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)   July 25, 2008



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 July 25, 2008, the Corporation reported its earnings for the three- and six-month periods ended June 29, 2008. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation’s related press release dated July 25, 2008. 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.

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 July 25, 2008.

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, 2007.

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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: July 25, 2008

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, July 25, 2008

Subject:       Black & Decker Reports $1.58 Earnings Per Share for Second Quarter 2008; Declares Regular
                     Quarterly Cash Dividend

Towson, MD – The Black & Decker Corporation (NYSE: BDK) today announced that net earnings for the second quarter of 2008 were $96.7 million or $1.58 per diluted share, versus $118.0 million or $1.75 per diluted share for the second quarter of 2007.

        Sales decreased 3% for the quarter to $1.6 billion, including a positive 5% impact from foreign currency translation. Free cash flow was $157 million for the second quarter and $46 million year-to-date.

        Nolan D. Archibald, Chairman and Chief Executive Officer, commented, “Black & Decker’s operating performance this quarter met our expectations, despite ongoing challenges in key markets and rising commodity costs. A favorable tax rate contributed approximately $0.12 to diluted earnings per share for the quarter, enabling us to exceed our EPS guidance. Weak demand in the U.S. and slowing conditions in parts of Western Europe, however, resulted in lower sales and earnings than in 2007.

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        “Sales in the Power Tools and Accessories segment decreased 10% for the quarter. In the U.S. Industrial Products Group, sales decreased at a double-digit rate, reflecting the continued slowdown in residential construction and remodeling. In the U.S. Consumer Products Group, sales decreased more than 25%. Lower demand was compounded by the ongoing effect of lost pressure washer listings and the impact of the transition from Firestorm® to Porter-Cable® branded products at a key customer. This transition, plus other product listing gains and favorable comparisons, should help the U.S. businesses narrow the sales decline in the second half. In Europe, sales decreased at a mid single-digit rate, due to slowing economic conditions in parts of Western Europe, partly offset by growth in Eastern Europe. Latin American sales continued to grow more than 20%, and operations in Canada and Asia also posted sales gains. Operating margin decreased to 7.9% for the Power Tools and Accessories segment, driven by lower sales volume and component cost inflation.

        “Sales in the Hardware and Home Improvement segment decreased 5% for the quarter. This represents an improvement versus the first quarter, partly due to order timing. Sales of Kwikset® and Weiser® products in the U.S. decreased at a mid single-digit rate, with strong results at a key customer mitigating the impact of the housing downturn in other channels. The U.S. faucet business had a low single-digit rate of sales decline, as reductions in the construction channel were largely offset by improvement at retail. Operating margin in the Hardware and Home Improvement segment decreased from the 2007 level to 9.3%, also primarily due to lower volume, but improved sequentially versus the first quarter.

        “In the Fastening and Assembly Systems segment, sales were flat for the quarter. North American sales decreased due to a sharp decline in automotive production levels. All other geographic regions posted strong growth. The segment’s operating margin increased slightly to 16.0% for the quarter.

        “We are pleased with the $157 million of free cash flow generated in the second quarter. Historically, our cash generation is stronger in the second half than the first, and therefore, we continue to expect a 100% conversion rate of full-year net earnings to free cash flow. We repurchased approximately one million shares of stock, at a cost well below the average closing price for the quarter. Through the first six months, we have repurchased nearly three million shares, or 5% of the shares outstanding.

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        “Looking ahead, we recognize the challenging environment, and continue to expect a mid-to-high single-digit rate of organic sales decline for the third quarter and full year. Our cost reduction efforts remain on track, but the forecast for component inflation has increased somewhat since our April estimate. Therefore, we now expect full-year diluted EPS in the range of $5.25-to-$5.45 per share, excluding the first-quarter restructuring charge of $0.20 per share. For the third quarter, we expect diluted EPS in the range of $1.30-to-$1.40.

        “Two years into a severe downturn, Black & Decker still delivers solid profitability, generates outstanding cash flow, and maintains a strong balance sheet. We continue to launch innovative new products and leverage our leading brands across the globe. Our management team is taking the right steps to reduce costs in difficult times and to position the company for growth when our markets turn around. We believe the disciplined execution of our strategy will create lasting value for our shareholders.”

        The Corporation also announced that its Board of Directors declared a quarterly cash dividend of $0.42 per share of the Corporation’s outstanding common stock payable September 26, 2008, to stockholders of record at the close of business on September 12, 2008.

        The Corporation will hold a conference call today at 10:00 a.m., E.T., to discuss second-quarter results and the outlook for the remainder of 2008. 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, 2007.

