--Long-term IDR at 'BBB';

--Short-term IDR at 'F2';

--$1 billion Commercial Paper Program at 'F2';

--$1 billion Revolving Credit Facilities at 'BBB';

--$225 million Bank Term Loans at 'BBB';

--$1.3 billion Senior Unsecured Notes at 'BBB'.

Fitch has also affirmed Black & Decker Holdings LLC's (BDH) long-term IDR and $150 million senior unsecured notes at 'BBB'.

The Rating Outlook is Negative.

The ratings reflect Fitch's expectations that BDK will withstand the current weak global economic environment due to its strong market positions, its efforts to reduce expenses, preserve liquidity, and generate cash, and a more benign commodity environment. However, operating trends will likely remain weak into 2010.

The Negative Rating Outlook reflects:

--global economic weakness;

--the domestic housing environment, which remains poor with weak new and existing home sales, falling home prices and tight credit markets;

--falling commercial activity in 2009 with the expectation of continued weakness into 2010;

--declining residential alteration and repair outlays.

While the housing environment appears to be bottoming in the U.S., an anemic recovery may be all that can be expected with unemployment remaining high and consumer spending restrained. The Outlook also reflects the potential for credit metrics to deteriorate and remain weakened for a prolonged time despite the expectation that debt will be reduced considerably over the next couple of years.

Declines in sales beyond the expected drop of 24% in 2009, continuing decreases in sales in 2010, margin pressure, which reduces operating margins below mid-single digits, and no visibility as to an end of operating weakness could result in a downgrade. Key to any further rating action will be BDK's ability to sustain reasonable cash flow generation in the face of weakness throughout its operating segments.

BDK produces discretionary consumer products and as expected has experienced strong revenue declines since the global recession began in late 2008. Double digit revenue declines have occurred since the fourth quarter of 2008 and Fitch expects that it will continue to so during 2009, although the fourth quarter should experience a slower rate of decline due to an easier comparison with the fourth quarter of 2008.