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Black & Decker Reports a Record $1.35 Earnings Per Share From Continuing Operations and 15% Increase in Sales to a Record $1.28 Billion for Third Quarter 2004; Elects Mark H. Willes to Board; Declares Regular Quarterly Cash Dividend

    TOWSON, Md., Oct. 27 /PRNewswire-FirstCall/ -- The Black & Decker
Corporation (NYSE: BDK) today announced that net earnings from continuing
operations for the third quarter of 2004 were a record $111.3 million or
$1.35 per diluted share, versus $73.2 million or $0.94 per diluted share in
the third quarter of 2003.  Excluding restructuring charges in the prior year,
diluted earnings per share from continuing operations increased 18%.
    Sales from continuing operations increased 15% for the quarter to a record
$1.28 billion, or 9% excluding the effects of acquisitions.  Foreign currency
translation had a 3% positive impact on sales.  Free cash flow was $82 million
for the quarter and $205 million year-to-date, an increase of $115 million
versus the first nine months of 2003.
    Nolan D. Archibald, Chairman and Chief Executive Officer, commented,
"Despite a tough comparison to record performance last year, we grew earnings
per share by more than 18% for the tenth straight quarter.  Our record sales
performance reflects strong growth in all three of our business segments, and
the U.S. DEWALT Professional Products division posted a double-digit sales
increase for the fourth consecutive quarter.  Operating margin increased
80 basis points, excluding restructuring charges in 2003, as restructuring
benefits, productivity, and favorable foreign exchange outweighed increases in
raw material costs.
    "Sales and operating profit in the Power Tools and Accessories segment
increased 6% and 24%, respectively.  In the third quarter, DEWALT sales in the
U.S. increased across all product categories, with particularly strong growth
in the equipment and cordless lines.  Due primarily to the timing of orders,
sales of Black & Decker(R) consumer products decreased.  Consumer sales,
however, increased at a mid-single-digit rate for the year-to-date period, and
we expect solid growth in the fourth quarter.  Sales increased at a
mid-single-digit rate in Europe and at a double-digit rate in Latin America
and Asia.  Higher gross margins drove a 200 basis-point improvement in
operating margins for the segment.
    "Sales in the Hardware and Home Improvement segment increased 7% for the
quarter excluding the acquisition of Baldwin Hardware Corporation and Weiser
Lock Corporation.  Price Pfister sales increased at a double-digit rate,
reflecting continued success at a key retailer, and Kwikset sales increased at
a low-single-digit rate.  The integration of Baldwin and Weiser is proceeding
as planned, and these divisions contributed strong sales and operating profit.
For the segment, operating profit increased over 50%, due to the acquisition
and operating margin improvement.
    "Sales in the Fastening and Assembly Systems segment increased 13%, or 9%
excluding the acquisition of MasterFix.  Sales increased in most key divisions
and product lines, and were particularly strong in North America and Asia.
Operating profit in this segment increased 2%, as operating margin declined
due to commodity price increases.
    "As previously announced, we completed the acquisition of the Tools Group
from Pentair, Inc. (NYSE: PNR) in early October.  Our track record of
improving businesses, including the successful integration of Baldwin and
Weiser, gives us confidence that we can create significant value through this
acquisition.  Our integration team is moving quickly to realize synergies with
our DEWALT professional business.  We continue to expect that the acquisition
will yield $65 million of cost savings and $1.00 of diluted earnings per share
over the next three years.  Due to the timing of the closing, we now expect
incremental EPS accretion of approximately $0.10 in the fourth quarter,
$0.40 in 2005, $0.25 in 2006, and $0.25 in 2007.
    "Looking forward, we are excited about our new products, including the
DEWALT(R) cordless finishing nailer, launched in August, and the AutoTape(TM)
automatic tape measure for the consumer market.  For both the fourth quarter
and full year, we are forecasting a mid-single-digit rate of sales growth
excluding currency translation and acquisitions and a double-digit growth rate
including those factors.  Based on our expectations for organic sales growth
and margin improvement, combined with the Tools Group acquisition, we
anticipate diluted earnings per share from continuing operations in the ranges
of $1.53-to-$1.58 for the fourth quarter and $5.33-to-$5.38 for the full year.
This guidance represents an increase from our previous forecast and full-year
EPS growth in excess of 34%.  In addition, we now expect to convert
approximately 100% of full-year net earnings to free cash flow.
    "With regard to 2005, we expect our fourth straight year of double-digit
earnings growth, with earnings from continuing operations of approximately
$6.00 per diluted share.  Key assumptions in our forecast include stable
economic conditions, accretion from the Tools Group acquisition, and rising
commodity and pension costs.  We will provide more detailed guidance for 2005
in January.
    "Black & Decker's formula of product innovation, end-user focus, and cost
reduction has continued to dramatically improve our earnings and cash flow.
Our outstanding cash flow enabled us to acquire Pentair's Tools Group, and
thereby capitalize on our core strengths to create value.  Aided by a strong
balance sheet, we will continue evaluating acquisition opportunities to take
advantage of our market leadership and operating excellence.  Through steady
execution of our strategy and stewardship of capital, we intend to continue
generating outstanding returns for our shareholders."
    The Corporation also announced that Mark H. Willes, 63, has been elected
to the Corporation's Board of Directors.  The retired chairman, president, and
chief executive officer of The Times Mirror Company previously served as a
director of the Corporation from 1990 to 2001.  During his distinguished
business career, Mr. Willes also served as president, chief operations
officer, and vice chairman of General Mills and as president of the Federal
Reserve Bank of Minneapolis.  Commenting on Mr. Willes's election, Mr.
Archibald said, "We are delighted to welcome Mark Willes back to the board.
His extensive experience in business and economics, as well as his in-depth
knowledge of Black & Decker, will prove extremely valuable."
    The Corporation also announced that its Board of Directors declared a
quarterly cash dividend of $0.21 per share of the Corporation's outstanding
common stock payable December 31, 2004, to stockholders of record at the close
of business on December 17, 2004.
    The Corporation will hold a conference call today at 10:00 a.m., E.T., to
discuss third-quarter results and the outlook for the remainder of 2004.
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
                                    -----------------------------------------
                                     September 26, 2004   September 28, 2003
                                    -------------------- --------------------
    SALES                           $           1,282.5  $           1,115.8
      Cost of goods sold                          809.2                720.2
      Selling, general, and
       administrative expenses                    315.3                266.9
      Restructuring and exit costs                   -                  21.0
                                    -------------------- --------------------
    OPERATING INCOME                              158.0                107.7
      Interest expense (net of
       interest income)                             4.1                  7.6
      Other expense                                 1.4                   .3
                                    -------------------- --------------------
    EARNINGS FROM CONTINUING
     OPERATIONS BEFORE INCOME TAXES               152.5                 99.8
      Income taxes                                 41.2                 26.6
                                    -------------------- --------------------
    NET EARNINGS FROM CONTINUING
     OPERATIONS                                   111.3                 73.2
    DISCONTINUED OPERATIONS (NET OF
     INCOME TAXES):
      Earnings of discontinued
       operations                                    .2                  1.2
      Gain on sale of discontinued
       operations                                   1.0                   -
                                    -------------------- --------------------
    NET EARNINGS FROM DISCONTINUED
     OPERATIONS                                     1.2                  1.2
                                    -------------------- --------------------
    NET EARNINGS                    $             112.5  $              74.4
                                    ==================== ====================