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        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
	June 29, 2008				July 1, 2007
SALES	$	1,641.	7	$		1,699.	9
Cost of goods sold		1,104.	5			1,112.	0
Selling, general, and administrative expenses		399.	5			401.	3
OPERATING INCOME		137.	7			186.	6
Interest expense (net of interest income)		14.	8			20.	0
Other expense		.	4			.	2
EARNINGS BEFORE INCOME TAXES		122.	5			166.	4
Income taxes		25.	8			48.	4
NET EARNINGS	$	96.	7		$	118.	0
NET EARNINGS PER COMMON SHARE - BASIC	$	1.6	1		$	1.8	0
Shares Used in Computing Basic Earnings Per Share (in Millions)		60.	1			65.	6
NET EARNINGS PER COMMON SHARE - ASSUMING DILUTION	$	1.5	8		$	1.7	5
Shares Used in Computing Diluted Earnings Per Share (in Millions)		61.	3			67.	5

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

	Six Months Ended
	June 29, 2008			July 1, 2007
SALES	$	3,137.	5	$	3,277.	1
Cost of goods sold		2,082.	8		2,128.	6
Selling, general, and administrative expenses		794.	1		792.	3
Restructuring and exit costs		18.	3		—
OPERATING INCOME		242.	3		356.	2
Interest expense (net of interest income)		31.	3		41.	5
Other expense		.	4		1.	3
EARNINGS BEFORE INCOME TAXES		210.	6		313.	4
Income taxes		46.	5		87.	3
NET EARNINGS	$	164	.1	$	226	.1
NET EARNINGS PER COMMON SHARE - BASIC	$	2.7	2	$	3.4	6
Shares Used in Computing Basic Earnings Per Share (in Millions)		60.	3		65.	4
NET EARNINGS PER COMMON SHARE - ASSUMING DILUTION	$	2.6	7	$	3.3	6
Shares Used in Computing Diluted Earnings Per Share (in Millions)		61.	5		67.	3

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

	July 29, 2008			December 31, 2007
ASSETS
Cash and cash equivalents	$	287	.6	$	254	.7
Trade receivables		1,247	.0		1,109	.4
Inventories		1,106	.6		1,145	.8
Other current assets		369	.2		329	.6
TOTAL CURRENT ASSETS		3,010	.4		2,839	.5
PROPERTY, PLANT, AND EQUIPMENT		584	.8		596	.2
GOODWILL		1,221	.3		1,212	.9
OTHER ASSETS		735	.3		762	.3
	$	5,551	.8	$	5,410	.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings	$	309	.5	$	329	.7
Current maturities of long-term debt			.2			.2
Trade accounts payable		537	.5		504	.6
Other current liabilities		1,002	.4		1,046	.3
TOTAL CURRENT LIABILITIES		1,849	.6		1,880	.8
LONG-TERM DEBT		1,401	.4		1,179	.1
POSTRETIREMENT BENEFITS		314	.4		311	.3
OTHER LONG-TERM LIABILITIES		540	.0		581	.0
STOCKHOLDERS' EQUITY		1,446	.4		1,458	.7
	$	5,551	.8	$	5,410	.9

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

	Reportable Business Segments
Three Months Ended June 29, 2008	Power Tools & Accessories			Hardware & Home Improvement			Fastening & Assembly Systems			Total			Currency Translation Adjustments			Corporate, Adjustments, & Eliminations			Consolidated
Sales to unaffiliated customers	$	1,150	.1	$	241	.4	$	183	.4	$	1,574	.9	$	66	.8	$	—		$	1,641	.7
Segment profit (loss) (for Consoli-
dated, operating income)		91	.1		22	.5		29	.4		143	.0		11	.6		(16	.9)		137	.7
Depreciation and amortization		24	.9		5	.9		5	.6		36	.4		1	.2			.6		38	.2
Capital expenditures		16	.7		4	.7		5	.3		26	.7			.8		1	.3		28	.8
Three Months Ended July 1, 2007
Sales to unaffiliated customers	$	1,273	.8	$	254	.8	$	182	.8	$	1,711	.4	$	(11	.5)	$	—		$	1,699	.9
Segment profit (loss) (for Consoli-
dated, operating income)		158	.7		30	.7		28	.9		218	.3		(1	.5)		(30	.2)		186	.6
Depreciation and amortization		25	.2		6	.0		5	.5		36	.7		(	.3)			.7		37	.1
Capital expenditures		14	.9		5	.9		4	.9		25	.7		(	.2)		1	.0		26	.5
Six Months Ended June 29, 2008
Sales to unaffiliated customers	$	2,208	.2	$	453	.7	$	369	.9	$	3,031	.8	$	105	.7	$	—		$	3,137	.5
Segment profit (loss) (for Consoli-
dated, operating income before
restructuring and exit costs)		178	.3		38	.4		58	.3		275	.0		19	.7		(34	.1)		260	.6
Depreciation and amortization		47	.4		10	.8		11	.0		69	.2		2	.0			.7		71	.9
Capital expenditures		31	.8		10	.0		9	.3		51	.1		1	.3		1	.4		53	.8
Six Months Ended July 1, 2007
Sales to unaffiliated customers	$	2,451	.3	$	502	.9	$	361	.6	$	3,315	.8	$	(38	.7)	$	—		$	3,277	.1
Segment profit (loss) (for Consoli-
dated, operating income)		305	.0		58	.9		57	.5		421	.4		(5	.5)		(59	.7)		356	.2
Depreciation and amortization		50	.0		13	.2		10	.6		73	.8		(	.8)		1	.3		74	.3
Capital expenditures		27	.9		10	.7		7	.3		45	.9		(	.4)		1	.1		46	.6

