent on such patents or licenses with respect m anagement and engineering services in addition to its operations. to the manufacture and sale of the products The Corporation holds various trademarks that p reviously described. are employed in its businesses and operates The composition of the Corporation’s sales by under various trade names, some of which are p roduct groups for 2006, 2005, and 2004 is stated above. The Corporation believes that these included in Note 18 of Notes to Consolidated trademarks and trade names are important to the Financial Statements included in Item 8 of Part II m arketing and distribution of its products. of this report. Within each product group shown, A significant portion of the Corporation’s sales there existed no individual product that accounted in the Hardware and Home Improvement seg- for greater than 10% of the Corporation’s consoli- ment is derived from the do-it-yourself and home dated sales for 2006, 2005, or 2004. modernization markets, which generally are not The principal markets for these products include seasonal in nature, but are influenced by trends the automotive, transportation, electronics, aero- in the residential and commercial construction space, machine tool, and appliance industries. m arkets and other general economic trends. S ubstantial sales are made to automotive manu- The Corporation is one of the world’s leading facturers worldwide. p roducers of residential security hardware and Products are marketed directly to customers and is one of the leading producers of faucets in also through distributors and representatives. North America. Worldwide, the markets in which These products face competition from many the Corporation sells these products are highly manufacturers in several countries. Product c ompetitive on the basis of price, quality, and q uality, performance, reliability, price, delivery, after-sale service. A number of competing and technical and application engineering services domestic and foreign companies are strong, well- are the primary competitive factors. There is little established manufacturers that compete on a seasonal variation in sales. g lobal basis. Some of these companies manufac- 5 BLACK & DECKER
  • 7. The Corporation owns a number of United States As of December 31, 2006, the Corporation e mployed approximately 25,500 persons in its and foreign patents, trademarks, and license operations worldwide. Approximately 500 employ- rights relating to the fastening and assembly ees in the United States are covered by collective s ystems business. While the Corporation considers bargaining agreements. During 2006, no collective those patents, trademarks, and license rights to bargaining agreements were negotiated. One be valuable, it is not materially dependent upon agreement is scheduled for negotiation during such patents or license rights with respect to 2007. Also, the Corporation has government- its operations. m andated collective bargaining arrangements or Principal manufacturing facilities of the Fastening union contracts with employees in other countries. and Assembly Systems segment in the United The Corporation’s operations have not been States are located in Danbury, Connecticut; Mont- a ffected significantly by work stoppages and, in pelier, Indiana; Campbellsville and Hopkinsville, the opinion of management, employee relations Kentucky; and Chesterfield, Michigan. Principal are good. As more fully described under the manufacturing and assembly facilities outside caption “Restructuring and Integration Actions” of the United States are located in Birmingham, in Management’s Discussion and Analysis of England; Giessen, Germany; and Toyohashi, Japan. Financial Condition and Results of Operations, For additional information with respect to these the Corporation is committed to continuous pro- and other properties owned or leased by the ductivity improvement and continues to evaluate C orporation, see Item 2, “Properties.” opportunities to reduce fixed costs, simplify or improve processes, and eliminate excess capac- The raw materials used in the fastening and as- ity. As a consequence, the Corporation may, sembly systems business consist primarily of from time to time, transfer production from one ferrous and nonferrous metals in the form of wire, manufacturing facility to another, outsource cer- bar stock, and strip and sheet metals; plastics; tain production, or close certain manufacturing and rubber. These materials are readily available facilities. Such production transfers, outsourcing, from a number of suppliers. and/or facility closures may result in a dete- rioration of employee relations at the impacted OTHER INFORMATION l ocations or elsewhere in the Corporation. The Corporation’s product development program The Corporation’s operations are subject to foreign, for the Power Tools and Accessories segment is f ederal, state, and local environmental laws and coordinated from the Corporation’s headquarters r egulations. Many foreign, federal, state, and local in Towson, Maryland. Additionally, product g overnments also have enacted laws and regula- d evelopment activities are performed