    BASIC EARNINGS PER COMMON SHARE
      Continuing operations         $              1.38  $               .94
      Discontinued operations                       .02                  .02
                                    -------------------- --------------------
    NET EARNINGS PER
     COMMON SHARE - BASIC           $              1.40  $               .96
                                    ==================== ====================

    Shares Used in Computing
     Basic Earnings Per Share
     (in Millions)                                 80.1                 77.7
                                    ==================== ====================

    DILUTED EARNINGS
     PER COMMON SHARE
      Continuing operations         $              1.35  $               .94
      Discontinued operations                       .02                  .01
                                    -------------------- --------------------
    NET EARNINGS PER COMMON
     SHARE - ASSUMING DILUTION      $              1.37  $               .95
                                    ==================== ====================

    Shares Used in Computing
     Diluted Earnings Per
     Share (in Millions)                           82.3                 78.0
                                    ==================== ====================


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

                                                  Nine Months Ended
                                    -----------------------------------------
                                     September 26, 2004   September 28, 2003
                                    -------------------- --------------------
    SALES                           $           3,673.0  $           3,145.1
      Cost of goods sold                        2,309.3              2,023.5
      Selling, general, and
       administrative expenses                    926.4                810.3
      Restructuring and exit costs                   -                  21.6
                                    -------------------- --------------------
    OPERATING INCOME                              437.3                289.7
      Interest expense (net of
       interest income)                            13.8                 27.4
      Other expense                                 2.4                  2.6
                                    -------------------- --------------------
    EARNINGS FROM CONTINUING
     OPERATIONS BEFORE INCOME TAXES               421.1                259.7
      Income taxes                                113.7                 68.7
                                    -------------------- --------------------
    NET EARNINGS FROM CONTINUING
     OPERATIONS                                   307.4                191.0
    DISCONTINUED OPERATIONS (NET OF
     INCOME TAXES):
      Earnings of discontinued
       operations                                    .6                  2.5
      Gain on sale of discontinued
       operations (net of impairment
       charge of $24.4)                            12.7                   -
                                    -------------------- --------------------
    NET EARNINGS FROM DISCONTINUED
     OPERATIONS                                    13.3                  2.5
                                    -------------------- --------------------
    NET EARNINGS                    $             320.7  $             193.5
                                    ==================== ====================

