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Black & Decker Reports Record Sales and Record Earnings for 2005; Generates Record $529 Million Free Cash Flow

    TOWSON, Md., Jan. 27 /PRNewswire-FirstCall/ -- The Black & Decker
Corporation (NYSE: BDK) today announced that net earnings from continuing
operations for the fourth quarter of 2005 were $101.8 million or $1.28 per
diluted share.  Excluding $51.2 million of incremental tax expense to
repatriate foreign earnings under the American Jobs Creation Act of 2004, net
earnings from continuing operations were $1.93 per diluted share, a 21%
increase from $1.60 in the fourth quarter of 2004.
    For the full year 2005, net earnings from continuing operations were a
record $544.0 million or $6.69 per diluted share.  Excluding the incremental
tax expense in the fourth quarter and a favorable insurance settlement in the
first quarter, net earnings from continuing operations were $6.88 per diluted
share, a 27% increase from $5.40 in 2004.  The Corporation generated a record
$529 million of free cash flow, up from $526 million in 2004.
    Sales from continuing operations increased slightly for the quarter to a
record $1.7 billion, including a 1% negative impact of foreign currency
translation.  For the full year, sales increased 21% to a record $6.5 billion.
Acquisitions contributed 14% to sales for the full year, and foreign currency
translation had a positive impact of 1%.
    Nolan D. Archibald, Chairman and Chief Executive Officer, commented,
"Black & Decker increased earnings per share from continuing operations more
than 23% for the fourth straight year in 2005.  We extended our record of
outstanding performance through excellent organic sales growth, aggressive
cost reduction efforts, and effective use of our strong free cash flow.
Despite raw material inflation, challenging comparisons to prior-year results
and an uneven global economic environment, in the fourth quarter we delivered
16% operating income growth and earnings above our guidance.
    "Sales in the Power Tools and Accessories segment increased 2% for the
quarter.  The U.S. Industrial Products Group grew sales at a mid single-digit
rate, driven by a double-digit growth rate for DEWALT(R) tools and
accessories.  DEWALT construction tools, including cordless products and the
new line of miter saws, sold particularly well.  Sales in the U.S. Black &
Decker consumer business decreased slightly, due to order patterns that drove
a double-digit rate of increase in the third quarter.  European sales
decreased at a mid single-digit rate and fell short of our expectations due to
a weaker economic environment in the U.K.  Operating margin for the Power
Tools and Accessories segment increased 50 basis points to 13.2% this quarter.
Our U.S. businesses led the improvement, through continued integration cost
savings and favorable mix.
    "For the full year, sales in the Power Tools and Accessories segment
increased 26%, including the 19% contribution from the Porter-Cable and Delta
Tools Group acquisition.  Organic sales growth was driven by the U.S.
businesses, which posted a double-digit rate of increase for DEWALT and a mid
single-digit growth rate in the consumer division.  Operating margins in the
segment improved 40 basis points to 13.3%, including a negative impact of
approximately 90 basis points from the acquisition.  Full-year margins of
existing businesses increased significantly in all geographic regions, and
exceeded 10% in Europe.
    "Sales in the Hardware and Home Improvement segment decreased 4% for the
quarter.  Sales in the lockset business decreased at a mid single-digit rate,
reflecting flat sales at Kwikset and decreases for Baldwin and Weiser against
difficult comparisons to prior-year sales.  Price Pfister grew sales at a low
single-digit rate, as increases at a key retailer were partly offset by a
decline in the wholesale channel.  Operating margin was flat to the prior year
at 13.4%, as cost savings from the manufacturing rationalization roughly
offset raw material inflation.
    "For the full year, sales in the Hardware and Home Improvement segment
increased 5%, reflecting a double-digit growth rate at Price Pfister and a
slight increase in lockset sales.  Operating margin decreased 100 basis points
to 14.2%, primarily due to raw material inflation and manufacturing
inefficiencies.
    "The Fastening and Assembly Systems segment increased sales 3% for the
quarter, primarily due to growth in its international automotive divisions.
Operating margin increased significantly to 16.6%, due to price increases and
expense control.  For the full year, sales increased 7%, driven by strong
sales in the automotive divisions and a 1% contribution from the MasterFix