at facilities tions that govern the labeling and packaging of within the United States in Fort Lauderdale, Florida, products and limit the sale of products containing H ampstead, Maryland, and Jackson, Tennessee, and certain materials deemed to be environmentally at facilities in Maltby and Spennymoor, England; s ensitive. These laws and regulations not only Brockville, Canada; Perugia, Italy; Suzhou, China; limit the acceptable methods for the discharge Buchlberg and Idstein, Germany; Mooroolbark, of pollutants and the disposal of products and A ustralia; Uberaba, Brazil; and Reynosa, Mexico. components that contain certain substances, but Product development activities for the Hardware also require that products be designed in a man- and Home Improvement segment are performed ner to permit easy recycling or proper disposal at facilities in Lake Forest, California, and Reading, of environmentally sensitive components such as Pennsylvania. nickel cadmium batteries. The Corporation seeks to comply fully with these laws and regulations. Product development activities for the Fastening Although compliance involves continuing costs, and Assembly Systems segment are performed the ongoing costs of compliance with existing at facilities within the United States in Danbury e nvironmental laws and regulations have not had, and Shelton, Connecticut; Montpelier, Indiana; nor are they expected to have, a material adverse Campbellsville, Kentucky; Chesterfield and effect upon the Corporation’s capital expenditures F armington Hills, Michigan; and at facilities in or financial position. Birmingham, England; Maastricht, Netherlands; Giessen, Germany; and Toyohashi, Japan. Pursuant to authority granted under the Compre- hensive Environmental Response, Compensation Costs associated with development of new prod- and Liability Act of 1980 (CERCLA), the United ucts and changes to existing products are charged States Environmental Protection Agency (EPA) has to operations as incurred. See Note 1 of Notes issued a National Priority List (NPL) of sites at to Consolidated Financial Statements included which action is to be taken to mitigate the risk of in Item 8 of Part II of this report for amounts of r elease of hazardous substances into the environ- expenditures for product development activities. 6 BLACK & DECKER
  • 8. ment. The Corporation is engaged in continuing particular fiscal quarter or year, in the opinion activities with regard to various sites on the NPL of management there exists no known potential and other sites covered under analogous state exposures that would have a material adverse ef- environmental laws. As of December 31, 2006, fect on the financial condition or on the financial the Corporation had been identified as a poten- results of the Corporation beyond any such fiscal tially responsible party (PRP) in connection with quarter or year. a pproximately 25 sites being investigated by fed- eral or state agencies under CERCLA or analogous (d) Financial Information state environmental laws. The Corporation also is About Geographic Areas engaged in site investigations and remedial activi- ties to address environmental contamination from Reference is made to Note 18 of Notes to past operations at current and former manufactur- C onsolidated Financial Statements, entitled “Busi- ing facilities in the United States and abroad. ness Segments and Geographic Information”, included in Item 8 of Part II of this report. To minimize the Corporation’s potential liability with respect to these sites, management has under- (e) Available Information taken, when appropriate, active participation in steering committees established at the sites and The Corporation files annual, quarterly, and cur- has agreed to remediation through consent orders rent reports, proxy statements, and other docu- with the appropriate government agencies. Due to ments with the Securities and Exchange Commis- uncertainty as to the Corporation’s involvement in sion (SEC) under the Securities Exchange Act of some of the sites, uncertainty over the remedial 1934 (the Exchange Act). The public may read m easures to be adopted, and the fact that and copy any materials that the Corporation files i mposition of joint and several liability with the with the SEC at the SEC’s Public Reference Room right of contribution is possible under CERCLA at 100 F Street, NE, Washington, DC 20549. The and other laws and regulations, the liability of public may obtain information on the operation the Corporation with respect to any site at which of the Public Reference Room by calling the SEC remedial measures have not been completed can- at 1-800-SEC-0330. Also, the SEC maintains an not be established with certainty. On the basis of Internet website that contains reports, proxy and periodic reviews conducted with respect to these i nformation statements, and other information sites, however, the Corporation has established r egarding issuers, including the Corporation, that appropriate liability accruals. The Corporation’s file electronically with the SEC. The public can estimate of the costs associated with environmen- o btain any documents that