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

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


FOR IMMEDIATE RELEASE:  Thursday, January 29, 2004
Subject:  Black & Decker Reports Earnings Per Share Before Restructuring Charges
          of $1.35 for  Fourth  Quarter  2003 and  Record  $4.02 for Full  Year;
          Generates Record $480 Million Free Cash Flow

Towson, MD - The Black & Decker Corporation (NYSE: BDK) today announced that net
earnings for the fourth  quarter of 2003 were $99.5 million or $1.27 per diluted
share,  versus net earnings of $75.7  million or $0.94 per diluted share for the
fourth quarter of 2002. Excluding  restructuring  charges in both years, diluted
earnings per share were $1.35 for the quarter, an increase of 29% over $1.05 for
the fourth quarter of 2002.

     For the full year 2003, net earnings were a record $3.75 per diluted share,
versus $2.84 in 2002.  Excluding  restructuring  charges in both years,  diluted
earnings per share were $4.02 for 2003, an increase of 24% over $3.23 in 2002.

     The Corporation  also generated a record $480 million of free cash flow, up
from the previous record of $360 million set in 2002. For the third  consecutive
year,  working  capital changes were favorable,  and capital  expenditures  were
lower than depreciation and amortization.

                                     (more)



Page Two

     In  January  2004,  the  Corporation  completed  the  sale of two  European
security  hardware  businesses,  Corbin and NEMEF.  Together  with DOM  security
hardware,  which is currently held for sale,  these  businesses are reflected as
discontinued operations in the accompanying financial information.

     Sales from continuing  operations for the fourth quarter of 2003 were $1.34
billion, an 11% increase over $1.20 billion for the same period last year. Sales
increased  2%  excluding  the effects of foreign  currency  translation  and the
acquisition of Baldwin Hardware Corporation and Weiser Lock Corporation.

     Sales from continuing operations for the full year were $4.48 billion, a 4%
increase over $4.29 billion in 2002.  Sales for the year  decreased 1% excluding
the effects of foreign currency translation and the acquisition.

     Inventory of continuing  operations  was $710 million at the end of 2003, a
$16 million  decrease  from the 2002  year-end  level.  Excluding the effects of
foreign currency translation and the acquisition,  inventory decreased more than
$80 million.

     Commenting on the results, Nolan D. Archibald, Chairman and Chief Executive
Officer,  said,  "Black & Decker had  another  outstanding  quarter and a record
year. We are very pleased with the strength and consistency of our results.  For
the seventh straight  quarter,  earnings per share grew more than 19%. All three
of our  business  segments  reported  higher  sales and at least  12%  operating
margins for the quarter.  Sales of DEWALT(R)  professional products and hardware
and home improvement  products  exceeded our  expectations.  This growth,  which
reflected our strong market positions and an improving U.S. economy, resulted in
earnings above our guidance.

     "Free cash flow was also well above our  projection,  due largely to strong
earnings  and  lower   working   capital.   Capital   expenditures   were  below
depreciation,  but remained  sufficient  to support an  impressive  range of new
products.  We have now set free cash flow records for two consecutive  years and
converted over 100% of earnings to cash for three consecutive years.

                                     (more)



Page Three

     "The restructuring program announced in early 2002 generated  approximately
$50 million of  incremental  cost savings in 2003. The final phase is proceeding
as planned, and we continue to expect incremental savings of $45 million in 2004
and $10 million in 2005,  which,  combined with benefits  realized to date, will
total $130 million of annualized savings.

     "As  announced on October 1, 2003,  we  completed  the  acquisition  of the
Baldwin Hardware  Corporation and Weiser Lock Corporation from Masco Corporation
early in the  fourth  quarter.  We will take a number of  actions  to  eliminate
duplicate  costs  and  excess  capacity  from  the  combined  security  hardware
businesses, including the closures of a Kwikset plant in Oklahoma and the Weiser
administrative and distribution  facility in Arizona.  Costs associated with the
Kwikset plant closure are  reflected in the $10.0 million  restructuring  charge
recorded  in the  quarter,  and costs  associated  with the Weiser  closure  are
reflected as part of the acquisition of that business.

