8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   October 25, 2007



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

Maryland
(State or other jurisdiction
  of incorporation) 1-1553
(Commission File Number) 52-0248090
(IRS Employer
 Identification No.)

701 East Joppa Road, Towson, Maryland
(Address of principal executive offices)   21286
(Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report.)

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

[ ]
[ ]
[ ]
[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act   (17 CFR 240.13e-4(c))

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION;
ITEM 7.01 REGULATION FD DISCLOSURE.
On October 25, 2007, the Corporation reported its earnings for the three- and nine-month periods ended September 30, 2007. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation’s related press release dated October 25, 2007. The information furnished under Items 2.02 and 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in a filing.

NON-GAAP FINANCIAL MEASURES
The press release attached as Exhibit 99 contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Corporation believes that these non-GAAP financial measures provide information that is useful to the users of its financial information regarding the Corporation’s financial condition and results of operations. Additionally, the Corporation uses these non-GAAP measures to evaluate its past performance, reportable business segments, and prospects for future performance. The Corporation believes it is appropriate to present this non-GAAP financial information for the following reasons:

o The Corporation provides certain measures of operating results, net earnings, and earnings per share adjusted to exclude certain costs, expenses, and gains and losses. The Corporation believes that this information is helpful in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportional positive or negative impact on the Corporation’s results of operations in any particular period. The Corporation also utilizes certain of these measures to compensate certain management personnel of the Corporation.

o In addition to measuring its cash flow generation and usage based upon operating, investing, and financing activities classifications established under accounting principles generally accepted in the United States, the Corporation also measures its free cash flow. Free cash flow is a measure commonly employed by credit providers, and the Corporation believes free cash flow provides supplemental information about the Corporation’s ability to fund its working capital needs and capital expenditures, and to pay interest and service debt. The Corporation defines free cash flow as cash flow from operating activities, less capital expenditures, plus proceeds from the disposal of assets (excluding proceeds from business sales).

While the Corporation believes that these non-GAAP financial measures are useful in evaluating the Corporation, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from similar measures presented by other companies.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99         Press Release of the Corporation dated October 25, 2007.

Exhibit 99 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in a filing.

FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are intended to come within the safe harbor protection provided by those statutes. By their nature, all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Corporation’s actual results are identified in Item 1A of Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006.

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THE BLACK & DECKER CORPORATION

S I G N A T U R E S

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

THE BLACK & DECKER CORPORATION


By: /s/ CHRISTINA M. MCMULLEN                  
        Christina M. McMullen
        Vice President and Controller

Date: October 25, 2007

EX-99

Contact: Mark M. Rothleitner
Vice President
Investor Relations and Treasurer
410-716-3979

Roger A. Young
Vice President
Investor and Media Relations
410-716-3979

FOR IMMEDIATE RELEASE: Thursday, October 25, 2007

Subject:       Black & Decker Reports $1.59 Earnings Per Share for Third Quarter 2007 and Free Cash Flow of
                    $413 Million Year-to-Date

Towson, MD – The Black & Decker Corporation (NYSE: BDK) today announced that net earnings for the third quarter of 2007 were $104.6 million or $1.59 per diluted share, versus the Corporation’s guidance for $1.40-to-$1.45 per diluted share. Net earnings were $125.1 million or $1.74 per diluted share for the third quarter of 2006.

        Sales increased 1% for the quarter to $1.6 billion. Foreign currency translation had a positive 2% impact on sales. Free cash flow was $413 million year-to-date, versus $320 million for the first nine months of 2006.

        Nolan D. Archibald, Chairman and Chief Executive Officer, commented, “Solid growth in many of our businesses, combined with favorable currency, enabled Black & Decker to increase sales despite weak markets in North America. As projected, EPS declined from the prior year level, due in large part to commodity inflation. EPS exceeded our guidance, however, primarily because of better sales.

