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 15, 2006



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 15, 2006, the Corporation announced that it was decreasing its earnings per share guidance for the quarter and year ended December 31, 2006 due to lower-than-expected sales. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation’s related press release dated December 15, 2006.

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 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 any proceeds from business sales).

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 15, 2006.

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, 2005.

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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 15, 2006

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 15, 2006

Subject:     Black & Decker Decreases EPS Guidance for Fourth Quarter and Full Year 2006

Towson, MD – The Black & Decker Corporation (NYSE: BDK) today announced that, due to lower-than-expected sales, net earnings per diluted share are anticipated to be $1.30-to-$1.35 for the fourth quarter of 2006 and approximately $6.50 for the full year. The Corporation expects to report a sales decline of approximately 8% for the quarter, primarily because of weak conditions in the United States.

        Nolan D. Archibald, Chairman and Chief Executive Officer, commented, “The demand environment has weakened compared to recent quarters. In addition, orders from key retailers have decreased much more sharply than sell-through. Therefore, our U.S. sales have been significantly lower than we anticipated. We expect that the Power Tools and Accessories segment will report a double-digit rate of sales decrease for the quarter, driven by the U.S. business. The Hardware and Home Improvement segment and the Fastening and Assembly Systems segment will likely report that sales decreased at low-to-mid single digit rates. Although we have reduced our fixed cost base over the last several years, the magnitude of the sales shortfall in our higher-margin U.S. businesses will result in EPS well below our previous guidance.

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        “Looking ahead, we expect the housing market and weaker demand for discretionary goods will put pressure on our sales into 2007. While we do not expect that retailers will continue reducing inventory as they have this quarter, they will likely remain cautious. Considering this environment, ongoing commodity cost pressure and the strong results we posted in early 2006, we face significant challenges in the first half of 2007. We will provide detailed guidance for 2007 when we announce our fourth-quarter results in January.

        “We are disappointed that our end markets have weakened, but believe the execution of our strategy has positioned the company effectively. The heightened level of new product innovation that we achieved in 2006 will continue into 2007, and should bear fruit when demand recovers. Cost reduction efforts will remain a high priority in 2007. As a result of careful capital spending and inventory management, we expect to report over 100% conversion of net earnings to free cash flow for 2006. The company will continue its focus on cash generation. As always, we intend to deploy that cash with discipline and create value for our shareholders.”

        The Corporation will hold a conference call today at 10:00 a.m., E.T., to discuss the revised guidance for the fourth quarter. 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, 2005.

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        This release contains a forward-looking statement with respect to management’s expectation that it will convert at least 100% of net earnings to free cash flow for 2006. Free cash flow is a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Free cash flow is defined by the Corporation as cash flow from operating activities, less capital expenditures, plus proceeds from the disposal of assets (excluding proceeds from business sales). The conversion ratio excludes from free cash flow any tax payments associated with repatriating foreign earnings under the American Jobs Creation Act of 2004.

        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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