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:  Wednesday, January 26, 2005

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

Towson, MD - The Black & Decker Corporation (NYSE: BDK) today announced that net
earnings from continuing operations for the fourth quarter of 2004 were a record
$133.7  million or $1.60 per diluted  share,  versus $96.2  million or $1.23 per
diluted share in the fourth quarter of 2003. Excluding  restructuring charges in
the prior year, diluted earnings per share from continuing  operations increased
22%. For the full year 2004,  net earnings  from  continuing  operations  were a
record $441.1 million or $5.40 per diluted share, versus $287.2 million or $3.68
per diluted share in 2003.  Excluding  restructuring  charges in the prior year,
full-year diluted earnings per share from continuing operations increased 36%.

     Sales from continuing  operations increased 29% for the quarter to a record
$1.73  billion,  and  increased 20% to a record $5.40 billion for the full year.
Sales of existing businesses increased 10% and 11% in the quarter and full year,
respectively,  and acquisitions  contributed 19% and 9%,  respectively.  Foreign
currency translation had a positive impact on sales of 2% for the quarter and 3%
for the full year.

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Page Two

     The Corporation  generated a record $526 million of free cash flow, up from
$480  million  in 2003.  Free cash flow set a record for the third year in a row
and exceeded net earnings for the fourth consecutive year.

     Nolan D. Archibald,  Chairman and Chief Executive Officer, commented, "2004
was a year of outstanding growth for Black & Decker, with record sales, earnings
and free cash flow.  Organic sales grew  impressively in both the fourth quarter
and the full year,  led by the U.S.  DEWALT  division.  We augmented our organic
sales growth with the  acquisitions of Baldwin  Hardware and Weiser Lock in late
2003 and the Porter-Cable and Delta Tools Group in late 2004.  Operating margins
continued to increase,  due to excellent execution of our restructuring  program
and strong sales volume.  Our record free cash flow helped us limit our net debt
increase  to less than $100  million  and  reduce the ratio of net debt to total
capital  from 42% to 31%,  while  investing  approximately  $775  million in the
Porter-Cable and Delta Tools Group acquisition.  We extended our track record of
operating improvement and consistent  performance,  posting an eleventh straight
quarter of 18% or better EPS growth.  Finally,  our shareholders  benefited from
stock performance in the top 3% of the S&P 500. By all key measures, 2004 was an
excellent year.

     "It was also an  outstanding  year with respect to our bolt-on  acquisition
strategy. The Porter-Cable and Delta Tools Group acquisition, which we completed
in early October, continues the expansion we began with Baldwin and Weiser. Both
strategically  and  financially  compelling,  this  transaction  strengthens our
position  in  the  attractive   industrial   market  through  great  brands,   a
complementary   product  line,  greater  presence  in  key  channels,   and  the
opportunity to leverage our core strengths of innovation and end-user focus. Our
track record in restructuring and our ongoing success in integrating Baldwin and
Weiser give us confidence that we can realize $65 million of synergies and $1.00
of EPS accretion by the end of 2007.

     "Sales in the Power Tools and  Accessories  segment  increased  33% for the
quarter, including 7% in existing businesses. The U.S. DEWALT and Black & Decker
divisions grew sales at a high single-digit rate this quarter. DEWALT sales were
strong in all major channels, reflecting innovative new products in the cordless
and nailer  lines.  Popularity  of our cordless  tools,  lasers and  measurement
products,  including the new  AutoTape(TM)  automatic  tape  measure,  drove the
increase for the Black & Decker consumer business. DEWALT led our sales gains in
Europe,  with higher  sales of hammers and new products  including  the cordless
nailer.

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Page Three

     "Operating  margins  improved  30 basis  points  for the  Power  Tools  and
Accessories segment for the quarter, with restructuring savings and productivity
outweighing the addition of the lower-margin Porter-Cable and Delta Tools Group.
Margins were  particularly  strong in North America and also improved in Europe.
The  integration  of the  acquisition  is proceeding as planned,  and the profit
contribution of the acquired business met our expectations.

     "For the full  year,  sales in the  Power  Tools  and  Accessories  segment
increased 15%,  including an 8% impact of the Porter-Cable and Delta Tools Group
acquisition,  as organic sales  increased in all  geographic  regions.  The U.S.
DEWALT  division  grew  full-year  sales  at  double-digit  rates  in all  major
channels.  Operating margins in the segment improved 170 basis points, including
a 40-basis-point negative impact from the acquisition.