acquisition.  Volume leverage and pricing increases outweighed commodity cost
pressure, enabling the segment to improve its full-year operating margin 60
basis points to 14.4%.
    "Each of our segments made significant efforts to manage costs and
expenses, which were key to our earnings growth this quarter.  Selling,
general and administrative expenses decreased $13 million, most of which was
reflected in corporate expense.  For the full year, expenses rose at roughly
half the sales growth rate in existing businesses, resulting in significant
volume leverage.
    "We continued to generate outstanding free cash flow and use our cash
wisely in 2005.  Free cash flow of $529 million set a record for the fourth
straight year.  This cash enabled us to repurchase 6.3 million shares of
stock, or nearly 8% of shares outstanding, while maintaining a strong balance
sheet.
    "In addition to outstanding free cash flow, the year-end balance sheet
reflects repatriation of $888 million of foreign earnings associated with the
American Jobs Creation Act of 2004.  We utilized $321 million of existing
foreign cash and increased both cash and foreign subsidiary borrowings by the
remaining $567 million.  Also, as expected, the Corporation recorded $51.2
million of one-time income tax expense related to the repatriation.
    "Looking ahead, we expect another strong year in 2006.  We are especially
encouraged by the initial market reaction to DEWALT's 36-volt line of lithium-
ion cordless tools, which will be available in the second quarter of 2006.  We
are confident that our lithium-ion technology is superior to our
competition's, and that we will remain the leader in cordless power tools.
After averaging 7% organic sales increases over the last two years, however,
and facing a particularly difficult comparison in the first half of 2006, we
expect sales growth will moderate to a low single-digit rate.  Our cost saving
initiatives should drive operating margin improvement despite raw material
inflation and higher pension costs.
    "Considering these factors, as well as higher interest expense and a lower
share count, we expect diluted earnings per share from continuing operations
in the range of $7.20-to-$7.40 for the full year.  This guidance includes
approximately $0.15 per share of incremental expense associated with adoption
of the new accounting standard for stock-based compensation, which was not
included in 2005 earnings and is not reflected in several analysts' estimates.
Including this incremental expense in both years, our guidance represents EPS
growth of 7% to 10%.
    "In the first quarter, we expect diluted earnings per share from
continuing operations in the range of $1.35-to-$1.40.  Including incremental
stock-based compensation expense in both periods, our guidance represents EPS
growth of 3% to 7%, following first-quarter increases exceeding 46% in both
2004 and 2005.  We expect EPS growth similar to the first-quarter rate in the
second quarter, including the incremental compensation expense in both years.
Over the past two years, we have delivered a 40% compound annual growth rate
in EPS for the second quarter.
    "In 2006, we expect to convert at least 90% of full-year net earnings to
free cash flow.  We again plan to use substantially all of our free cash flow
for bolt-on acquisitions, share repurchases and dividends.
    "Black & Decker's outstanding financial performance over the past four
years is matched by very few large companies.  Over this timeframe, we have
faced new competitors, severe commodity inflation and, in some cases,
difficult market environments.  We have overcome these challenges through a
strategy of new product innovation, continuous operating improvement, cash
generation and disciplined stewardship of capital.  In the process, we have
significantly reduced our fixed cost base and improved our operating
flexibility.  Despite an EPS increase exceeding 30% in the first half of 2005,
we expect to deliver growth again in the first half of 2006 and more than 10%
EPS growth in the second half.  We consider this a solid increase on top of
the exceptional gains of the past four years.  By executing our proven
strategy to consistently grow earnings, we believe we can deliver superior
returns to our investors."
    The Corporation will hold a conference call today at 10:00 a.m., ET, to
discuss fourth-quarter and full-year results and the outlook for 2006.
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 "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.  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, 2005      December 31, 2004
                                     ------------------     ------------------

