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)   December 14, 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 7.01     REGULATION FD DISCLOSURE;
ITEM 8.01     OTHER EVENTS.
On December 14, 2007, the Corporation announced that it was revising its earnings guidance for the fourth quarter and full year 2007 due to three separate developments. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation’s related press release dated December 14, 2007.

The information furnished under Items 7.01 and 8.01 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 a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Corporation believes that this non-GAAP financial measure provides 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 this non-GAAP measure to evaluate its past performance 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.

While the Corporation believes that this non-GAAP financial measure is 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, this non-GAAP financial measure 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 December 14, 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: December 14, 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: Friday, December 14, 2007

Subject:       Black & Decker Revises Earnings Guidance for Fourth Quarter and Full Year 2007

Towson, MD – The Black & Decker Corporation (NYSE: BDK) today announced that it is revising its earnings guidance for the fourth quarter and full year 2007 due to three separate developments.

        The Corporation expects to recall certain DEWALT® XRP™ cordless drills manufactured during the past 18 months and incur a pre-tax charge of approximately $25 million in the fourth quarter of 2007. This amount includes estimates of the costs to repair products returned by end-users and the impact of sales returns from distribution channels, but excludes any potential recovery from a component supplier. No injuries have been reported as a result of this issue.

        In addition, business conditions in North America have been worse than the Corporation had anticipated. As a result of this change and the anticipated recall, the Corporation now expects to report a low single-digit rate of sales decrease, excluding positive foreign currency translation, in the fourth quarter of 2007. The Corporation’s previous guidance was for modest organic sales growth. The change in the operating environment is expected to have a significant negative impact on operating income, compared to previous guidance.

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        Finally, the Corporation and the United States government have reached a settlement agreement on outstanding income tax litigation. As previously disclosed, if the IRS had prevailed in this case, it would have resulted in a cash outflow by the Corporation of approximately $180 million. The Corporation expects to make cash payments of approximately $50 million during 2008 related to this settlement. The Corporation also expects that the tax settlement will increase net earnings by approximately $150 million.

        As a result of these developments, the Corporation expects to report net earnings per diluted share of approximately $3.39 for the fourth quarter of 2007 and $8.27 for the full year. Excluding the favorable effect of the tax settlement, it expects diluted EPS of approximately $1.03 for the fourth quarter and $6.00 for the full year. The Corporation will provide further details, as well as guidance for 2008, when it announces its fourth-quarter results in January.

        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. This press release includes a forward-looking statement with respect to the Corporation’s expectation that its diluted earnings per share would be approximately $1.03 for the fourth quarter and $6.00 for the full year, excluding the effect of the tax settlement. These per share amounts are based on the Corporation’s estimate of net earnings per diluted share of approximately $3.39 for the fourth quarter of 2007 and $8.27 for the full year, less the approximate effect of the tax settlement of $2.36 per diluted share for the fourth quarter and $2.27 per diluted share for the full year.

        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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