     "Sales in the Hardware and Home Improvement  segment  increased 10% for the
quarter.  Baldwin,  Weiser,  and Price  Pfister  all posted  double-digit  sales
increases,  and Kwikset sales increased at a low single-digit  rate.  Throughout
this segment,  we have  successfully  launched new styles and  strengthened  our
positions  at key  retailers.  Operating  profit  decreased  due to a decline at
Kwikset,  reflecting  higher  raw  material  prices,  non-recurring  costs  of a
merchandizing  re-set  at  a  key  retailer,  and  restructuring-related   costs
associated   with   the   rationalization   of   lockset   manufacturing.   This
rationalization effort is on track to improve margins in 2005.

     "For the full year,  sales in the  Hardware  and Home  Improvement  segment
increased 34%, driven by outstanding sales at Price Pfister,  a mid-single-digit
growth  rate  at  Kwikset,  and  the  23%  impact  of  the  Baldwin  and  Weiser
acquisition. Volume leverage and productivity gains resulted in 220 basis points
of operating margin improvement.

     "Sales in the Fastening and Assembly Systems segment increased 11% for both
the quarter and full year, with the MasterFix acquisition contributing 3% to the
increase in both time  periods.  For the  quarter,  sales  increased in most key
divisions and product lines, and were particularly  strong in Asia. Sales in the
North American  automotive  division grew at a high single-digit  rate,  despite
production  decreases  by  key  customers.  Operating  profit  in  this  segment
increased  1% and 3% for the quarter and full year,  respectively,  as commodity
price increases mitigated the impact of higher sales volume.

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Page Four

     "Looking forward, we are excited by the opportunity in 2005 to build on our
momentum.  Demand for our products remains strong, and with tougher  comparisons
in mind, we are  forecasting  low to  mid-single-digit  sales growth,  excluding
currency  translation and  acquisitions.  Including  these factors,  we expect a
sales growth rate in the high teens.  Operating margin in our existing  business
should  increase  modestly,  with  benefits of cost saving  initiatives  largely
offset by pressure  from raw material  costs,  pension  costs,  and stock option
expense.  We  continue  to expect  that the  Porter-Cable  and Delta Tools Group
acquisition  will add $0.40 to earnings per share. As a result,  we anticipate a
fourth straight year of  double-digit  growth,  with diluted  earnings per share
from continuing operations in the ranges of $5.95-to-$6.10 for the full year and
$1.05-to-$1.10 for the first quarter. In addition, we expect to convert at least
90% of full-year net earnings to free cash flow.

     "In 2004, Black & Decker combined record sales, record earnings, and record
free cash flow with a very compelling acquisition, all of which contributed to a
shareholder  return  in the top 3% of the S&P  500.  We  believe  2005  presents
additional  opportunity for growth. Our track record of meeting  commitments and
improving our  businesses  gives us  confidence  that our cost  initiatives  and
innovation  will continue to generate  outstanding  earnings  growth in 2005 and
beyond.  Our  strong  free  cash  flow  will  enable  us  to  continue  creating
shareholder value by making bolt-on acquisitions, returning cash to shareholders
through share  repurchases  and  dividends,  or reducing debt. We have been good
stewards of capital and expanded our leading market positions, setting the stage
for a promising future. Our strategy is working,  and we will focus on executing
that strategy to deliver superior returns to our investors."

     The Corporation  will hold a conference call today at 10:00 a.m.,  E.T., to
discuss fourth-quarter and full-year results and the outlook for 2005. Investors
can listen to the conference call by visiting http://www.bdk.com and clicking on
the icon labeled "Live  Webcast."  Listeners  should log-in at least ten minutes
prior to the  beginning of the event to assure  timely  access.  A replay of the
call will be available at http://www.bdk.com.

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Page Five

     This  release  includes  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. By their nature,  all  forward-looking  statements involve
risks  and  uncertainties.  For a more  detailed  discussion  of the  risks  and
uncertainties  that may affect Black & Decker's  operating and financial results
and its  ability to achieve the  financial  objectives  discussed  in this press
release,  interested  parties  should  review the  "Forward-Looking  Statements"
sections in Black & Decker's  reports  filed with the  Securities  and  Exchange
Commission,  including  the Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.

     This release  contains  non-GAAP  financial  measures within the meaning of
Regulation G promulgated  by the Securities  and Exchange  Commission.  Included
with this release is a reconciliation of the differences  between these non-GAAP
financial  measures  with  the  most  directly  comparable   financial  measures
calculated in accordance with GAAP.

     Black & Decker is a leading global manufacturer and marketer of power tools
and accessories,  hardware and home improvement  products,  and technology-based
fastening systems.