the Corporation files tal exposures is accrued if, in management’s judg- with the SEC at http://www.sec.gov. ment, the likelihood of a loss is probable and the amount of the loss can be reasonably estimated. The Corporation also makes available free of charge on or through its Internet website (http://www.bdk.com) As of December 31, 2006, the Corporation’s the Corporation’s Annual Report on Form 10-K, a ggregate probable exposure with respect to Q uarterly Reports on Form 10-Q, Current Reports environmental liabilities, for which accruals have on Form 8-K, and, if applicable, amendments been established in the consolidated financial to those reports filed or furnished pursuant to statements, was $76.4 million. In the opinion of Section 13(a) of the Exchange Act as soon as management, the amount accrued for probable r easonably practicable after the Corporation exposure for aggregate environmental liabilities is e lectronically files such material with, or furnishes adequate and, accordingly, the ultimate resolution it to, the SEC. of these matters is not expected to have a material adverse effect on the Corporation’s consolidated Black & Decker’s Corporate Governance Poli- financial statements. As of December 31, 2006, cies and Procedures Statement is available free the Corporation had no known probable but inesti- of charge on or through its Internet website mable exposures relating to environmental matters (http://www.bdk.com) or in print by calling (800) that are expected to have a material adverse effect 992-3042 or (410) 716-2914. The Statement on the Corporation. There can be no assurance, contains charters of the standing committees of however, that unanticipated events will not require the Board of Directors, the Code of Ethics and the Corporation to increase the amount it has Standards of Conduct, and the Code of Ethics for accrued for any environmental matter or accrue Senior Financial Officers. for an environmental matter that has not been In April 2006, the Corporation submitted to the p reviously accrued because it was not considered New York Stock Exchange the CEO certification probable. While it is possible that the increase or r equired by Section 303A.12(a) of the New York establishment of an accrual could have a mate- Stock Exchange Listed Company Manual. rial adverse effect on the financial results for any 7 BLACK & DECKER
  • 9. (f) Executive Officers and • LES H. IRELAND – 42 Other Senior Officers Vice President of the Corporation and President – Europe/Middle East/Africa, of the Corporation Power Tools and Accessories, The current Executive Officers and Other Senior January 2005 – present; O fficers of the Corporation, their ages, current Vice President of the Corporation and offices or positions, and their business experience Managing Director – Commercial Operations, during the past five years are set forth below. Europe, Black & Decker Consumer Group, • NOLAN D. ARCHIBALD – 63 Power Tools and Accessories Group, November 2001 – January 2005. Chairman, President, and Chief Executive Officer, • THOMAS D. KOOS – 43 January 1990 – present. Group Vice President of the Corporation and President – Consumer Products Group, • BRUCE W. BROOKS – 42 Power Tools and Accessories, Vice President of the Corporation and President – March 2004 – present; Construction Tools, Industrial Products Group, Power Tools and Accessories, Vice President of the Corporation and President – May 2005 – present; Black & Decker Consumer Products, Power Tools and Accessories Group, Vice President and General Manager – January 2001 – March 2004. Construction Tools, Industrial Products Group, Power Tools and Accessories, • MICHAEL D. MANGAN – 50 October 2004 – May 2005; Senior Vice President and Chief Financial Officer, Vice President Marketing – DeWALT Professional January 2000 – present. Products, Power Tools and Accessories Group, July 2003 – October 2004; • PAUL F. McBRIDE – 51 Senior Vice President – Human Resources Vice President Marketing – and Corporate Initiatives, Black & Decker Consumer Products, March 2004 – present; Power Tools and Accessories Group, July 2000 – July 2003. Executive Vice President of the Corporation and President – Power Tools and • jAMES T. CAUDILL – 39 Accessories Group, Group Vice President of the Corporation and April 1999 – March 2004. President – Hardware and Home Improvement, July 2006 – present; • CHRISTINA M. McMULLEN – 51 Vice President and Controller, Vice President of the Corporation and President – April 2000 – present. Hardware and Home Improvement, May 2005 – July 2006; • jAMES R. RASKIN – 46 Vice President and General Manager – Vice President of the Corporation and Accessories, Industrial Products Group, Vice President – Business Development, Power Tools and Accessories Group, July 2006 – present; October 2004 – May 2005; Vice President – Business Development, Vice President – Accessories, May 2002 – July 2006; DeWALT Professional Products, Vice President – Marketing, Power Tools and Accessories Group, Consumer Products Group, November 2001 – October 2004. September 2001 – May 2002. • CHARLES E. FENTON – 58 • STEPHEN F. REEvES – 47 Senior Vice President and General Counsel, Vice President of the Corporation and December 1996 – present. Vice President – Global Finance, Power Tools and Accessories, March 2004 – present; Vice President of the Corporation and Vice President – Finance, Power Tools and Accessories Group, April 2000 – March 2004. 8 BLACK & DECKER