    SALES                            $         1,730.0      $         1,725.4
      Cost of goods sold                       1,110.0                1,123.6
      Selling, general, and
       administrative expenses                   397.3                  409.9
                                     ------------------     ------------------
    OPERATING INCOME                             222.7                  191.9
      Interest expense (net of
       interest income)                           13.8                    8.3
      Other expense                                1.3                     .4
                                     ------------------     ------------------
    EARNINGS FROM CONTINUING
     OPERATIONS BEFORE INCOME TAXES              207.6                  183.2
      Income taxes                               105.8                   49.5
                                     ------------------     ------------------
    NET EARNINGS FROM CONTINUING
     OPERATIONS                                  101.8                  133.7
    DISCONTINUED OPERATIONS (NET OF
     INCOME TAXES):
      (Loss) earnings of discontinued
       operations                                 (1.1)                   1.6
      Loss on sale of discontinued
       operations                                  (.1)                    -
                                     ------------------     ------------------
    NET (LOSS) EARNINGS FROM
     DISCONTINUED OPERATIONS                      (1.2)                   1.6
                                     ------------------     ------------------
    NET EARNINGS                     $           100.6      $           135.3
                                     ==================     ==================


    BASIC EARNINGS PER COMMON SHARE
      Continuing operations          $            1.32      $            1.65
      Discontinued operations                     (.02)                   .02
                                     ------------------     ------------------
    NET EARNINGS PER COMMON SHARE -
     BASIC                           $            1.30      $            1.67
                                     ==================     ==================

    Shares Used in Computing
     Basic Earnings Per Share
     (in Millions)                                77.4                   81.1
                                     ==================     ==================


    DILUTED EARNINGS PER COMMON SHARE
      Continuing operations          $            1.28      $            1.60
      Discontinued operations                     (.01)                   .02
                                     ------------------     ------------------
    NET EARNINGS PER COMMON SHARE -
     ASSUMING DILUTION               $            1.27      $            1.62
                                     ==================     ==================

    Shares Used in Computing Diluted
     Earnings Per Share (in Millions)             79.3                   83.8
                                     ==================     ==================



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

                                                      Year Ended
                                     -----------------------------------------
                                     December 31, 2005      December 31, 2004
                                     ------------------     ------------------

    SALES                            $         6,523.7      $         5,398.4
      Cost of goods sold                       4,206.6                3,432.9
      Selling, general, and
       administrative expenses                 1,504.0                1,336.3
                                     ------------------     ------------------
    OPERATING INCOME                             813.1                  629.2
      Interest expense (net of
       interest income)                           45.4                   22.1
      Other (income) expense                     (51.6)                   2.8
                                     ------------------     ------------------
    EARNINGS FROM CONTINUING
     OPERATIONS BEFORE INCOME TAXES              819.3                  604.3
      Income taxes                               275.3                  163.2
                                     ------------------     ------------------
    NET EARNINGS FROM CONTINUING
     OPERATIONS                                  544.0                  441.1
    DISCONTINUED OPERATIONS (NET OF
     INCOME TAXES):
      Earnings of discontinued
       operations                                   -                     2.2
      (Loss) gain on sale of
       discontinued operations (net
       of impairment charge of
       $24.4 in 2004)                              (.1)                  12.7
                                     ------------------     ------------------
    NET (LOSS) EARNINGS FROM
     DISCONTINUED OPERATIONS                       (.1)                  14.9
                                     ------------------     ------------------
    NET EARNINGS                     $           543.9      $           456.0
                                     ==================     ==================


    BASIC EARNINGS PER COMMON SHARE
      Continuing operations          $            6.87      $            5.53
      Discontinued operations                       -                     .19
                                     ------------------     ------------------
    NET EARNINGS PER
     COMMON SHARE - BASIC            $            6.87      $            5.72
                                     ==================     ==================

    Shares Used in Computing
     Basic Earnings Per Share
     (in Millions)                                79.2                   79.8
                                     ==================     ==================


    DILUTED EARNINGS PER COMMON SHARE
      Continuing operations          $            6.69      $            5.40
      Discontinued operations                       -                     .19
                                     ------------------     ------------------
    NET EARNINGS PER COMMON SHARE -
     ASSUMING DILUTION               $            6.69      $            5.59
                                     ==================     ==================

    Shares Used in Computing Diluted
     Earnings Per Share (in Millions)             81.3                   81.6
                                     ==================     ==================



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

                                     December 31, 2005      December 31, 2004
                                     ------------------     ------------------
    ASSETS
    Cash and cash equivalents        $           967.6      $           514.4
    Trade receivables                          1,130.6                1,046.6
    Inventories                                1,049.1                  981.8
    Current assets of discontinued
     operations                                     -                    70.8
    Other current assets                         200.1                  313.6
                                     ------------------     ------------------
        TOTAL CURRENT ASSETS                   3,347.4                2,927.2
                                     ------------------     ------------------

    PROPERTY, PLANT, AND EQUIPMENT               668.8                  754.6
    GOODWILL                                   1,115.7                1,184.0
    OTHER ASSETS                                 684.7                  665.0
                                     ------------------     ------------------
                                     $         5,816.6      $         5,530.8
                                     ==================     ==================

    LIABILITIES AND
     STOCKHOLDERS' EQUITY
    Short-term borrowings            $           566.9      $             1.1
    Current maturities
     of long-term debt                           155.3                     .5
    Trade accounts payable                       466.8                  466.9
    Current liabilities of
     discontinued operations                        -                    29.9
    Other current liabilities                  1,075.0                1,294.2
                                     ------------------     ------------------
        TOTAL CURRENT LIABILITIES              2,264.0                1,792.6
                                     ------------------     ------------------