    BASIC EARNINGS PER COMMON SHARE
      Continuing operations         $              3.88  $              2.45
      Discontinued operations                       .16                  .03
                                    -------------------- --------------------
    NET EARNINGS PER
     COMMON SHARE - BASIC           $              4.04  $              2.48
                                    ==================== ====================

    Shares Used in Computing
     Basic Earnings Per Share
     (in Millions)                                 79.3                 77.9
                                    ==================== ====================

    DILUTED EARNINGS
     PER COMMON SHARE
      Continuing operations         $              3.80  $              2.45
      Discontinued operations                       .16                  .03
                                    -------------------- --------------------
    NET EARNINGS PER COMMON
     SHARE - ASSUMING DILUTION      $              3.96  $              2.48
                                    ==================== ====================

    Shares Used in Computing
     Diluted Earnings Per
     Share (in Millions)                           80.9                 78.1
                                    ==================== ====================


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

                                     September 26, 2004    December 31, 2003
                                    --------------------  -------------------
    ASSETS
    Cash and cash equivalents       $             626.4   $            308.2
    Trade receivables                             982.7                808.6
    Inventories                                   903.4                709.9
    Current assets of discontinued
     operations                                    66.3                160.2
    Other current assets                          179.8                216.1
                                    --------------------  -------------------
        TOTAL CURRENT ASSETS                    2,758.6              2,203.0
                                    --------------------  -------------------

    PROPERTY, PLANT, AND EQUIPMENT                613.9                660.2
    GOODWILL                                      786.6                771.7
    OTHER ASSETS                                  578.8                587.6
                                    --------------------  -------------------
                                    $           4,737.9   $          4,222.5
                                    ====================  ===================

    LIABILITIES AND
     STOCKHOLDERS' EQUITY
    Short-term borrowings           $               2.8   $               .1
    Current maturities
     of long-term debt                               .4                   .4
    Trade accounts payable                        508.1                379.8
    Current liabilities of
     discontinued operations                       29.8                 38.0
    Other accrued liabilities                     880.2                893.8
                                    --------------------  -------------------
        TOTAL CURRENT LIABILITIES               1,421.3              1,312.1
                                    --------------------  -------------------

    LONG-TERM DEBT                                909.8                915.6
    DEFERRED INCOME TAXES                         180.8                179.8
    POSTRETIREMENT BENEFITS                       460.7                451.9
    OTHER LONG-TERM LIABILITIES                   506.7                516.6
    STOCKHOLDERS' EQUITY                        1,258.6                846.5
                                    --------------------  -------------------
                                    $           4,737.9   $          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
     September 26, 2004       Accessories  Improvement     Systems      Total
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers                     $854.4       $248.3      $142.4   $1,245.1
    Segment profit (loss)
     (for Consolidated,
     operating income)              121.2         38.0        17.5      176.7
    Depreciation and amortization    20.4          6.1         4.2       30.7
    Capital expenditures             14.9          8.9         3.7       27.5

    Three Months Ended
     September 28, 2003
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers                     $808.5       $174.3      $126.3   $1,109.1
    Segment profit (loss)
     (for Consolidated,
      operating income before
      restructuring and exit
      costs)                         98.1         25.1        17.2      140.4
    Depreciation and amortization    21.2          4.7         3.9       29.8
    Capital expenditures             23.0           .8         3.1       26.9


    Nine Months Ended
     September 26, 2004
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers                   $2,420.3       $704.6      $432.8   $3,557.7
    Segment profit (loss)
     (for Consolidated,
      operating income)             320.2        111.3        57.8      489.3
    Depreciation and amortization    59.1         21.3        12.5       92.9
    Capital expenditures             46.0         17.2         8.2       71.4

    Nine Months Ended
     September 28, 2003
    --------------------------------------------------------------------------
    Sales to unaffiliated
     customers                   $2,261.1       $486.5      $391.5   $3,139.1
    Segment profit (loss)
     (for Consolidated,
     operating income before
     restructuring and exit
     costs)                         244.9         55.0        55.8      355.7
    Depreciation and amortization    61.5         18.2        11.7       91.4
    Capital expenditures             53.9         13.2         9.7       76.8