  • 10. • MARK M. ROTHLEITNER – 48 • MICHAEL A. TYLL – 50 Vice President – Investor Relations and Treasurer, Group Vice President of the Corporation and January 2000 – present. President – Fastening and Assembly Systems, April 2006 – present; • ROBERT I. ROWAN – 46 President – Automotive Division, Vice President of the Corporation and President – Fastening and Assembly Systems, Power Tools and Accessories, Consumer January 2001 – April 2006. Products Group, Power Tools and Accessories, February 2006 – present; (g) Forward-Looking Statements Vice President and General Manager, The Private Securities Litigation Reform Act of Consumer Power Tools and Accessories, 1995 (the Reform Act) provides a safe harbor Power Tools and Accessories, for forward-looking statements made by or on July 2003 – February 2006; b ehalf of the Corporation. The Corporation and its Vice President – Outdoor Products, r epresentatives may, from time to time, make written Consumer Products Group, Power Tools or verbal forward-looking statements, including and Accessories Group, statements contained in the Corporation’s filings September 2001 – July 2003. with the Securities and Exchange Commission and in its reports to stockholders. Generally, the • EDWARD j. SCANLON – 52 inclusion of the words “believe,” “expect,” “intend,” Vice President of the Corporation and “estimate,” “anticipate,” “will,” and similar expres- President – Commercial Operations, North and sions identify statements that constitute “forward- South America, Power Tools and Accessories, l ooking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section March 2004 – present; 21E of the Securities Exchange Act of 1934 and Vice President of the Corporation and that are intended to come within the safe harbor President – Commercial Operations, protection provided by those sections. All state- North America, Power Tools and ments addressing operating performance, events, Accessories Group, or developments that the Corporation expects or May 1999 – March 2004. anticipates will occur in the future, including state- ments relating to sales growth, earnings or earnings • jOHN W. SCHIECH – 48 per share growth, and market share, as well as Group Vice President of the Corporation statements expressing optimism or pessimism and President – Industrial Products Group, about future operating results, are forward-looking Power Tools and Accessories, statements within the meaning of the Reform Act. March 2004 – present; The forward-looking statements are and will be based upon management’s then-current views and Vice President of the Corporation and President – a ssumptions regarding future events and operat- DeWALT Professional Products, Power Tools ing performance, and are applicable only as of and Accessories Group, the dates of such statements. The Corporation January 2001 – March 2004. undertakes no obligation to update or revise any f orward-looking statements, whether as a result of • NATALIE A. SHIELDS – 50 new information, future events, or otherwise. Vice President and Corporate Secretary, By their nature, all forward-looking statements April 2006 – present; i nvolve risks and uncertainties, including without International Tax and Trade Counsel, limitations the risks described under the caption June 1993 – April 2006. “Risk Factors” that could materially harm the Corporation’s business, financial condition, and • BEN S. SIHOTA – 48 results of operations. You are cautioned not to Vice President of the Corporation and President – place undue reliance on the Corporation’s forward- Asia Pacific, Power Tools and Accessories, looking statements. February 2006 – present; President – Asia, Power Tools and Accessories, September 2000 – February 2006. 9 BLACK & DECKER
  • 11. ITEM 1A. RISK FACTORS i ncreases in the costs of purchased raw materials, component parts or finished goods could result in Many of the factors that affect our business and manufacturing interruptions, delays, inefficiencies o perations involve risk and uncertainty. The factors or our inability to market products. In addition, described below are some of the risks that could our profit margins would decrease if prices of m aterially harm our business, financial condition, purchased raw materials, component parts, or and results of operations. finished goods increase and we are unable to pass • Our business depends on the strength of the on those increases to our customers. economies in various parts of the world, par- • We face significant global competition. The ticularly in the United States and Europe. We markets in which we sell products are highly conduct business in various parts of the world, competitive on the basis of price, quality, and primarily in the United States and Europe and, after-sale service. A number of competing do- to a lesser extent, in Mexico, Central America, mestic