    LONG-TERM DEBT                             1,030.3                1,200.6
    DEFERRED INCOME TAXES                        188.5                  171.1
    POSTRETIREMENT BENEFITS                      419.0                  423.4
    OTHER LONG-TERM LIABILITIES                  391.2                  384.4
    STOCKHOLDERS' EQUITY                       1,523.6                1,558.7
                                     ------------------     ------------------
                                     $         5,816.6      $         5,530.8
                                     ==================     ==================



                 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, 2005     Accessories  Improvement      Systems        Total
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers              $  1,307.4   $    245.0    $   166.9   $  1,719.3
    Segment profit (loss)
     (for Consolidated,
     operating income)           172.2         32.9         27.7        232.8
    Depreciation and
     amortization                 23.7          7.6          4.7         36.0
    Capital expenditures          21.7           .7          6.2         28.6

    Three Months Ended
     December 31, 2004
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers              $  1,285.7   $    255.9    $   161.7   $  1,703.3
    Segment profit (loss)
     (for Consolidated,
     operating income)           162.9         34.4         23.4        220.7
    Depreciation and
     amortization                 27.6          5.9          4.3         37.8
    Capital expenditures          29.8          8.7          5.4         43.9


    Year Ended
     December 31, 2005
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers              $  4,768.4   $  1,012.4    $   659.7   $  6,440.5
    Segment profit (loss)
     (for Consolidated,
     operating income)           635.1        143.6         95.0        873.7
    Depreciation and
     amortization                100.9         25.5         18.7        145.1
    Capital expenditures          79.2         12.9         15.6        107.7

    Year Ended
     December 31, 2004
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers              $  3,796.0   $    963.2    $   617.8   $  5,377.0
    Segment profit (loss)
     (for Consolidated,
     operating income)           492.1        146.3         85.3        723.7
    Depreciation and
     amortization                 89.0         27.2         17.4        133.6
    Capital expenditures          77.3         25.9         14.0        117.2


                                       Currency      Corporate,
    Three Months Ended              Translation    Adjustments,
     December 31, 2005              Adjustments  & Eliminations  Consolidated
    --------------------------------------------------------------------------
    Sales to unaffiliated customers     $  10.7          $  -      $  1,730.0
    Segment profit (loss)
     (for Consolidated,
     operating income)                      1.4           (11.5)        222.7
    Depreciation and amortization            .3             1.2          37.5
    Capital expenditures                     .3             1.1          30.0

    Three Months Ended
     December 31, 2004
    --------------------------------------------------------------------------
    Sales to unaffiliated customers     $  22.1          $  -      $  1,725.4
    Segment profit (loss)
     (for Consolidated,
     operating income)                      3.0           (31.8)        191.9
    Depreciation and amortization           (.1)            1.8          39.5
    Capital expenditures                    (.3)             .2          43.8


    Year Ended
     December 31, 2005
    --------------------------------------------------------------------------
    Sales to unaffiliated customers     $  83.2          $  -      $  6,523.7
    Segment profit (loss)
     (for Consolidated,
     operating income)                     12.0           (72.6)        813.1
    Depreciation and amortization           2.0             3.5         150.6
    Capital expenditures                    1.6             1.8         111.1

    Year Ended
     December 31, 2004
    --------------------------------------------------------------------------
    Sales to unaffiliated customers     $  21.4          $  -      $  5,398.4
    Segment profit (loss)
     (for Consolidated,
     operating income)                      3.2           (97.7)        629.2
    Depreciation and amortization           (.1)            9.0         142.5
    Capital expenditures                    (.3)             .9         117.8



    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,
                                           2005      2004      2005      2004
    --------------------------------------------------------------------------
    Segment profit for total
     reportable business segments        $232.8    $220.7    $873.7    $723.7

    Items excluded from segment profit:

       Adjustment of budgeted foreign
        exchange rates to actual rates      1.4       3.0      12.0       3.2

       Depreciation of
        Corporate property                  (.3)      (.2)     (1.0)     (1.2)

       Adjustment to businesses'
        postretirement benefit expenses
        booked in consolidation            (2.7)       .4     (13.8)       .8

       Other adjustments booked in
        consolidation directly related
        to reportable business segments    (1.2)     (1.4)      3.3     (10.0)

    Amounts allocated to businesses in
     arriving at segment profit in excess
     of (less than) Corporate center
     operating expenses, eliminations,
     and other amounts identified above    (7.3)    (30.6)    (61.1)    (87.3)
    --------------------------------------------------------------------------

       Operating income                   222.7     191.9     813.1     629.2

    Interest expense, net of interest
     income                                13.8       8.3      45.4      22.1

    Other expense (income)                  1.3        .4     (51.6)      2.8
    --------------------------------------------------------------------------
       Earnings from continuing
        operations before income taxes   $207.6    $183.2    $819.3    $604.3
    ==========================================================================


    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 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 2, 2004, the
Corporation acquired the Porter-Cable and Delta 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).  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 November 2005, the Corporation sold its DOM security hardware business.
In January 2004, the Corporation sold two components of its European security
hardware business.  The divested businesses 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 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).  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, 2004, 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 2005.  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 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.