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

                                       Currency      Corporate,
    Three Months Ended              Translation    Adjustments,
     September 26, 2004             Adjustments  & Eliminations  Consolidated
    --------------------------------------------------------------------------
    Sales to unaffiliated customers       $37.4            $ -       $1,282.5
    Segment profit (loss) (for
     Consolidated, operating income)        4.1           (22.8)        158.0
    Depreciation and amortization            .9             2.2          33.8
    Capital expenditures                     .7              .1          28.3

    Three Months Ended
     September 28, 2003
    --------------------------------------------------------------------------
    Sales to unaffiliated customers        $6.7            $ -       $1,115.8
    Segment profit (loss) (for
     Consolidated, operating income
     before restructuring and exit
     costs)                                 (.4)          (11.3)        128.7
    Depreciation and amortization            .2              .8          30.8
    Capital expenditures                     .4              .2          27.5


    Nine Months Ended
     September 26, 2004
    --------------------------------------------------------------------------
    Sales to unaffiliated customers      $115.3            $ -       $3,673.0
    Segment profit (loss) (for
     Consolidated, operating income)       10.9           (62.9)        437.3
    Depreciation and amortization           2.9             7.2         103.0
    Capital expenditures                    1.9              .7          74.0

    Nine Months Ended
     September 28, 2003
    --------------------------------------------------------------------------
    Sales to unaffiliated customers        $6.0            $ -       $3,145.1
    Segment profit (loss) (for
     Consolidated, operating income
     before restructuring and exit
     costs)                                  .4           (44.8)        311.3
    Depreciation and amortization            .3             9.0         100.7
    Capital expenditures                     .3              .7          77.8


    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     Nine Months Ended
    -------------------------------------------------------------------------
                                  Sept. 26,  Sept. 28,  Sept. 26,  Sept. 28,
                                       2004       2003       2004       2003
    -------------------------------------------------------------------------
    Segment profit for
     total reportable
     business segments               $176.7     $140.4     $489.3     $355.7

    Items excluded from
     segment profit:

       Adjustment of budgeted
        foreign exchange rates
        to actual rates                 4.1        (.4)      10.9         .4

       Depreciation of
        Corporate property              (.3)       (.3)      (1.0)       (.8)

       Adjustment to businesses'
        postretirement benefit
        expenses booked in
        consolidation                    .1        3.8         .4       11.5

       Other adjustments booked in
        consolidation directly
        related to reportable
        business segments              (3.1)       1.0       (8.6)      (9.0)

    Amounts allocated to businesses in
     arriving at segment profit in
     excess of (less than) Corporate
     center operating expenses,
     eliminations, and other
     amounts identified above         (19.5)     (15.8)     (53.7)     (46.5)
    --------------------------------------------------------------------------

       Operating income before
        restructuring and exit costs  158.0      128.7      437.3      311.3

    Restructuring and exit costs         -        21.0         -        21.6
    --------------------------------------------------------------------------

       Operating income               158.0      107.7      437.3      289.7

    Interest expense, net of
     interest income                    4.1        7.6       13.8       27.4

    Other expense                       1.4         .3        2.4        2.6
    --------------------------------------------------------------------------
       Earnings from continuing
        operations before
        income taxes                 $152.5      $99.8     $421.1     $259.7
    ==========================================================================


    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.  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, as well as to exclude effects of acquired businesses on
sales.  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 quarters ended September 26, 2004 and
September 28, 2003, follows (dollars in millions except per share amounts):

                                                      Three Months Ended
                                               September 26,  September 28,
                                                        2004           2003
                                                     --------        -------
    Net earnings from continuing operations           $111.3          $73.2
    Excluding:
      Restructuring and exit costs, net of tax             -           15.3
                                                     --------        -------
    Net earnings from continuing operations,
     excluding restructuring and exit costs           $111.3          $88.5
                                                     ========        =======
    Diluted earnings per common share from
     continuing operations                             $1.35           $.94
    Excluding:
      Restructuring and exit costs, net of tax,
       per common share - assuming dilution                -            .20
                                                     --------        -------
    Net earnings, excluding restructuring and exit
     costs, per common share - assuming dilution       $1.35          $1.14
                                                     ========        =======
    Shares used in computing diluted earnings
     per share (in millions)                            82.3           78.0
                                                     ========        =======


    Sales, excluding the effects of acquired businesses:
    ----------------------------------------------------
    This press release indicates that sales from continuing operations
increased 9% during the three months ended September 26, 2004, as compared to
the corresponding period in the prior year, excluding the effects of
acquisitions.  The determination of the aforementioned growth in sales,
excluding sales of acquired businesses, is determined by deducting
$67.7 million of sales of the acquired businesses that were recognized during
the three-month period ended September 26, 2004.

