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Black & Decker Reports Record Sales and Earnings for Fourth Quarter and Full Year 2004; Generates Record $526 Million Free Cash Flow

    TOWSON, Md., Jan. 26 /PRNewswire-FirstCall/ -- The Black & Decker
Corporation (NYSE: BDK) today announced that net earnings from continuing
operations for the fourth quarter of 2004 were a record $133.7 million or
$1.60 per diluted share, versus $96.2 million or $1.23 per diluted share in
the fourth quarter of 2003.  Excluding restructuring charges in the prior
year, diluted earnings per share from continuing operations increased 22%.
For the full year 2004, net earnings from continuing operations were a record
$441.1 million or $5.40 per diluted share, versus $287.2 million or $3.68 per
diluted share in 2003.  Excluding restructuring charges in the prior year,
full-year diluted earnings per share from continuing operations increased 36%.
    Sales from continuing operations increased 29% for the quarter to a record
$1.73 billion, and increased 20% to a record $5.40 billion for the full year.
Sales of existing businesses increased 10% and 11% in the quarter and full
year, respectively, and acquisitions contributed 19% and 9%, respectively.
Foreign currency translation had a positive impact on sales of 2% for the
quarter and 3% for the full year.
    The Corporation generated a record $526 million of free cash flow, up from
$480 million in 2003.  Free cash flow set a record for the third year in a row
and exceeded net earnings for the fourth consecutive year.
    Nolan D. Archibald, Chairman and Chief Executive Officer, commented, "2004
was a year of outstanding growth for Black & Decker, with record sales,
earnings and free cash flow.  Organic sales grew impressively in both the
fourth quarter and the full year, led by the U.S. DEWALT division.  We
augmented our organic sales growth with the acquisitions of Baldwin Hardware
and Weiser Lock in late 2003 and the Porter-Cable and Delta Tools Group in
late 2004.  Operating margins continued to increase, due to excellent
execution of our restructuring program and strong sales volume.  Our record
free cash flow helped us limit our net debt increase to less than $100 million
and reduce the ratio of net debt to total capital from 42% to 31%, while
investing approximately $775 million in the Porter-Cable and Delta Tools Group
acquisition.  We extended our track record of operating improvement and
consistent performance, posting an eleventh straight quarter of 18% or better
EPS growth.  Finally, our shareholders benefited from stock performance in the
top 3% of the S&P 500.  By all key measures, 2004 was an excellent year.
    "It was also an outstanding year with respect to our bolt-on acquisition
strategy.  The Porter-Cable and Delta Tools Group acquisition, which we
completed in early October, continues the expansion we began with Baldwin and
Weiser.  Both strategically and financially compelling, this transaction
strengthens our position in the attractive industrial market through great
brands, a complementary product line, greater presence in key channels, and
the opportunity to leverage our core strengths of innovation and end-user
focus.  Our track record in restructuring and our ongoing success in
integrating Baldwin and Weiser give us confidence that we can realize $65
million of synergies and $1.00 of EPS accretion by the end of 2007.
    "Sales in the Power Tools and Accessories segment increased 33% for the
quarter, including 7% in existing businesses.  The U.S. DEWALT and Black &
Decker divisions grew sales at a high single-digit rate this quarter.  DEWALT
sales were strong in all major channels, reflecting innovative new products in
the cordless and nailer lines.  Popularity of our cordless tools, lasers and
measurement products, including the new AutoTape(TM) automatic tape measure,
drove the increase for the Black & Decker consumer business.  DEWALT led our
sales gains in Europe, with higher sales of hammers and new products including
the cordless nailer.
    "Operating margins improved 30 basis points for the Power Tools and
Accessories segment for the quarter, with restructuring savings and
productivity outweighing the addition of the lower-margin Porter-Cable and
Delta Tools Group.  Margins were particularly strong in North America and also
improved in Europe.  The integration of the acquisition is proceeding as
planned, and the profit contribution of the acquired business met our
expectations.
    "For the full year, sales in the Power Tools and Accessories segment
increased 15%, including an 8% impact of the Porter-Cable and Delta Tools
Group acquisition, as organic sales increased in all geographic regions.  The
U.S. DEWALT division grew full-year sales at double-digit rates in all major
channels.  Operating margins in the segment improved 170 basis points,
including a 40-basis-point negative impact from the acquisition.
    "Sales in the Hardware and Home Improvement segment increased 10% for the
quarter.  Baldwin, Weiser, and Price Pfister all posted double-digit sales
increases, and Kwikset sales increased at a low single-digit rate.  Throughout
this segment, we have successfully launched new styles and strengthened our
positions at key retailers.  Operating profit decreased due to a decline at
Kwikset, reflecting higher raw material prices, non-recurring costs of a
merchandizing re-set at a key retailer, and restructuring-related costs
associated with the rationalization of lockset manufacturing.  This
rationalization effort is on track to improve margins in 2005.
    "For the full year, sales in the Hardware and Home Improvement segment
increased 34%, driven by outstanding sales at Price Pfister, a mid-single-
digit growth rate at Kwikset, and the 23% impact of the Baldwin and Weiser
acquisition.  Volume leverage and productivity gains resulted in 220 basis
points of operating margin improvement.
    "Sales in the Fastening and Assembly Systems segment increased 11% for
both the quarter and full year, with the MasterFix acquisition contributing 3%
to the increase in both time periods.  For the quarter, sales increased in
most key divisions and product lines, and were particularly strong in Asia.
Sales in the North American automotive division grew at a high single-digit
rate, despite production decreases by key customers.  Operating profit in this
segment increased 1% and 3% for the quarter and full year, respectively, as
commodity price increases mitigated the impact of higher sales volume.
    "Looking forward, we are excited by the opportunity in 2005 to build on
our momentum.  Demand for our products remains strong, and with tougher
comparisons in mind, we are forecasting low to mid-single-digit sales growth,
excluding currency translation and acquisitions.  Including these factors, we
expect a sales growth rate in the high teens.  Operating margin in our
existing business should increase modestly, with benefits of cost saving
initiatives largely offset by pressure from raw material costs, pension costs,
and stock option expense.  We continue to expect that the Porter-Cable and
Delta Tools Group acquisition will add $0.40 to earnings per share.  As a
result, we anticipate a fourth straight year of double-digit growth, with
diluted earnings per share from continuing operations in the ranges of $5.95-
to-$6.10 for the full year and $1.05-to-$1.10 for the first quarter.  In
addition, we expect to convert at least 90% of full-year net earnings to free
cash flow.
    "In 2004, Black & Decker combined record sales, record earnings, and
record free cash flow with a very compelling acquisition, all of which
contributed to a shareholder return in the top 3% of the S&P 500.  We believe
2005 presents additional opportunity for growth.  Our track record of meeting
commitments and improving our businesses gives us confidence that our cost
initiatives and innovation will continue to generate outstanding earnings
growth in 2005 and beyond.  Our strong free cash flow will enable us to
continue creating shareholder value by making bolt-on acquisitions, returning
cash to shareholders through share repurchases and dividends, or reducing
debt.  We have been good stewards of capital and expanded our leading market
positions, setting the stage for a promising future.  Our strategy is working,
and we will focus on executing that strategy to deliver superior returns to
our investors."
    The Corporation will hold a conference call today at 10:00 a.m., E.T., to
discuss fourth-quarter and full-year results and the outlook for 2005.
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 assure 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 "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, 2003.
    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.