     "Sales in the Power Tools and Accessories  segment  increased  slightly for
the quarter, with growth in the U.S., Asia,  Australia,  and Latin America being
offset by a  decline  in  Europe.  For the full  year,  sales  decreased  1%, as
improvement  in the second half nearly  offset  weaker  results in the first six
months.  Operating  profit  decreased  1% for both the  quarter  and full  year,
largely due to costs related to lower production levels.

     "In  the  U.S.,   fourth-quarter  sales  of  DEWALT  professional  products
increased at a  double-digit  rate on strong demand from the major  distribution
channels. DEWALT continued to meet competitive challenges with new products such
as a corded/cordless  utility vacuum, a critically  acclaimed  thickness planer,
and a belt sander. Sales of consumer products for the quarter decreased at a low
double-digit rate, with continued  weakness in cleaning  products.  For the full
year,  increasing  momentum  in the  second  half  enabled  DEWALT to hold sales
roughly flat, and consumer product sales decreased at a low single-digit rate.

                                     (more)



Page Four

     "Sales in Europe decreased at a mid-single-digit  rate for both the quarter
and the full year,  as the weak retail  environment  continued to challenge  our
consumer  division.  Professional tool sales were roughly flat for the year in a
weak construction  market. As a result of restructuring  benefits,  ongoing cost
reduction efforts,  and favorable foreign currency rates,  however, our European
operating  profit  increased  significantly  for the  quarter  and the full year
despite  the sales  decline.  The  European  business is on track to achieve its
target of 10% operating margin in 2004, ahead of schedule.

     "The Hardware and Home  Improvement  segment  reported a 42% sales increase
for the quarter and a high single-digit growth rate excluding the acquisition of
Baldwin and Weiser.  Driven by expanded  product  listings at a major  retailer,
sales of Price  Pfister(R)  plumbing  products rose more than 20%.  Sales in the
Kwikset  security  hardware  business  increased  at a  low  single-digit  rate,
reflecting  successful  combination  kit  promotions  partly  offset by retailer
inventory reductions.  For the full year, sales for the segment increased 9% and
at  a  low  single-digit  rate  excluding  the  acquisition.   Productivity  and
restructuring savings continued to improve the operating margins for Kwikset and
Price Pfister,  resulting in dramatic  operating  profit  increases for both the
quarter and the full year.

     "Sales in the Fastening and Assembly  Systems segment  increased 4% for the
quarter,  with gains in all  geographic  regions and in both the  automotive and
industrial  divisions.  Operating  profit in this segment  increased 5% from the
fourth quarter last year, led by a rebound in the industrial  division.  For the
full year, sales and operating profit were similar to 2002,  representing  solid
performance  despite  lower  automotive  production  and a  sluggish  industrial
marketplace.

     "Looking  forward,  we plan to build on our  success of the last two years.
Assuming a modestly recovering U.S. economy, we are forecasting low single-digit
sales growth for 2004,  excluding currency  translation and the acquisition,  or
mid-to-high single-digit growth including those factors. Continued restructuring
benefits should drive operating margins higher,  and, as a result, we anticipate
diluted earnings per share in the ranges of $4.35-to-$4.50 for the full year and
$0.65-to-$0.70 for the first quarter.  We also expect to convert at least 90% of
net earnings to free cash flow.

                                     (more)



Page Five

     "Once again,  Black & Decker  delivered solid sales  improvement,  a strong
operating margin,  and outstanding  earnings and cash flow. During 2003, we also
completed  our largest  bolt-on  acquisition  to date,  repurchased  two million
shares of stock,  and  increased our dividend 75%, yet ended the year with lower
net debt than 2002.  We continue to leverage  our powerful  brands,  world-class
product  development,  and  industry-leading  end-user focus to maintain  market
leadership  and deliver  outstanding  financial  returns.  By  combining  market
leadership  with  operating  excellence,  Black & Decker is benefiting  from the
improving economy and is in a strong position to continue delivering outstanding
value to shareholders."