    Free cash flow for the three months ended September 26, 2004 and the nine
    months ended September 26, 2004 and September 28, 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
three months ended September 26, 2004 and the nine months ended September 26,
2004 and September 28, 2003, follows (dollars in millions):

                                            Three Months Ended
                                                 September 26,
                                                          2004
                                                       --------
    Cash flow from operating activities                 $110.1
    Capital expenditures                                 (28.8)
    Proceeds from disposals of assets                       .7
                                                       --------
    Free cash flow                                       $82.0
                                                       ========

                                                       Nine Months Ended
                                             September 26,    September 28,
                                                      2004             2003
                                                   --------         --------
    Cash flow from operating activities             $264.3           $160.1
    Capital expenditures                             (75.2)           (79.5)
    Proceeds from disposals of assets                 16.1              9.7
                                                   --------         --------
    Free cash flow                                  $205.2            $90.3
                                                   ========         ========

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


    Operating Margin, excluding restructuring charges:
    --------------------------------------------------
    This press release indicates that operating margin, excluding
restructuring charges, increased 80 basis points during the three months ended
September 26, 2004, as compared to the corresponding period in the prior year.
The calculation of operating margin, excluding restructuring charges, which is
defined by the Corporation as operating income, excluding restructuring and
exit costs, as a percentage of sales, for the three months ended September 26,
2004 and September 28, 2003, follows (dollars in millions):

                                              Three Months Ended
                                   September 26, 2004     September 28, 2003
                                   -------------------    -------------------
                                            Operating              Operating
                                              Margin                 Margin
                                              -------                -------
    Sales                        $1,282.5               $1,115.8

    Operating income                158.0      12.3%       107.7       9.6%
    Excluding:
      Restructuring and
       exit costs                       -          -        21.0       1.9%
                                 --------     ------    --------     ------
    Operating income,
     excluding restructuring
     and exit costs                $158.0      12.3%      $128.7      11.5%
                                 ========     ======    ========     ======


    Segment sales, excluding the effects of acquired businesses:
    ------------------------------------------------------------
    As more fully described in this press release under the caption
"Supplemental Information About Business Segments - Basis of Presentation,"
elements of segment profit, including sales, for units located outside of the
United States are generally measured using the local currency as the
functional currency.  For these units, sales 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.  Amounts included on the line
entitled "Sales to unaffiliated customers" under the heading "Reportable
Business Segments" in the first table under the caption "Supplemental
Information About Business Segments" are reflected at the Corporation's
budgeted rates of exchange for 2004.
    This press release indicates that the Hardware and Home Improvement
segment reported a 7% sales increase for the three months ended September 26,
2004, as compared to the corresponding period in the prior year, excluding the
acquisition of Baldwin and Weiser.  The determination of the aforementioned
growth in sales, excluding the acquisition of Baldwin and Weiser, is as
follows (dollars in millions):

                                                      Three Months Ended
                                              September 26,  September 28,
                                                       2004           2003
                                                    -------        -------
    Hardware and Home Improvement segment sales
     as translated at budgeted rates of exchange     $248.3         $174.3
    Sales of acquired businesses as translated at
     budgeted rates of exchange                       (61.4)             -
                                                    -------        -------
    Hardware and Home Improvement segment sales,
     excluding sales of acquired businesses, as
     translated at budgeted rates of exchange        $186.9         $174.3
                                                    =======        =======

    This press release indicates that the Fastening and Assembly Systems
segment reported a 9% sales increase for the three months ended September 26,
2004, as compared to the corresponding period in the prior year, excluding the
acquisition of MasterFix.  The determination of the aforementioned growth in
sales, excluding the acquisition of MasterFix, is as follows (dollars in
millions):

                                                      Three Months Ended
                                              September 26,  September 28,
                                                       2004           2003
                                                    -------        -------
    Fastening and Assembly Systems segment sales
     as translated at budgeted rates of exchange     $142.4         $126.3
    Sales of acquired business as translated at
     budgeted rates of exchange                        (4.9)             -
                                                    -------        -------
    Fastening and Assembly Systems segment sales,
     excluding sales of acquired business, as
     translated at budgeted rates of exchange        $137.5         $126.3
                                                    =======        =======


SOURCE The Black & Decker Corporation




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