                                      # # #



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


                                                        Three Months Ended
                                                 -------------------------------
                                                  December 31,     December 31,
                                                          2004             2003
                                                 --------------   --------------

SALES                                            $     1,725.4    $     1,337.6
  Cost of goods sold                                   1,123.6            863.6
  Selling, general, and
     administrative expenses                             409.9            325.0
  Restructuring and exit costs                               -             10.0
                                                 --------------   --------------
OPERATING INCOME                                         191.9            139.0
  Interest expense (net of
     interest income)                                      8.3              7.8
  Other expense                                             .4                -
                                                 --------------   --------------
EARNINGS FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                                    183.2            131.2
  Income taxes                                            49.5             35.0
                                                 --------------   --------------
NET EARNINGS FROM CONTINUING OPERATIONS                  133.7             96.2
  Earnings of discontinued operations
     (net of income taxes)                                 1.6              3.3
                                                 --------------   --------------
NET EARNINGS                                     $       135.3    $        99.5
                                                 ==============   ==============


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

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

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

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



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


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

SALES                                            $     5,398.4    $     4,482.7
  Cost of goods sold                                   3,432.9          2,887.1
  Selling, general, and
     administrative expenses                           1,336.3          1,135.3
  Restructuring and exit costs                               -             31.6
                                                 --------------   --------------
OPERATING INCOME                                         629.2            428.7
  Interest expense (net of
     interest income)                                     22.1             35.2
  Other expense                                            2.8              2.6
                                                 --------------   --------------
EARNINGS FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                                    604.3            390.9
  Income taxes                                           163.2            103.7
                                                 --------------   --------------
NET EARNINGS FROM CONTINUING OPERATIONS                  441.1            287.2

DISCONTINUED OPERATIONS (NET OF INCOME TAXES):
  Earnings of discontinued operations                      2.2              5.8
  Gain on sale of discontinued operations
     (net of impairment charge of $24.4)                  12.7                -
                                                 --------------   --------------
NET EARNINGS FROM DISCONTINUED OPERATIONS                 14.9              5.8
                                                 --------------   --------------
NET EARNINGS                                     $       456.0    $       293.0
                                                 ==============   ==============


BASIC EARNINGS PER COMMON SHARE
  Continuing operations                          $        5.53    $        3.69
  Discontinued operations                                  .19              .07
                                                 --------------   --------------
NET EARNINGS PER COMMON SHARE -
  BASIC                                          $        5.72    $        3.76
                                                 ==============   ==============

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

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

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



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


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

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

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

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

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



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



                                                 Reportable Business Segments
                                       ------------------------------------------------
                                             Power      Hardware    Fastening                Currency      Corporate,
                                           Tools &        & Home   & Assembly             Translation    Adjustments,
Three Months Ended December 31, 2004   Accessories   Improvement      Systems     Total   Adjustments  & Eliminations  Consolidated
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Sales to unaffiliated customers           $1,246.9        $254.8       $153.5  $1,655.2        $ 70.2         $    -       $1,725.4
Segment profit (loss) (for Consoli-
  dated, operating income)                   158.0          33.9         22.0     213.9           8.6          (30.6)         191.9
Depreciation and amortization                 26.8           5.9          4.1      36.8            .9            1.8           39.5
Capital expenditures                          28.9           8.7          5.0      42.6           1.0             .2           43.8


Three Months Ended December 31, 2003
- ------------------------------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers           $  937.3        $231.6       $138.6  $1,307.5        $ 30.1         $    -       $1,337.6
Segment profit (loss) (for Consoli-
  dated, operating income
  before restructuring and exit costs)       116.3          38.2         21.8     176.3           2.2           (29.5)        149.0
Depreciation and amortization                 20.5           6.2          3.7      30.4            .6             1.7          32.7
Capital expenditures                          15.9           3.9          4.1      23.9            .7              .1          24.7


Year Ended December 31, 2004
- ------------------------------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers           $3,667.2        $959.4       $586.3  $5,212.9        $185.5         $     -      $5,398.4
Segment profit (loss) (for Consoli-
  dated, operating income)                   478.2         145.2         79.8     703.2          19.5           (93.5)        629.2
Depreciation and amortization                 85.9          27.2         16.6     129.7           3.8             9.0         142.5
Capital expenditures                          74.9          25.9         13.2     114.0           2.9              .9         117.8