and foreign companies are strong, well- the Caribbean, South America, Canada, Asia and established manufacturers that compete globally Australia. As a result of this worldwide exposure, with us. Some of our major customers sell their our net revenue and profitability could be harmed own “private label” brands that compete directly as a result of economic conditions in our major with our products. Price reductions taken by us in markets, including, but not limited to, recession, response to customer and competitive pressures, inflation and deflation, general weakness in retail, as well as price reductions and promotional ac- automotive and construction markets, and changes tions taken to drive demand that may not result in consumer purchasing power. in anticipated sales levels, could also negatively impact our business. Competition has been intense • Changes in customer preferences, the inability in recent years and is expected to continue. If we to maintain mutually beneficial relationships with are unable to maintain a competitive advantage, large customers, and the inability to penetrate loss of market share, revenue, or profitability may new channels of distribution could adversely result. affect our business. We have a number of major • Low demand for new products and the inability customers, including two large customers that, in to develop and introduce new products at favorable the aggregate, constituted approximately 33% of margins could adversely impact our performance our consolidated sales in 2006. The loss of either of and prospects for future growth. Our competitive these large customers, a material negative change advantage is due in part to our ability to develop in our relationship with these large customers or and introduce new products in a timely manner other major customers, or changes in consumer at favorable margins. The uncertainties associated preferences or loyalties could have an adverse with developing and introducing new products, effect on our business. Our major customers are such as market demand and costs of develop- volume purchasers, a few of which are much larger ment and production, may impede the successful than us and have strong bargaining power with development and introduction of new products suppliers. This limits our ability to recover cost on a consistent basis. Market acceptance of the increases through higher selling prices. Changes new products introduced in 2006 and scheduled in purchasing patterns by major customers could for introduction in 2007 may not meet sales negatively impact manufacturing volumes and expectations due to various factors, such as our inventory levels. Further, our inability to continue failure to accurately predict market demand and to penetrate new channels of distribution may evolving industry standards, to resolve technical have a negative impact on our future results. challenges in a timely and cost-effective manner, and to achieve manufacturing efficiencies. Our • The inability to obtain raw materials, compo- investments in productive capacity and commit- nent parts, and/or finished goods in a timely ments to fund advertising and product promotions and cost-effective manner from suppliers would in connection with these new products could be adversely affect our ability to manufacture and excessive if those expectations are not met. market our products. We purchase raw materials and component parts from suppliers to be used • Price increases could impact the demand for in the manufacturing of our products. In addition, our products from customers and end-users. We we purchase certain finished goods from suppli- have recently increased the prices of our products for our U.S. power tools and accessories business ers. In a limited number of circumstances, the and hardware and home improvement business. magnitude of our purchases of certain items is of An adverse reaction by our customers or end-users such significance that a change in our established to these price increases could negatively impact supply relationships may cause disruption in the our anticipated sales, profitability, manufacturing marketplace, a temporary price imbalance, or both. volumes, and/or inventory levels. Changes in our relationships with suppliers or 10 BLACK & DECKER
  • 12. • The inability to generate sufficient cash flows manufacturing failures, telephone or information technology (IT) system failure, computer viruses to support operations and other activities could or other third-party tampering with IT systems, prevent future growth and success. Our inability could halt or delay manufacturing and hinder our to generate sufficient cash flows to support capi- ability to ship in a timely manner or otherwise tal expansion, business acquisition plans, share routinely conduct business. Any of these events repurchases and general operating activities could could result in the loss of customers, a decrease negatively affect our operations and prevent our in revenue, or the incurrence of significant costs expansion into existing and new markets. Our to eliminate the problem or failure. ability to generate cash flows is dependent in