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


                                                  Three Months Ended
                                         -------------------------------------
                                          December 31, 2004  December 31, 2003
                                         ------------------ ------------------
    SALES                                $         1,725.4   $        1,337.6
      Cost of goods sold                           1,123.6              863.6
      Selling, general, and
       administrative expenses                       409.9              325.0
      Restructuring and exit costs                      -                10.0
                                         ------------------  -----------------

    OPERATING INCOME                                 191.9              139.0
      Interest expense (net of interest
       income)                                         8.3                7.8
      Other expense                                     .4                 -
                                         ------------------  -----------------
    EARNINGS FROM CONTINUING OPERATIONS
     BEFORE INCOME TAXES                             183.2              131.2
      Income taxes                                    49.5               35.0
                                         ------------------  -----------------
    NET EARNINGS FROM CONTINUING
     OPERATIONS                                      133.7               96.2
      Earnings of discontinued operations
       (net of income taxes)                           1.6                3.3
                                         ------------------  -----------------
    NET EARNINGS                         $           135.3   $           99.5
                                         ==================  =================


    BASIC EARNINGS PER COMMON SHARE
      Continuing operations              $            1.65   $           1.24
      Discontinued operations                          .02                .04
                                         ------------------  -----------------
    NET EARNINGS PER
     COMMON SHARE - BASIC                $            1.67   $           1.28
                                         ==================  =================

    Shares Used in Computing Basic
     Earnings Per Share (in Millions)                 81.1               77.8
                                         ==================  =================