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        “Sales in the Power Tools and Accessories segment decreased 3% for the quarter. This reflected lower sales in North America, mitigated by outstanding results in other regions. Sales in the U.S. Industrial Products Group decreased at a mid single-digit rate, primarily due to weakness in the industrial and construction channel. In the U.S. Consumer Products Group, sales decreased at a double-digit rate. This business experienced only a modest decline in sell-through at home improvement retailers. Order rates, however, decreased significantly, largely due to timing of new product launches and weakness in our automotive and electronic portfolio. Our European business posted a double-digit rate of sales increase, its best organic growth in many years. Sales in the rest of the world also increased at a double-digit rate, with strong gains in both Latin America and Asia. The negative effects of commodity inflation and lower sales volume, primarily in the U.S. consumer business, resulted in operating margin decreasing to 10.2% for the Power Tools and Accessories segment.

        “Sales in the Hardware and Home Improvement segment increased 6% for the quarter. The lockset business posted sales growth despite the U.S. housing slowdown, driven by price increases and Kwikset’s SmartSeries products. The Price Pfister faucet business benefited from successful new products at a key retailer and grew sales at a double-digit rate for the second straight quarter. Operating margin in the Hardware and Home Improvement segment decreased to 12.3% due to commodity inflation and costs to support new product listings.

        “Sales in the Fastening and Assembly Systems segment increased 7% for the quarter. Continued strength in Asia was complemented by strong equipment sales in the global automotive division. Operating margin in this segment increased to 15.5% for the quarter, reflecting volume leverage and favorable mix.

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        “Cash generation and stewardship of capital continue to be core strengths for Black & Decker. We generated $113 million of free cash flow in the third quarter, bringing the year-to-date total to $413 million. This remains well above the level through the first nine months of 2006, even after adjusting for an income tax payment in 2006 related to the repatriation of foreign earnings. Over the past five years, we have consistently set new records for free cash flow and used it effectively for acquisitions, share repurchases and dividends to enhance shareholder value. As we announced last week, Black & Decker repurchased 4.3 million shares of stock this quarter. In addition, our Board of Directors increased the share repurchase authorization by 4.0 million shares, leaving approximately 4.9 million shares authorized for repurchase. This decision reflects the Board’s confidence in our future cash flow and ability to deploy it wisely.

        “Looking ahead, we do not expect near-term improvement in the U.S. housing industry or a particularly robust holiday season. However, we should benefit from new product launches and a favorable comparison to the fourth quarter of 2006, when our customers dramatically reduced their inventory levels. For the fourth quarter, we expect that sales will increase, with modest organic growth and positive foreign currency translation. We expect diluted EPS to increase in the fourth quarter, to a range of $1.55-to-$1.65 per share. Due to our third-quarter performance, we are raising our full-year guidance for diluted EPS to the range of $6.50-to-$6.60. We also expect to convert over 100% of full-year net earnings to free cash flow.

        “Black & Decker has successfully executed a strategy to become a more balanced company. These efforts have helped us weather the U.S. housing slowdown and minimize the volatility of our results. In a year when U.S. housing starts will likely decrease more than 20%, we expect to report sales growth and roughly flat EPS. With new products such as DEWALT’s expanded Nano™ offerings, the Black & Decker VPX™ line and Kwikset’s SmartKey™, our widely-recognized innovation advantage is as strong as ever. We have built value for our shareholders through the effective use of cash, and will continue to be disciplined stewards of capital. We have strong prospects for the future and plan to deliver outstanding returns to our shareholders.”

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        The Corporation will hold a conference call today at 10:00 a.m., E.T., to discuss third-quarter results and the outlook for the remainder of 2007. Investors can listen to the conference call by visiting http://www.bdk.com and clicking on the icon labeled “Live Webcast.” Listeners should log-in at least ten minutes prior to the beginning of the event to ensure timely access. A replay of the call will be available at http://www.bdk.com.

        This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. By their nature, all forward-looking statements involve risks and uncertainties. For a more detailed discussion of the risks and uncertainties that may affect Black & Decker’s operating and financial results and its ability to achieve the financial objectives discussed in this press release, interested parties should review the “Risk Factors” sections in Black & Decker’s reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2006. This release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Included with this release is a reconciliation of the differences between these non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP.

        Black & Decker is a leading global manufacturer and marketer of power tools and accessories, hardware and home improvement products, and technology-based fastening systems.