     The Corporation  will hold a conference call today at 10:00 a.m.,  E.T., to
discuss  2003  results  and the outlook  for 2004.  Investors  can listen to the
conference  call by visiting  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
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, 2002.

     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, 2003     December 31, 2002
                                        ------------------    ------------------

SALES                                   $         1,337.6     $         1,204.5
     Cost of goods sold                             863.6                 761.3
     Selling, general, and
       administrative expenses                      325.0                 315.7
     Restructuring and exit costs                    10.0                  12.3
                                        ------------------    ------------------
OPERATING INCOME                                    139.0                 115.2
     Interest expense (net of
       interest income)                               7.8                  13.0
     Other expense (income)                             -                   (.3)
                                        ------------------    ------------------
EARNINGS FROM CONTINUING OPERATIONS
     BEFORE INCOME TAXES                            131.2                 102.5
     Income taxes                                    35.0                  28.2
                                        ------------------    ------------------
NET EARNINGS FROM CONTINUING OPERATIONS              96.2                  74.3
     Earnings from discontinued
       operations (net of income taxes)               3.3                   1.4
                                        ------------------    ------------------
NET EARNINGS                            $            99.5     $            75.7
                                        ==================    ==================


BASIC EARNINGS PER COMMON SHARE
     Continuing operations              $            1.24     $             .92
     Discontinued operations                          .04                   .02
                                        ------------------    ------------------
NET EARNINGS PER COMMON SHARE
     - BASIC                            $            1.28     $             .94
                                        ==================    ==================

Shares Used in Computing Basic
     Earnings Per Share (in Millions)                77.8                  80.3
                                        ==================    ==================


DILUTED EARNINGS PER COMMON SHARE
     Continuing operations              $            1.23     $             .92
     Discontinued operations                          .04                   .02
                                        ------------------    ------------------
NET EARNINGS PER COMMON SHARE
     - ASSUMING DILUTION                $            1.27     $             .94
                                        ==================    ==================

Shares Used in Computing Diluted
     Earnings Per Share (in Millions)                78.5                  80.7
                                        ==================    ==================



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


                                                      Year Ended
                                        ----------------------------------------
                                        December 31, 2003     December 31, 2002
                                        ------------------    ------------------

SALES                                   $         4,482.7     $         4,291.8
     Cost of goods sold                           2,887.1               2,805.6
     Selling, general, and
       administrative expenses                    1,135.3               1,071.6
     Restructuring and exit costs                    31.6                  46.6
                                        ------------------    ------------------
OPERATING INCOME                                    428.7                 368.0
     Interest expense (net of
       interest income)                              35.2                  57.8
     Other expense                                    2.6                   4.8
                                        ------------------    ------------------
EARNINGS FROM CONTINUING OPERATIONS
     BEFORE INCOME TAXES                            390.9                 305.4
     Income taxes                                   103.7                  76.9
                                        ------------------    ------------------
NET EARNINGS FROM CONTINUING OPERATIONS             287.2                 228.5
     Earnings of discontinued
       operations (net of income taxes)               5.8                   1.2
                                        ------------------    ------------------
NET EARNINGS                            $           293.0     $           229.7
                                        ==================    ==================


BASIC EARNINGS PER COMMON SHARE
     Continuing operations              $            3.69     $            2.85
     Discontinued operations                          .07                   .01
                                        ------------------    ------------------
NET EARNINGS PER COMMON SHARE
     - BASIC                            $            3.76     $            2.86
                                        ==================    ==================

Shares Used in Computing Basic
     Earnings Per Share (in Millions)                77.9                  80.4
                                        ==================    ==================