Year Ended December 31, 2003
- ------------------------------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers           $3,198.4        $718.1       $530.1  $4,446.6        $ 36.1         $     -      $4,482.7
Segment profit (loss) (for Consoli-
  dated, operating income
  before restructuring and exit costs)       361.2          93.2         77.6     532.0           2.6           (74.3)        460.3
Depreciation and amortization                 82.0          24.4         15.4     121.8            .9            10.7         133.4
Capital expenditures                          69.8          17.1         13.8     100.7           1.0              .8         102.5




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





                                                Three Months Ended                   Year Ended
- --------------------------------------------------------------------------------------------------------
                                            December 31,   December 31,     December 31,   December 31,
                                                    2004           2003             2004           2003
- --------------------------------------------------------------------------------------------------------
                                                                                     
Segment profit for total reportable
  business segments                               $213.9         $176.3           $703.2         $532.0
Items excluded from segment profit:
  Adjustment of budgeted foreign
    exchange rates to actual rates                   8.6            2.2             19.5            2.6
  Depreciation of Corporate property                 (.2)           (.3)            (1.2)          (1.1)
  Adjustment to businesses'
    postretirement benefit expenses
    booked in consolidation                           .4            3.9               .8           15.4
  Other adjustments booked in
    consolidation directly related to
    reportable business segments                    (1.4)          (6.0)           (10.0)         (15.0)
Amounts allocated to businesses in
  arriving at segment profit in excess
  of (less than) Corporate center
  operating expenses, eliminations,
  and other amounts identified above               (29.4)         (27.1)           (83.1)         (73.6)
- --------------------------------------------------------------------------------------------------------
  Operating income before restructuring
    and exit costs                                 191.9          149.0            629.2          460.3
Restructuring and exit costs                           -           10.0                -           31.6
- --------------------------------------------------------------------------------------------------------
  Operating income                                 191.9          139.0            629.2          428.7
Interest expense, net of interest income             8.3            7.8             22.1           35.2
Other expense                                         .4              -              2.8            2.6
- --------------------------------------------------------------------------------------------------------
Earnings from continuing operations
  before income taxes                             $183.2         $131.2           $604.3         $390.9
========================================================================================================



BASIS OF PRESENTATION:

     The Corporation operates in three reportable business segments: Power Tools
and  Accessories,  Hardware and Home  Improvement,  and  Fastening  and Assembly
Systems.  The Power Tools and Accessories  segment has worldwide  responsibility
for the  manufacture  and sale of  consumer  and  professional  power  tools and
accessories,  electric  cleaning and lighting  products,  and electric  lawn and
garden tools, as well as for product service.  In addition,  the Power Tools and
Accessories  segment has  responsibility  for the sale of  security  hardware to
customers in Mexico, Central America, the Caribbean,  and South America; for the
sale of plumbing products to customers outside the United States and Canada; and
for sales of household  products.  On October 4, 2004, the Corporation  acquired
the Tools Group from Pentair,  Inc.  This  acquired  business is included in the
Power Tools and Accessories  segment.  The Hardware and Home Improvement segment
has worldwide  responsibility  for the manufacture and sale of security hardware
(except  for the sale of  security  hardware  in Mexico,  Central  America,  the
Caribbean,  and South America).  On September 30, 2003, the Corporation acquired
Baldwin  Hardware  Corporation  and  Weiser  Lock  Corporation.  These  acquired
businesses  are  included in the  Hardware  and Home  Improvement  segment.  The
Hardware  and  Home  Improvement   segment  also  has   responsibility  for  the
manufacture  of  plumbing  products  and for the sale of  plumbing  products  to
customers in the United States and Canada.  The  Fastening and Assembly  Systems
segment has worldwide  responsibility  for the manufacture and sale of fastening
and assembly systems.



     In January  2004,  the  Corporation  sold two  components  of its  European
security hardware  business.  The divested  businesses and the remaining portion
that  is  held  for  sale  are  treated  as   discontinued   operations  in  the
Corporation's   consolidated   financial  statements.   Sales,  segment  profit,
depreciation  and  amortization,  and  capital  expenditures  set  forth  in the
preceding tables exclude the results of the discontinued operations.