    DILUTED EARNINGS PER COMMON SHARE
      Continuing operations              $            1.60   $           1.23
      Discontinued operations                          .02                .04
                                         ------------------  -----------------
    NET EARNINGS PER COMMON SHARE -
     ASSUMING DILUTION                   $            1.62   $           1.27
                                         ==================  =================

    Shares Used in Computing Diluted
     Earnings Per Share (in Millions)                 83.8               78.5
                                         ==================  =================


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

                                                      Year Ended
                                       ---------------------------------------
                                        December 31, 2004   December 31, 2003
                                       ------------------- -------------------

    SALES                              $          5,398.4  $          4,482.7
      Cost of goods sold                          3,432.9             2,887.1
      Selling, general, and
       administrative expenses                    1,336.3             1,135.3
      Restructuring and exit costs                     -                 31.6
                                       ------------------- -------------------
    OPERATING INCOME                                629.2               428.7
      Interest expense (net of interest
       income)                                       22.1                35.2
      Other expense                                   2.8                 2.6
                                       ------------------- -------------------
    EARNINGS FROM CONTINUING OPERATIONS
     BEFORE INCOME TAXES                            604.3               390.9
      Income taxes                                  163.2               103.7
                                       ------------------- -------------------
    NET EARNINGS FROM CONTINUING
     OPERATIONS                                     441.1               287.2
    DISCONTINUED OPERATIONS (NET OF
     INCOME TAXES):
      Earnings of discontinued operations             2.2                 5.8
      Gain on sale of discontinued
       operations (net of impairment
        charge of $24.4)                             12.7                  -
                                       ------------------- -------------------
    NET EARNINGS FROM DISCONTINUED
     OPERATIONS                                      14.9                 5.8
                                       ------------------- -------------------
    NET EARNINGS                       $            456.0  $            293.0
                                       =================== ===================


    BASIC EARNINGS PER COMMON SHARE
      Continuing operations            $             5.53  $             3.69
      Discontinued operations                         .19                 .07
                                       ------------------- -------------------

    NET EARNINGS PER
     COMMON SHARE - BASIC              $             5.72  $             3.76
                                       =================== ===================

    Shares Used in Computing Basic
     Earnings Per Share (in Millions)                79.8                77.9
                                       =================== ===================


    DILUTED EARNINGS PER COMMON SHARE
      Continuing operations            $             5.40  $             3.68
      Discontinued operations                         .19                 .07
                                       ------------------- -------------------
    NET EARNINGS PER COMMON SHARE -
     ASSUMING DILUTION                 $             5.59  $             3.75
                                       =================== ===================

    Shares Used in Computing Diluted
     Earnings Per Share (in Millions)                81.6                78.2
                                       =================== ===================



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

                                       December 31, 2004    December 31, 2003
                                      -------------------  -------------------


    ASSETS
    Cash and cash equivalents         $            514.4   $            308.2
    Trade receivables                            1,046.6                808.6
    Inventories                                    981.8                709.9
    Current assets of discontinued
     operations                                     70.8                160.2
    Other current assets                           313.6                216.1
                                      -------------------  -------------------
        TOTAL CURRENT ASSETS                     2,927.2              2,203.0
                                      -------------------  -------------------

    PROPERTY, PLANT, AND EQUIPMENT                 754.6                660.2
    GOODWILL                                     1,184.0                771.7
    OTHER ASSETS                                   665.0                587.6
                                      -------------------  -------------------
                                      $          5,530.8   $          4,222.5
                                      ===================  ===================


    LIABILITIES AND
     STOCKHOLDERS' EQUITY
    Short-term borrowings             $              1.1   $               .1
    Current maturities
     of long-term debt                                .5                   .4
    Trade accounts payable                         466.9                379.8
    Current liabilities of
     discontinued operations                        29.9                 38.0
    Other current liabilities                    1,294.2                893.8
                                      -------------------  -------------------
        TOTAL CURRENT LIABILITIES                1,792.6              1,312.1
                                      -------------------  -------------------

    LONG-TERM DEBT                               1,200.6                915.6
    DEFERRED INCOME TAXES                          171.1                179.8
    POSTRETIREMENT BENEFITS                        423.4                451.9
    OTHER LONG-TERM LIABILITIES                    384.4                516.6
    STOCKHOLDERS' EQUITY                         1,558.7                846.5
                                      -------------------  -------------------
                                      $          5,530.8   $          4,222.5
                                      ===================  ===================