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						Six Months Ended
	June 29, 2008			July 1, 2007			June 29, 2008			July 1, 2007
Segment profit for total reportable business segments	$	143	.0	$	218	.3	$	275	.0	$	421	.4
Items excluded from segment profit:
Adjustment of budgeted foreign exchange rates to
actual rates		11	.6		(1	.5)		19	.7		(5	.5)
Depreciation of Corporate property		(	.6)		(	.3)		(	.7)		(	.5)
Adjustment to businesses' postretirement benefit
expenses booked in consolidation		(1	.0)		(5	.0)		(1	.9)		(9	.8)
Other adjustments booked in consolidation directly
related to reportable business segments		(1	.1)		(4	.9)		(3	.3)		(3	.6)
Amounts allocated to businesses in arriving at segment
profit in excess of (less than) Corporate center operating
expenses, eliminations, and other amounts identified above		(14	.2)		(20	.0)		(28	.2)		(45	.8)
Operating income before restructuring and exit costs		137	.7		186	.6		260	.6		356	.2
Restructuring and exit costs		—			—			18	.3		—
Operating income		137	.7		186	.6		242	.3		356	.2
Interest expense, net of interest income		14	.8		20	.0		31	.3		41	.5
Other expense			.4			.2			.4		1	.3
Earnings before income taxes	$	122	.5	$	166	.4	$	210	.6	$	313	.4

BASIS OF PRESENTATION:

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 products, and electric cleaning, automotive, lighting, and household 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; and for the sale of plumbing products to customers outside the United States and Canada. 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 before restructuring and exit costs). 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 Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007, 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 2008. 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 addition, segment profit excludes restructuring and exit costs. 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 financing 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.

Impact of favorable tax rate:

        This press release indicates that a favorable tax rate contributed approximately $0.12 to diluted earnings per share for the quarter, enabling the Corporation to exceed its guidance. That $0.12 contribution to diluted earnings per share was computed utilizing the 27% effective income tax rate inherent in the Corporation’s second quarter earnings guidance. A computation of the $0.12 follows (amounts in millions, except per share amounts):

	Three Months Ended
	June 29, 2008
Earnings before income taxes		$	122.	5
Computed income tax expense at 27% effective
income tax rate assumed in the second quarter
2008 earnings guidance		$	33.	1
Less: Income tax expense			25.	8
Computed income tax benefit		$	7.	3
Shares used in computing diluted earnings per share			61.	3
Computed benefit per diluted share - actual tax
expense less than taxes computed at 27% effective
income tax rate		$	0.1	2

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 six months ended June 29, 2008, is as follows (dollars in millions):

	Three Months Ended				Six Months Ended
		June 29, 2008				June 29, 2008
Cash flow from operating activities		$	185	.2		$	98	.3
Capital expenditures			(28	.8)			(53	.8)
Proceeds from disposals of assets				.8			1	.6
Free cash flow		$	157	.2		$	46	.1

Diluted earnings per share, excluding the restructuring charge, for the full year 2008:

        This press release includes a forward-looking statement with respect to management’s expectation that the Corporation’s diluted earnings per share would range from $5.25 to $5.45 for the full year, excluding the impact of the first quarter restructuring charge of $18.3 million pre-tax ($12.2 million after-tax), or $0.20 per share.  Management’s expectation is that the Corporation’s diluted earnings per share would range from $5.05 to $5.25 for the full year, including the impact of the first quarter restructuring charge.