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THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(Dollars in Millions Except Per Share Amounts)

	Three Months Ended
	September 30, 2007			October 1, 2006
SALES	$	1,633.	6	$	1,610.	2
Cost of goods sold		1,077.	7		1,052.	1
Selling, general, and administrative expenses		391.	4		365.	6
OPERATING INCOME		164.	5		192.	5
Interest expense (net of interest income)		19.	9		20.	7
Other expense		.	9		.	9
EARNINGS BEFORE INCOME TAXES		143.	7		170.	9
Income taxes		39.	1		45.	8
NET EARNINGS	$	104.	6	$	125.	1
NET EARNINGS PER COMMON SHARE - BASIC	$	1.6	3	$	1.7	9
Shares Used in Computing Basic Earnings Per Share (in Millions)		64.	2		70.	1
NET EARNINGS PER COMMON SHARE - ASSUMING DILUTION	$	1.5	9	$	1.7	4
Shares Used in Computing Diluted Earnings Per Share (in Millions)		65.	8		71.	9

THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(Dollars in Millions Except Per Share Amounts)

	Nine Months Ended
	September 30, 2007			October 1, 2006
SALES	$	4,910.	7	$	4,836.	0
Cost of goods sold		3,206.	3		3,131.	2
Selling, general, and administrative expenses		1,183.	7		1,117.	8
OPERATING INCOME		520.	7		587.	0
Interest expense (net of interest income)		61.	4		51.	9
Other expense		2.	2		1.	8
EARNINGS BEFORE INCOME TAXES		457.	1		533.	3
Income taxes		126.	4		142.	9
NET EARNINGS	$	330.	7	$	390.	4
NET EARNINGS PER COMMON SHARE - BASIC	$	5.0	9	$	5.3	0
Shares Used in Computing Basic Earnings Per Share (in Millions)		65.	0		73.	7
NET EARNINGS PER COMMON SHARE - ASSUMING DILUTION	$	4.9	5	$	5.1	6
Shares Used in Computing Diluted Earnings Per Share (in Millions)		66.	8		75.	7

THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)

	September 30, 2007			December 31, 2006
ASSETS
Cash and cash equivalents	$	222	.1	$	233	.3
Trade receivables		1,241	.8		1,149	.6
Inventories		1,250	.4		1,063	.5
Other current assets		306	.4		257	.0
TOTAL CURRENT ASSETS		3,020	.7		2,703	.4
PROPERTY, PLANT, AND EQUIPMENT		586	.7		622	.2
GOODWILL		1,198	.7		1,195	.6
OTHER ASSETS		777	.9		726	.5
	$	5,584	.0	$	5,247	.7
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings	$	510	.5	$	258	.9
Current maturities of long-term debt			.2		150	.2
Trade accounts payable		653	.5		458	.5
Other current liabilities		978	.0		912	.0
TOTAL CURRENT LIABILITIES		2,142	.2		1,779	.6
LONG-TERM DEBT		1,169	.4		1,170	.3
POSTRETIREMENT BENEFITS		492	.2		482	.4
OTHER LONG-TERM LIABILITIES		723	.7		651	.8
STOCKHOLDERS' EQUITY		1,056	.5		1,163	.6
	$	5,584	.0	$	5,247	.7

THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION ABOUT BUSINESS SEGMENTS
(Millions of Dollars)

