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)   April 12, 2005



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 April 12, 2005, the Corporation announced that it expects to report 15% sales growth for the first quarter of 2005, excluding currency translation and acquisitions, and that it expects to report sales growth of 39% including currency translation and acquisitions. On April 12, 2005, the Corporation also announced that it expects its first quarter diluted earnings per share from continuing operations, excluding the favorable impact of an insurance settlement, will be in the $1.33-to-$1.35 range, versus prior guidance of $1.05-to-$1.10; that the increase in earnings for the first quarter will increase full-year results by a similar amount; and that it is comfortable with securities analysts’ mean EPS estimate of $1.67 for the second quarter. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation’s related press release dated April 12, 2005. 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 provided expected sales growth excluding the effect of currency translation and acquisitions and anticipated earnings per share excluding the favorable impact of an insurance settlement. The Corporation believes that this information is helpful in understanding period-over-period operating results separate and apart from these items that may have a disproportional positive impact on the Corporation’s results of operations. Additionally, the Corporation uses these non-GAAP measures to evaluate its past performance as well as prospects for its future performance.

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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99      Press Release of the Corporation dated April 12, 2005.

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

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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 1(g) of Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004.

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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: April 12, 2005

EX-99

Contact:              Barbara B. Lucas
Senior Vice President
Public Affairs
410-716-2980

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

FOR IMMEDIATE RELEASE: Tuesday, April 12, 2005

Subject:       Black & Decker Increases EPS Guidance for First Quarter and Full Year 2005

Towson, MD – The Black & Decker Corporation (NYSE: BDK) today announced that, due to continuing strong sales, especially in its North American Power Tools and Accessories business, the Corporation expects to report 15% sales growth for the first quarter of 2005, excluding currency translation and acquisitions. Including currency translation and acquisitions, it expects to report sales growth of 39%.

        As a result, the Corporation expects that first-quarter diluted earnings per share from continuing operations will be in the range of $1.33-to-$1.35, excluding the favorable impact of an insurance settlement. This represents an increase from previous guidance of $1.05-to-$1.10 and versus $0.93 in the first quarter of 2004. The Corporation expects that the increase in earnings guidance for the first quarter will increase full-year results by a similar amount, and is comfortable with securities analysts’ mean EPS estimate of $1.67 for the second quarter.

        As indicated above, the Corporation received a cash payment of approximately $55 million in March resulting from settlement of environmental and product liability coverage litigation with an insurer. The positive impact of this settlement on first-quarter diluted earnings per share will be approximately $0.43. Including the insurance settlement, the Corporation expects first-quarter diluted earnings per share from continuing operations to be in the range of $1.76-to-$1.78.

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        The Corporation will discuss the outlook for the remainder of 2005 in further detail during a conference call on Thursday, April 28, 2005, following the release of its first-quarter 2005 results. The call is scheduled to begin at 10:00 a.m., E.T., and will be webcast “live” over the Internet. Investors can listen to the call by visiting http://www.bdk.com and clicking on the icon labeled “Live Webcast.” It is recommended that listeners log-in at least ten minutes prior to the beginning of the call to ensure timely access. A webcast replay of the conference 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 “Forward-Looking Statements” 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, 2004.

        This release 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 are appropriate to enhance the understanding of its past performance as well as prospects for its future performance. The reference in this press release to an expected 15% sales growth for the first quarter of 2005 excludes expected increases of 22% from acquisitions and 2% from currency translation.

        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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