     The  Corporation  assesses  the  performance  of  its  reportable  business
segments based upon a number of factors,  including  segment profit. In general,
segments  follow the same  accounting  policies as those  described in Note 1 of
Notes  to  Consolidated   Financial   Statements  included  in  Item  8  of  the
Corporation's  Annual Report on Form 10-K for the year ended  December 31, 2003,
except  with  respect  to  foreign  currency  translation  and except as further
indicated below. The financial statements of a segment's operating units located
outside  of  the  United  States,   except  those  units   operating  in  highly
inflationary  economies,  are generally measured using the local currency as the
functional  currency.  For these  units  located  outside of the United  States,
segment  assets and elements of segment  profit are  translated  using  budgeted
rates of exchange. Budgeted rates of exchange are established annually and, once
established,  all prior  period  segment data is restated to reflect the current
year's budgeted rates of exchange.  The amounts included in the preceding tables
under the captions "Reportable Business Segments" and "Corporate, Adjustments, &
Eliminations" are reflected at the Corporation's  budgeted rates of exchange for
2004. The amounts included in the preceding  tables under the caption  "Currency
Translation  Adjustments"  represent the difference between consolidated amounts
determined  using those  budgeted rates of exchange and those  determined  based
upon the rates of exchange  applicable  under  accounting  principles  generally
accepted in the United States.

     Segment profit excludes interest income and expense,  non-operating  income
and expense,  adjustments  to eliminate  intercompany  profit in inventory,  and
income tax expense. In addition,  segment profit excludes restructuring and exit
costs.  In determining  segment profit,  expenses  relating to pension and other
postretirement benefits are based solely upon estimated service costs. Corporate
expenses,  as well as certain centrally managed expenses,  are allocated to each
reportable  segment  based upon  budgeted  amounts.  While  sales and  transfers
between segments are accounted for at cost plus a reasonable profit, the effects
of  intersegment  sales are excluded  from the  computation  of segment  profit.
Intercompany  profit  in  inventory  is  excluded  from  segment  assets  and is
recognized as a reduction of cost of goods sold by the selling  segment when the
related inventory is sold to an unaffiliated  customer.  Because the Corporation
compensates  the  management of its various  businesses on, among other factors,
segment  profit,  the  Corporation  may elect to record certain  segment-related
expense items of an unusual or non-recurring nature in consolidation rather than
reflect such items in segment profit. In addition, certain segment-related items
of  income or  expense  may be  recorded  in  consolidation  in one  period  and
transferred to the various segments in a later period.



RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND REGULATION G DISCLOSURE:

     To supplement its consolidated financial statements presented in accordance
with accounting  principles  generally accepted in the United States (GAAP), the
Corporation provides additional measures of operating results, net earnings, and
earnings per share adjusted to exclude  certain costs,  expenses,  and gains and
losses.  The  Corporation  believes that these non-GAAP  financial  measures are
appropriate  to  enhance  understanding  of its  past  performance  as  well  as
prospects for its future performance.

     This press release contains non-GAAP  financial measures within the meaning
of  Regulation  G  promulgated  by the  Securities  and Exchange  Commission.  A
reconciliation of the differences between these non-GAAP financial measures with
the most directly  comparable  financial measures  calculated in accordance with
GAAP follows.

Diluted earnings per share from continuing operations,  excluding  restructuring
- --------------------------------------------------------------------------------
charges:
- -------

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

                                                       Three Months Ended
                                                  December 31,     December 31,
                                                          2004             2003
                                                 --------------   --------------
Net earnings from continuing operations                $ 133.7          $  96.2
Excluding:
  Restructuring and exit costs, net of tax                   -              6.5
                                                 --------------   --------------
Net earnings from continuing operations,
  excluding restructuring and exit costs               $ 133.7          $ 102.7
                                                 ==============   ==============

Diluted earnings per common share from
  continuing operations                                $  1.60          $  1.23
Excluding:
  Restructuring and exit costs, net of tax,
     per common share - assuming dilution                    -              .08
                                                 --------------   --------------
Net earnings from continuing operations,
  excluding restructuring and exit costs,
  per common share - assuming dilution                 $  1.60          $  1.31
                                                 ==============   ==============

Shares used in computing diluted earnings
  per share (in millions)                                 83.8             78.5
                                                 ==============   ==============



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

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

Diluted earnings per common share from
  continuing operations                                $  5.40          $  3.68
Excluding:
  Restructuring and exit costs, net of tax,
     per common share - assuming dilution                    -              .28
                                                 --------------   --------------
Net earnings from continuing operations,
  excluding restructuring and exit costs,
  per common share - assuming dilution                 $  5.40          $  3.96
                                                 ==============   ==============

Shares used in computing diluted earnings
  per share (in millions)                                 81.6             78.2
                                                 ==============   ==============


Free cash flow for the years ended December 31, 2004 and 2003:
- -------------------------------------------------------------

     The  calculation of free cash flow,  which is defined by the Corporation as
cash flow from operating activities,  less capital  expenditures,  plus proceeds
from the disposal of assets  (excluding  proceeds from business sales),  for the
years ended December 31, 2004 and 2003, follows (dollars in millions):

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

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