	Reportable Business Segments
Three Months Ended September 30, 2007	Power Tools & Accessories			Hardware & Home Improvement			Fastening & Assembly Systems			Total			Currency Translation Adjustments			Corporate, Adjustments, & Eliminations			Consolidated
Sales to unaffiliated customers	$	1,159	.7	$	266	.5	$	170	.4	$	1,596	.6	$	37	.0	$	–		$	1,633	.6
Segment profit (loss) (for Consoli-
dated, operating income)		118	.5		32	.7		26	.3		177	.5		4	.9		(17	.9)		164	.5
Depreciation and amortization		24	.2		4	.6		5	.0		33	.8			.7			.5		35	.0
Capital expenditures		19	.4		4	.4		4	.8		28	.6			.6		(	.4)		28	.8
Three Months Ended October 1, 2006
Sales to unaffiliated customers	$	1,197	.9	$	252	.5	$	159	.7	$	1,610	.1	$		.1	$	–		$	1,610	.2
Segment profit (loss) (for Consoli-
dated, operating income)		145	.4		35	.6		22	.6		203	.6			.2		(11	.3)		192	.5
Depreciation and amortization		30	.1		6	.1		4	.7		40	.9		–				.6		41	.5
Capital expenditures		19	.3		4	.4		3	.1		26	.8		–				.1		26	.9
Nine Months Ended September 30, 2007
Sales to unaffiliated customers	$	3,550	.4	$	766	.7	$	519	.2	$	4,836	.3	$	74	.4	$	–		$	4,910	.7
Segment profit (loss) (for Consoli-
dated, operating income)		414	.6		90	.8		81	.2		586	.6		10	.8		(76	.7)		520	.7
Depreciation and amortization		72	.9		17	.8		15	.3		106	.0		1	.5		1	.8		109	.3
Capital expenditures		46	.8		15	.1		11	.8		73	.7		1	.0			.7		75	.4
Nine Months Ended October 1, 2006
Sales to unaffiliated customers	$	3,590	.3	$	766	.2	$	504	.9	$	4,861	.4	$	(25	.4)	$	–		$	4,836	.0
Segment profit (loss) (for Consoli-
dated, operating income)		461	.5		110	.6		73	.0		645	.1		(2	.4)		(55	.7)		587	.0
Depreciation and amortization		83	.1		18	.3		14	.3		115	.7		(	.7)		1	.7		116	.7
Capital expenditures		57	.9		9	.5		9	.0		76	.4		(	.4)			.2		76	.2

        The reconciliation of segment profit to the Corporation’s earnings before income taxes for each period, in millions of dollars, is as follows:

	Three Months Ended						Nine Months Ended
	September 30, 2007			October 1, 2006			September 30, 2007			October 1, 2006
Segment profit for total reportable business segments	$	177	.5	$	203	.6	$	586	.6	$	645	.1
Items excluded from segment profit:
Adjustment of budgeted foreign exchange rates to
actual rates		4	.9			.2		10	.8		(2	.4)
Depreciation of Corporate property		(	.2)		(	.2)		(	.7)		(	.7)
Adjustment to businesses' postretirement benefit
expenses booked in consolidation		(5	.0)		(6	.4)		(14	.8)		(18	.9)
Other adjustments booked in consolidation directly
related to reportable business segments		4	.6		5	.6		1	.0		1	.3
Amounts allocated to businesses in arriving at segment
profit in excess of (less than) Corporate center operating
expenses, eliminations, and other amounts identified above		(17	.3)		(10	.3)		(62	.2)		(37	.4)
Operating income		164	.5		192	.5		520	.7		587	.0
Interest expense, net of interest income		19	.9		20	.7		61	.4		51	.9
Other expense			.9			.9		2	.2		1	.8
Earnings before income taxes	$	143	.7	$	170	.9	$	457	.1	$	533	.3

BASIS OF PRESENTATION

Adoption of New Accounting Standard Relating to Income Taxes:

        As more fully described in Note 1 of Notes to Consolidated Financial Statements included in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006 (the 2006 Form 10-K), the Corporation was required to adopt FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, as of January 1, 2007, with any cumulative effect of the change in accounting principles recognized as an adjustment to opening retained earnings.

        FIN 48 provides guidance for the recognition, derecognition and measurement in financial statements of tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns. FIN 48 requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. If the tax position meets the more-likely-than-not recognition threshold, the tax effect is recognized at the largest amount of the benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

        FIN 48 permits an entity to recognize interest related to tax uncertainties as either income taxes or interest expense. FIN 48 also permits an entity to recognize penalties related to tax uncertainties as either income tax expense or within other expense classifications. As anticipated and consistent with its past practice, the Corporation recognized interest and penalties, if any, related to tax uncertainties as income tax expense upon adoption of FIN 48. The Corporation recognized the cumulative effect of the change in accounting principles required to adopt FIN 48 effective as of January 1, 2007, as a reduction of opening retained earnings in the amount of $7.3 million.