part upon obtaining necessary financing at favorable • Our products could be subject to product liability interest rates. Interest rate fluctuations and other claims and litigation. We manufacture products capital market conditions may prevent us from that create exposure to product liability claims doing so. and litigation. If our products are not properly manufactured or designed, personal injuries or • Our success depends on our ability to improve property damage could result, which could subject productivity and streamline operations to control us to claims for damages. The costs associated or reduce costs. We are committed to continuous with defending product liability claims and payment productivity improvement and continue to evaluate of damages could be substantial. Our reputation opportunities to reduce fixed costs, simplify or could also be adversely affected by such claims, improve processes, and eliminate excess capac- whether or not successful. ity. We have also undertaken restructuring and integration actions as described in Note 20 of • Our products could be recalled. The Consumer Notes to Consolidated Financial Statements and Product Safety Commission or other applicable in “Management’s Discussion and Analysis of regulatory bodies may require the recall, repair Financial Condition and Results of Operations”. or replacement of our products if those products The ultimate savings realized from restructuring are found not to be in compliance with applicable and integration actions may be mitigated by many standards or regulations. A recall could increase factors, including economic weakness, competitive costs and adversely impact our reputation. pressures, and decisions to increase costs in areas • We may have additional tax liabilities. We are such as promotion or research and development subject to income taxes in the United States and above levels that were otherwise assumed. Our numerous foreign jurisdictions. Significant judg- failure to achieve projected levels of efficiencies ment is required in determining our worldwide and cost reduction measures and to avoid delays provision for income taxes. In the ordinary course in or unanticipated inefficiencies resulting from of our business, there are many transactions and manufacturing and administrative reorganiza- calculations where the ultimate tax determination tion actions in progress or contemplated would is uncertain. We are regularly under audit by tax adversely affect our results of operations. authorities. Although we believe our tax estimates • The inability to successfully integrate the are reasonable, the final outcome of tax audits and operations of acquired businesses or to identify any related litigation could be materially different new acquisition opportunities could negatively than that which is reflected in historical income impact our prospect for future growth and prof- tax provisions and accruals. Based on the status itability. We expend significant resources on of a given tax audit or related litigation, a material identifying opportunities to acquire new lines of effect on our income tax provision or net income business and companies that could contribute may result in the period or periods from initial to our success and expansion into existing and recognition in our reported financial results to new markets. Our inability to successfully identify the final closure of that tax audit or settlement of a cquisition opportunities, integrate the operations related litigation when the ultimate tax and related of acquired businesses, or realize the anticipated cash flow is known with certainty. cost savings, synergies and other benefits related • We are subject to current environmental and to the acquisition of those businesses could have other laws and regulations. We are subject to a material adverse effect on our business, financial environmental laws in each jurisdiction in which condition and future growth. Acquisitions may also we conduct business. Some of our products in- have a material adverse effect on our operating corporate substances that are regulated in some results due to large write-offs, contingent liabilities, jurisdictions in which we conduct manufacturing substantial depreciation, or other adverse tax or operations. We could be subject to liability if we audit consequences. do not comply with these regulations. In addition, • Failures of our infrastructure could have a we are currently and may, in the future, be held material adverse effect on our business. We responsible for remedial investigations and clean- are heavily dependent on our infrastructure. Sig- up costs resulting from the discharge of hazard- nificant problems with our infrastructure, such as ous substances into the environment, including 11 BLACK & DECKER