DILUTED EARNINGS PER COMMON SHARE
     Continuing operations              $            3.68     $            2.83
     Discontinued operations                          .07                   .01
                                        ------------------    ------------------
NET EARNINGS PER COMMON SHARE
     - ASSUMING DILUTION                $            3.75     $            2.84
                                        ==================    ==================

Shares Used in Computing Diluted
     Earnings Per Share (in Millions)                78.2                  80.9
                                        ==================    ==================



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


                                        December 31, 2003     December 31, 2002
                                        ------------------    ------------------

ASSETS
Cash and cash equivalents               $           308.2     $           517.1
Trade receivables                                   808.6                 715.5
Inventories                                         709.9                 725.7
Current assets of
  discontinued operations                           160.2                  38.0
Other current assets                                216.1                 197.6
                                        ------------------    ------------------
       TOTAL CURRENT ASSETS                       2,203.0               2,193.9
                                        ------------------    ------------------

PROPERTY, PLANT, AND EQUIPMENT                      660.2                 629.6
GOODWILL                                            771.7                 658.4
LONG-TERM ASSETS OF
  DISCONTINUED OPERATIONS                               -                  99.7
OTHER ASSETS                                        587.6                 548.9
                                        ------------------    ------------------
                                        $         4,222.5     $         4,130.5
                                        ==================    ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings                   $              .1     $             4.6
Current maturities of long-term debt                   .4                 312.0
Trade accounts payable                              379.8                 336.2
Current liabilities of
  discontinued operations                            38.0                  18.8
Other accrued liabilities                           893.8                 781.8
                                        ------------------    ------------------
       TOTAL CURRENT LIABILITIES                  1,312.1               1,453.4
                                        ------------------    ------------------

LONG-TERM DEBT                                      915.6                 927.6
DEFERRED INCOME TAXES                               179.8                 211.3
POSTRETIREMENT BENEFITS                             451.9                 395.7
LONG-TERM LIABILITIES OF
  DISCONTINUED OPERATIONS                               -                  14.4
OTHER LONG-TERM LIABILITIES                         516.6                 528.5
STOCKHOLDERS' EQUITY                                846.5                 599.6
                                        ------------------    ------------------
                                        $         4,222.5     $         4,130.5
                                        ==================    ==================



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




                                                   Reportable Business Segments
                                          ----------------------------------------------
                                                Power     Hardware   Fastening               Currency      Corporate,
                                              Tools &       & Home  & Assembly            Translation    Adjustments,
Three Months Ended December 31, 2003      Accessories  Improvement     Systems     Total  Adjustments  & Eliminations  Consolidated
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Sales to unaffiliated customers              $  914.0       $230.1      $134.6  $1,278.7       $ 58.9          $    -      $1,337.6
Segment profit (loss) (for Consoli-
     dated, operating income
     before restructuring and exit costs)       112.8         37.8        20.9     171.5          6.0           (28.5)        149.0
Depreciation and amortization                    20.1          6.2         3.6      29.9          1.1             1.7          32.7
Capital expenditures                             15.5          3.9         4.0      23.4          1.2              .1          24.7

Three Months Ended December 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers              $  911.2       $162.4      $128.8  $1,202.4       $  2.1          $    -      $1,204.5
Segment profit (loss) (for Consoli-
     dated, operating income
     before restructuring and exit costs)       114.2         18.8        19.9     152.9          (.7)          (24.7)        127.5
Depreciation and amortization                    20.0          4.8         3.4      28.2           .1             2.2          30.5
Capital expenditures                             18.5          1.7         4.9      25.1           .1              .1          25.3

Year Ended December 31, 2003
- ------------------------------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers              $3,114.9       $715.7      $514.2  $4,344.8       $137.9          $    -      $4,482.7
Segment profit (loss) (for Consoli-
     dated, operating income
     before restructuring and exit costs)       350.9         92.8        73.9     517.6         14.3           (71.6)        460.3
Depreciation and amortization                    80.5         24.4        15.0     119.9          2.8            10.7         133.4
Capital expenditures                             68.2         17.1        13.4      98.7          3.0              .8         102.5