Business Segments:

        The Corporation operates in three reportable business segments: Power Tools and Accessories, Hardware and Home Improvement, and Fastening and Assembly Systems. The Power Tools and Accessories segment has worldwide responsibility for the manufacture and sale of consumer and industrial power tools and accessories, lawn and garden tools, and electric cleaning, automotive, and lighting products, as well as for product service. In addition, the Power Tools and Accessories segment has responsibility for the sale of security hardware to customers in Mexico, Central America, the Caribbean, and South America; for the sale of plumbing products to customers outside the United States and Canada; and for sales of household products. On March 1, 2006, the Corporation acquired Vector Products, Inc. This acquired business is included in the Power Tools and Accessories segment. The Hardware and Home Improvement segment has worldwide responsibility for the manufacture and sale of security hardware (except for the sale of security hardware in Mexico, Central America, the Caribbean, and South America). The Hardware and Home Improvement segment also has responsibility for the manufacture of plumbing products and for the sale of plumbing products to customers in the United States and Canada. The Fastening and Assembly Systems segment has worldwide responsibility for the manufacture and sale of fastening and assembly systems.

        The profitability measure employed by the Corporation and its chief operating decision maker for making decisions about allocating resources to segments and assessing segment performance is segment profit (for the Corporation on a consolidated basis, operating income). In general, segments follow the same accounting policies as those described in Note 1 of Notes to Consolidated Financial Statements included in Item 8 of the 2006 Form 10-K, except with respect to foreign currency translation and except as further indicated below. The financial statements of a segment’s operating units located outside of the United States, except those units operating in highly inflationary economies, are generally measured using the local currency as the functional currency. For these units located outside of the United States, segment assets and elements of segment profit are translated using budgeted rates of exchange. Budgeted rates of exchange are established annually and, once established, all prior period segment data is restated to reflect the current year’s budgeted rates of exchange. The amounts included in the preceding table under the captions “Reportable Business Segments” and “Corporate, Adjustments, & Eliminations” are reflected at the Corporation’s budgeted rates of exchange for 2007. The amounts included in the preceding table under the caption “Currency Translation Adjustments” represent the difference between consolidated amounts determined using those budgeted rates of exchange and those determined based upon the rates of exchange applicable under accounting principles generally accepted in the United States.

        Segment profit excludes interest income and expense, non-operating income and expense, adjustments to eliminate intercompany profit in inventory, and income tax expense. In determining segment profit, expenses relating to pension and other postretirement benefits are based solely upon estimated service costs. Corporate expenses, as well as certain centrally managed expenses, including expenses related to share-based compensation, are allocated to each reportable segment based upon budgeted amounts. While sales and transfers between segments are accounted for at cost plus a reasonable profit, the effects of intersegment sales are excluded from the computation of segment profit. Intercompany profit in inventory is excluded from segment assets and is recognized as a reduction of cost of goods sold by the selling segment when the related inventory is sold to an unaffiliated customer. Because the Corporation compensates the management of its various businesses on, among other factors, segment profit, the Corporation may elect to record certain segment-related expense items of an unusual or non-recurring nature in consolidation rather than reflect such items in segment profit. In addition, certain segment-related items of income or expense may be recorded in consolidation in one period and transferred to the various segments in a later period.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND REGULATION G DISCLOSURE:

        To supplement its consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (GAAP), the Corporation provides additional measures of operating results, net earnings, and earnings per share adjusted to exclude certain costs, expenses, and gains and losses. Also, in addition to measuring its cash flow generation and usage based upon operating, investing and financial activities classifications established under GAAP, the Corporation also measures its free cash flow. The Corporation believes that these non-GAAP financial measures are appropriate to enhance understanding of its past performance as well as prospects for its future performance.

        This press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. A reconciliation of the differences between these non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP follows.

Free cash flow:

        The calculation of free cash flow, which is defined by the Corporation as cash flow from operating activities, less capital expenditures, plus proceeds from the disposal of assets, for the three- and nine-month periods ended September 30, 2007 and the nine-month period ended October 1, 2006, follows (dollars in millions):

	Three Months Ended				Nine Months Ended
		September 30, 2007			September 30, 2007			October 1, 2006
Cash flow from operating activities		$	141	.6	$	484	.8	$	387	.3
Capital expenditures			(28	.8)		(75	.4)		(76	.2)
Proceeds from disposals of assets				.3		4	.0		9	.1
Free cash flow		$	113	.1	$	413	.4	$	320	.2