  • 13. sites that have never been owned or operated could adversely affect our results of operations. We have outstanding variable-rate and fixed-rate by us but at which we have been identified as a borrowings. To meet our cash requirements, we potentially responsible party under federal and may incur additional borrowings in the future state environmental laws and regulations. Changes u nder our existing or future borrowing facilities. in environmental and other laws and regulations An increase in interest rates could adversely affect in both domestic and foreign jurisdictions could our results of operations. adversely affect our operations due to increased costs of compliance and potential liability for • We operate a global business that exposes non-compliance. us to additional risks. Our sales outside of the • If our goodwill or indefinite-lived intangible United States accounted for approximately 36% of assets become impaired, we may be required to our consolidated net revenue in 2006. We continue record a significant charge to earnings. Under to expand into foreign markets. The future growth U nited States generally accepted accounting and profitability of our foreign operations are subject to a variety of risks and uncertainties, p rinciples, goodwill and indefinite-lived intangible such as tariffs, nationalization, exchange controls, assets are not amortized but are reviewed for interest rate fluctuations, civil unrest, governmen- i mpairment on an annual basis or more frequently tal changes, limitations on foreign investment in whenever events or changes in circumstances local business and other political, economic and i ndicate that their carrying value may not be recov- regulatory risks inherent in conducting business erable. We may be required to record a significant internationally. Over the past several years, such charge to earnings in our financial statements factors have become increasingly important as a during the period in which any impairment of result of our higher percentage of manufactur- our goodwill or indefinite-lived intangible assets is ing in China, Mexico and the Czech Republic and determined, resulting in an impact on our results purchases of products and components from of operations. foreign countries. • Changes in accounting may affect our reported • Catastrophic events may disrupt our business. earnings. For many aspects of our business, Unforeseen events, including war, terrorism and United States generally accepted accounting other international conflicts, public health issues, principles, including pronouncements, implemen- and natural disasters such as earthquakes, tation guidelines, and interpretations, are highly h urricanes or other adverse weather and climate complex and require subjective judgments. Changes conditions, whether occurring in the United States in these accounting principles, including their or abroad, could disrupt our operations, disrupt interpretation and application, could significantly the operations of our suppliers or customers, or change our reported earnings, adding significant result in political or economic instability. These volatility to our reported results without a compa- events could reduce demand for our products and rable underlying change in our cash flows. make it difficult or impossible for us to manufac- • We are exposed to adverse changes in currency ture our products, deliver products to customers, exchange rates, raw material commodity prices or or to receive products from suppliers. interest rates, both in absolute terms and relative The foregoing list is not exhaustive. There can be to competitors’ risk profiles. We have a number no assurance that we have correctly identified of manufacturing sites throughout the world and and appropriately assessed all factors affecting sell our products in more than 100 countries. our business or that the publicly available and As a result, we are exposed to movements in the other information with respect to these matters exchange rates of various currencies against the is complete and correct. Additional risks and United States dollar and against the currencies of uncertainties not presently known to us or that countries in which we have manufacturing facili- we currently believe to be immaterial also may ties. We believe our most significant foreign cur- adversely impact our business. Should any risks rency exposures are the euro, pound sterling and or uncertainties develop into actual events, these Chinese renminbi. A decrease in the value of the developments could have material adverse effects euro and pound sterling relative to the U.S. dollar on our business, financial condition, and results could adversely affect our results of operations. of operations. An increase in the value of the Chinese renminbi relative to the U.S. dollar could adversely affect ITEM 2. PROPERTIES our results of operations. We utilize materials in the manufacturing of our products that include The Corporation operates 41 manufacturing facili- certain components and raw materials that are ties around the world, including 25 located outside subject to commodity price volatility. We believe of the United States in 9 foreign countries. The our most significant commodity-related exposures major properties associated with each business are to steel, resins, copper, aluminum, and zinc. segment are listed in “Narrative Description of the An increase in the market prices of these items Business” in Item 1(c) of Part I of this report. 12 BLACK & DECKER