    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 (excluding proceeds from business sales), for the
years ended December 31, 2005 and 2004, follows (dollars in millions):

                                                       Year Ended
                                          December 31,       December 31,
                                                  2005               2004
                                                ------             ------
    Cash flow from operating activities         $628.0             $619.1
    Capital expenditures                        (111.5)            (119.4)
    Proceeds from disposals of assets             12.7               26.4
                                                ------             ------
    Free cash flow                              $529.2             $526.1
                                                ======             ======

    Capital expenditures and proceeds from the disposal of assets include
amounts associated with discontinued operations.
    This press release includes a forward-looking statement with respect to
management's expectation that, in 2006, the Corporation will convert at least
90% of full-year net earnings to free cash flow.  Free cash flow for 2006
excludes any tax payments associated with repatriating foreign earnings under
the American Jobs Creation Act of 2004 (AJCA).

    Diluted earnings per share from continuing operations:
    ------------------------------------------------------
    The calculation of diluted earnings per share from continuing operations,
excluding the incremental tax expense to repatriate foreign earnings under the
AJCA for the three months ended December 31, 2005 and 2004 follows (dollars in
millions except per share amounts):

                                                      Three Months Ended
                                             December 31,      December 31,
                                                     2005              2004
                                                   ------            ------
    Net earnings from continuing operations        $101.8            $133.7
    Excluding:
      Incremental tax effect of AJCA                 51.2                 -
                                                   ------            ------
    Net earnings from continuing operations,
     excluding incremental tax effect of AJCA      $153.0            $133.7
                                                   ======            ======

    Diluted earnings per common share from
     continuing operations                          $1.28             $1.60
    Excluding:
      Incremental tax effect of AJCA
       per common share - assuming dilution           .65                 -
                                                   ------            ------
    Net earnings from continuing operations,
     excluding incremental tax effect of AJCA,
     per common share - assuming dilution           $1.93             $1.60
                                                   ======            ======

    Shares used in computing diluted earnings
     per share (in millions)                         79.3              83.8
                                                   ======            ======


    The calculation of diluted earnings per share from continuing operations,
excluding a favorable $55 million pre-tax insurance settlement and the
incremental tax expense to repatriate foreign earnings under the AJCA, for the
year ended December 31, 2005 and 2004, follows (dollars in millions except per
share amounts):

                                                         Year Ended
                                             December 31,      December 31,
                                                     2005              2004
                                                   ------            ------
    Net earnings from continuing operations        $544.0            $441.1
    Excluding:
      Insurance settlement, net of tax              (35.8)                -
      Incremental tax effect of AJCA                 51.2                 -
                                                   ------            ------
    Net earnings from continuing operations,
     excluding the insurance settlement and
     incremental tax effect of AJCA                $559.4            $441.1
                                                   ======            ======

    Diluted earnings per common share from
     continuing operations                          $6.69             $5.40
    Excluding:
      Insurance settlement, net of tax,
       per common share - assuming dilution          (.44)                -
    Incremental tax effect of AJCA
     per common share - assuming dilution             .63                 -
                                                   ------            ------
    Net earnings from continuing operations,
     excluding the insurance settlement and
     incremental tax effect of AJCA,
     per common share - assuming dilution           $6.88             $5.40
                                                   ======            ======

    Shares used in computing diluted earnings
     per share (in millions)                         81.3              81.6
                                                   ======            ======


    Diluted earnings per share for the first quarter and full year 2006:
    --------------------------------------------------------------------
    This press release includes a forward-looking statement with respect to
management's expectation that the Corporation's diluted earnings per share
from continuing operations, including incremental stock-based compensation
expense in both periods, would grow 3% to 7% in the first quarter and 7% to
10% for the full year 2006.  The aforementioned ranges for the first quarter
and full year exclude the effect of a favorable $55 million pre-tax ($35.8
million after-tax) insurance settlement that occurred in the first quarter of
2005.  In addition, the aforementioned full year range excludes the $51.2
million incremental tax expense to repatriate foreign earnings under the AJCA.


SOURCE The Black & Decker Corporation




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