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

                                            Reportable Business Segments
                               -----------------------------------------------
                                 Power     Hardware    Fastening
    Three Months Ended         Tools &       & Home   & Assembly
     December 31, 2004     Accessories  Improvement      Systems        Total
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers             $  1,246.9      $  254.8     $  153.5   $  1,655.2
    Segment profit (loss)
     (for Consolidated,
     operating income)          158.0          33.9         22.0        213.9
    Depreciation and
     amortization                26.8           5.9          4.1         36.8
    Capital expenditures         28.9           8.7          5.0         42.6

    Three Months Ended
     December 31, 2003
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers             $    937.3      $  231.6     $  138.6   $  1,307.5
    Segment profit (loss)
     (for Consolidated,
     operating income
     before restructuring
     and exit costs)            116.3          38.2         21.8        176.3
    Depreciation and
     amortization                20.5           6.2          3.7         30.4
    Capital expenditures         15.9           3.9          4.1         23.9

    Year Ended
     December 31, 2004
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers             $  3,667.2      $  959.4     $  586.3   $  5,212.9
    Segment profit (loss)
     (for Consolidated,
      operating income)         478.2         145.2         79.8        703.2
    Depreciation and
     amortization                85.9          27.2         16.6        129.7
    Capital expenditures         74.9          25.9         13.2        114.0

    Year Ended
     December 31, 2003
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers             $  3,198.4      $  718.1     $  530.1   $  4,446.6
    Segment profit (loss)
     (for Consolidated,
     operating income
     before restructuring and
     exit costs)                361.2          93.2         77.6        532.0
    Depreciation and
     amortization                82.0          24.4         15.4        121.8
    Capital expenditures         69.8          17.1         13.8        100.7


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

                                       Currency      Corporate,
    Three Months Ended              Translation    Adjustments,
     December 31, 2004              Adjustments  & Eliminations  Consolidated
    --------------------------------------------------------------------------
    Sales to unaffiliated customers   $    70.2         $   -       $ 1,725.4
    Segment profit (loss) (for
     Consolidated, operating income)        8.6          (30.6)         191.9
    Depreciation and amortization            .9            1.8           39.5
    Capital expenditures                    1.0             .2           43.8

    Three Months Ended
     December 31, 2003
    --------------------------------------------------------------------------
    Sales to unaffiliated customers   $    30.1         $   -       $ 1,337.6
    Segment profit (loss) (for
     Consolidated, operating income
     before restructuring and exit
     costs)                                 2.2          (29.5)         149.0
    Depreciation and amortization            .6            1.7           32.7
    Capital expenditures                     .7             .1           24.7

    Year Ended
     December 31, 2004
    --------------------------------------------------------------------------
    Sales to unaffiliated customers   $   185.5         $   -       $ 5,398.4
    Segment profit (loss) (for
     Consolidated, operating income)       19.5          (93.5)         629.2
    Depreciation and amortization           3.8            9.0          142.5
    Capital expenditures                    2.9             .9          117.8

    Year Ended December 31, 2003
    --------------------------------------------------------------------------
    Sales to unaffiliated customers   $    36.1         $   -       $ 4,482.7
    Segment profit (loss)
     (for Consolidated,
     operating income before
     restructuring and exit costs)          2.6          (74.3)         460.3
    Depreciation and amortization            .9           10.7          133.4
    Capital expenditures                    1.0             .8          102.5


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

                                  Three Months Ended         Year Ended
    --------------------------------------------------------------------------
                                  Dec. 31,   Dec. 31,    Dec. 31,    Dec. 31,
                                      2004       2003        2004        2003
    --------------------------------------------------------------------------
    Segment profit for
     total reportable
     business segments             $ 213.9    $ 176.3     $ 703.2     $ 532.0

    Items excluded from
     segment profit:

       Adjustment of budgeted
        foreign exchange rates
        to actual rates                8.6        2.2        19.5         2.6

       Depreciation of
        Corporate property             (.2)       (.3)       (1.2)       (1.1)

       Adjustment to businesses'
        postretirement benefit
        expenses booked in
        consolidation                   .4        3.9          .8        15.4

       Other adjustments booked in
        consolidation directly
        related to reportable
        business segments             (1.4)      (6.0)      (10.0)      (15.0)

    Amounts allocated to businesses in
     arriving at segment profit in
     excess of (less than) Corporate
     center operating expenses,
     eliminations, and other
     amounts identified above        (29.4)     (27.1)      (83.1)      (73.6)
    --------------------------------------------------------------------------
       Operating income before
        restructuring
        and exit costs               191.9      149.0       629.2       460.3