Year Ended December 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers              $3,156.2       $659.3      $513.3  $4,328.8       $(37.0)         $    -      $4,291.8
Segment profit (loss) (for Consoli-
     dated, operating income
     before restructuring and exit costs)       354.7         47.4        74.7     476.8         (3.9)          (58.3)        414.6
Depreciation and amortization                    80.1         25.5        14.2     119.8          (.7)            3.3         122.4
Capital expenditures                             70.8          9.0        13.9      93.7          (.2)             .8          94.3





     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
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                       December 31,    December 31,    December 31,    December 31,
                                                                               2003            2002            2003            2002
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 
Segment profit for total reportable business segments                        $171.5          $152.9          $517.6          $476.8

Items excluded from segment profit:

      Adjustment of budgeted foreign exchange rates to
          actual rates                                                          6.0             (.7)           14.3            (3.9)

      Depreciation of Corporate property                                        (.3)            (.2)           (1.1)           (1.3)

      Adjustment to businesses' postretirement benefit
          expenses booked in consolidation                                      3.9             9.5            15.4            38.3

      Other adjustments booked in consolidation directly
          related to reportable business segments                              (6.0)           (4.8)          (15.0)           (8.4)

Amounts allocated to businesses in arriving at segment
      profit in excess of (less than) Corporate center
      operating expenses, eliminations, and other
      amounts identified above                                                (26.1)          (29.2)          (70.9)          (86.9)
- ------------------------------------------------------------------------------------------------------------------------------------
      Operating income before restructuring and exit costs                    149.0           127.5           460.3           414.6

Restructuring and exit costs                                                   10.0            12.3            31.6            46.6
- ------------------------------------------------------------------------------------------------------------------------------------
      Operating income                                                        139.0           115.2           428.7           368.0

Interest expense, net of interest income                                        7.8            13.0            35.2            57.8

Other expense (income)                                                            -             (.3)            2.6             4.8
- ------------------------------------------------------------------------------------------------------------------------------------
      Earnings from continuing operations before income taxes                $131.2          $102.5          $390.9          $305.4
====================================================================================================================================



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.  It 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 expected to be sold in 2004 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, 2002,
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
2003. 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 changes in foreign  currency  exchange
rates and the sales 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.

Net  earnings  and  diluted  earnings  per  share,   excluding  the  effects  of
- --------------------------------------------------------------------------------
restructuring charges:
- ----------------------
     The calculation of net earnings,  excluding  restructuring  and exit costs,
net of tax, and diluted  earnings per share,  excluding  restructuring  and exit
costs,  net of tax, and the resultant  percentage  increases in diluted earnings
per share,  excluding  restructuring and exit costs, net of tax, of 29% and 24%,
for the  quarters  and years ended  December  31,  2003 and 2002,  respectively,
follows (dollars in millions except per share amounts):

                                                        Three Months Ended
                                                   December 31,    December 31,
                                                           2003            2002
                                                   -------------   -------------

    Net earnings                                         $ 99.5          $ 75.7
    Excluding:
       Restructuring and exit costs, net of tax             6.4             9.4
                                                   -------------   -------------
    Net earnings, excluding restructuring
       and exit costs                                    $105.9          $ 85.1
                                                   =============   =============

    Net earnings per common share
       - assuming dilution                               $ 1.27          $  .94
    Excluding:
       Restructuring and exit costs, net of tax,
         per common share - assuming dilution               .08             .11
                                                   -------------   -------------
    Net earnings, excluding restructuring
       and exit costs, per common share
       - assuming dilution                               $ 1.35          $ 1.05
                                                   =============   =============

    Shares used in computing diluted
       earnings per share (in millions)                    78.5            80.7
                                                   =============   =============




                                                            Year Ended
                                                   December 31,    December 31,
                                                           2003            2002
                                                   -------------   -------------

    Net earnings                                         $293.0          $229.7
    Excluding:
       Restructuring and exit costs, net of tax            21.7            31.7
                                                   -------------   -------------
    Net earnings, excluding restructuring
       and exit costs                                    $314.7          $261.4
                                                   =============   =============

    Net earnings per common share
       - assuming dilution                               $ 3.75          $ 2.84
    Excluding:
       Restructuring and exit costs, net of tax,
         per common share - assuming dilution               .27             .39
                                                   -------------   -------------
    Net earnings, excluding restructuring
       and exit costs, per common share
       - assuming dilution                               $ 4.02          $ 3.23
                                                   =============   =============

    Shares used in computing diluted
       earnings per share (in millions)                    78.2            80.9
                                                   =============   =============

Sales,  excluding  the  effects of foreign  currency  translation  and  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
2003.  The reference in this press release to a 2% increase in sales,  excluding
the effects of foreign  currency  translation and acquired  businesses,  for the
fourth  quarter  of 2003,  compared  to the  corresponding  period  in 2002,  is
determined as follows (dollars in millions):


                                                        Three Months Ended
                                                   December 31,    December 31,
                                                           2003            2002
                                                   -------------   -------------

    Sales                                              $1,337.6        $1,204.5
    Currency translation adjustment                       (58.9)           (2.1)
                                                   -------------   -------------
    Sales as translated at budgeted rates
       of exchange                                      1,278.7         1,202.4
    Sales of acquired businesses as translated
       at budgeted rates of exchange                      (53.1)              -
                                                   -------------   -------------
    Sales excluding foreign currency and the
       acquisition of Baldwin and Weiser               $1,225.6        $1,202.4
                                                   =============   =============



The  reference in this press  release to a 1% decrease in sales,  excluding  the
effects of foreign currency  translation and acquired  businesses,  for the year
ended  December 31,  2003,  compared to the year ended  December  31,  2002,  is
determined as follows (dollars in millions):

                                                            Year Ended
                                                   December 31,    December 31,
                                                           2003            2002
                                                   -------------   -------------

    Sales                                              $4,482.7        $4,291.8
    Currency translation adjustment                      (137.9)           37.0
                                                   -------------   -------------
    Sales as translated at budgeted rates
       of exchange                                      4,344.8         4,328.8
    Sales of acquired businesses as translated at
       budgeted rates of exchange                         (53.1)              -
                                                   -------------   -------------
    Sales excluding foreign currency and the
       acquisition of Baldwin and Weiser               $4,291.7        $4,328.8
                                                   =============   =============

Hardware  and Home  Improvement  segment  sales,  excluding  the  effects of the
- --------------------------------------------------------------------------------
acquired businesses:
- --------------------
     This press release indicates that the Hardware and Home Improvement segment
reported  a 42% sales  increase  for the  quarter  ended  December  31,  2003 as
compared to the corresponding quarter in the prior year, and a high single-digit
sales growth rate excluding the  acquisition  of Baldwin and Weiser.  This press
release also indicates that the Hardware and Home Improvement segment reported a
9% sales  increase for the year ended December 31, 2003 as compared to 2002, and
a low single-digit rate of sales growth excluding the acquisition of Baldwin and
Weiser. The determination of the aforementioned  growth in sales,  excluding the
acquisition of Baldwin and Weiser,  is determined by deducting  $53.1 million of
sales of the acquired  businesses  that were recognized for the quarter and year
ended December 31, 2003.

Free cash flow for the years ended December 31, 2003 and 2002:
- --------------------------------------------------------------
     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, 2003 and 2002, follows (dollars in millions):

    Cash flow from operating activities                 $570.6           $451.6
    Capital expenditures (including capital
      expenditures of discontinued operations)          (105.8)           (96.6)
    Proceeds from disposals of assets                     15.0              4.6
                                                   ------------    -------------
    Free cash flow                                      $479.8           $359.6
                                                   ============    =============