    Restructuring and exit costs        -        10.0          -         31.6
    --------------------------------------------------------------------------
       Operating income              191.9      139.0       629.2       428.7

    Interest expense, net of
     interest income                   8.3        7.8        22.1        35.2

    Other expense                       .4         -          2.8         2.6
    --------------------------------------------------------------------------
       Earnings from continuing
        operations before
        income taxes               $ 183.2    $ 131.2     $ 604.3     $ 390.9
    ==========================================================================


    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 professional power
tools and accessories, electric cleaning and lighting products, and electric
lawn and garden tools, 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 October 4, 2004,
the Corporation acquired the Tools Group from Pentair, 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).  On September 30,
2003, the Corporation acquired Baldwin Hardware Corporation and Weiser Lock
Corporation. These acquired businesses are included in the Hardware and Home
Improvement segment. 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.
    In January 2004, the Corporation sold two components of its European
security hardware business. The divested businesses and the remaining portion
that is held for sale are treated as discontinued operations in the
Corporation's consolidated financial statements. Sales, segment profit,
depreciation and amortization, and capital expenditures set forth in the
preceding tables exclude the results of the discontinued operations.
    The Corporation assesses the performance of its reportable business
segments based upon a number of factors, including segment profit. 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, 2003,
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 tables under the captions "Reportable Business Segments" and
"Corporate, Adjustments, & Eliminations" are reflected at the Corporation's
budgeted rates of exchange for 2004. The amounts included in the preceding
tables 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, 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. 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.

    Diluted earnings per share from continuing operations, excluding
    restructuring charges:
    ----------------------------------------------------------------
    The calculation of diluted earnings per share from continuing operations,
excluding restructuring charges for the three months and the years ended
December 31, 2004 and 2003, follows (dollars in millions except per share
amounts):

                                                     Three Months Ended
                                                December 31,   December 31,
                                                        2004           2003
                                                     --------       --------
    Net earnings from continuing operations           $133.7         $ 96.2
    Excluding:
      Restructuring and exit costs, net of tax            -             6.5
                                                     --------       --------
    Net earnings from continuing operations,
     excluding restructuring and exit costs           $133.7         $102.7
                                                     ========       ========
    Diluted earnings per common share from
     continuing operations                            $ 1.60         $ 1.23
    Excluding:
      Restructuring and exit costs,
       net of tax, per common share
       - assuming dilution                                -             .08
                                                     --------       --------
    Net earnings from continuing operations,
     excluding restructuring
     and exit costs, per
     common share - assuming dilution                 $ 1.60         $ 1.31
                                                     ========       ========
    Shares used in computing diluted earnings
     per share (in millions)                            83.8           78.5
                                                     ========       ========


                                                         Year Ended
                                                December 31,   December 31,
                                                        2004           2003
                                                     --------       --------

    Net earnings from continuing operations           $441.1         $287.2
    Excluding:
      Restructuring and exit costs, net of tax            -            22.1
                                                     --------       --------
    Net earnings from continuing operations,
     excluding restructuring and exit costs           $441.1         $309.3
                                                     ========       ========

    Diluted earnings per common share from
     continuing operations                            $ 5.40         $ 3.68
    Excluding:
      Restructuring and exit costs, net of tax,
       per common share - assuming dilution               -             .28
                                                     --------       --------
    Net earnings from continuing operations,
     excluding restructuring and exit costs,
     per common share - assuming dilution             $ 5.40         $ 3.96
                                                     ========       ========
    Shares used in computing diluted earnings
     per share (in millions)                            81.6           78.2
                                                     ========       ========


    Free cash flow for the years ended December 31, 2004 and 2003:
    --------------------------------------------------------------
    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 (excluding proceeds from business sales), for the
years ended December 31, 2004 and 2003, follows (dollars in millions):

                                                         Year Ended
                                                December 31,   December 31,
                                                        2004           2003
                                                    ---------      ---------
    Cash flow from operating activities             $  619.1       $  570.6
    Capital expenditures                              (119.4)        (105.8)
    Proceeds from disposals of assets                   26.4           15.0
                                                    ---------      ---------
    Free cash flow                                  $  526.1       $  479.8
                                                    =========      =========

    Capital expenditures and proceeds from disposal of assets include amounts
associated with discontinued operations.


SOURCE The Black & Decker Corporation




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