þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Connecticut
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06-0548860
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(State Or Other Jurisdiction Of
Incorporation Or Organization)
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(I.R.S. Employer
Identification Number)
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1000 Stanley Drive
New Britain, Connecticut
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06053
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(Address Of Principal Executive Offices)
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(Zip Code)
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Title Of Each Class
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Name Of Each Exchange On Which Registered
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Common Stock-$2.50 Par Value per Share
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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SIGNATURES
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EX-12
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EX-21
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EX-23
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EX-24
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EX-31.I.A
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EX-31.I.B
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EX-32.I
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EX-32.II
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•
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the difficulty of enforcing agreements and protecting assets through legal systems outside the U.S.;
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•
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managing widespread operations and enforcing internal policies and procedures such as compliance with U.S. and foreign anti-bribery and anti-corruption regulations;
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•
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trade protection measures and import or export licensing requirements;
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•
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the application of certain labor regulations outside of the United States;
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•
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compliance with a wide variety of non-U.S. laws and regulations;
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•
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changes in the general political and economic conditions in the countries where the Company operates, particularly in emerging markets;
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•
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the threat of nationalization and expropriation;
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•
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increased costs and risks of doing business in a wide variety of jurisdictions;
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•
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limitations on repatriation of earnings; and
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•
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exposure to wage, price and capital controls.
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•
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depressed consumer and business confidence may decrease demand for products and services;
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•
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customers may implement cost-reduction initiatives or delay purchases to address inventory levels;
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•
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significant declines of foreign currency values in countries where the Company operates could impact both the revenue growth and overall profitability in those geographies;
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•
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a devaluation of or a break-up of the Euro could have an effect on the credit worthiness (as well as the availability of funds) of customers impacting the collectability of receivables;
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•
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a devaluation of or break of the Euro could have an adverse effect on the value of financial assets of the Company in the effected countries;
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•
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the impact of an event (individual country default or break up of the Euro) could have an adverse impact on the global credit markets and global liquidity potentially impacting the Company’s ability to access these credit markets and to raise capital.
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•
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a limitation on creating liens on certain property of the Company and its subsidiaries;
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•
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a restriction on entering into certain sale-leaseback transactions;
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•
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customary events of default. If an event of default occurs and is continuing, the Company might be required to repay all amounts outstanding under the respective instrument or agreement; and
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•
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maintenance of a specified financial ratio. The Company has an interest coverage covenant that must be maintained to permit continued access to its committed revolving credit facilities. The interest coverage ratio tested for covenant compliance compares adjusted Earnings Before Interest, Taxes, Depreciation and Amortization to adjusted Interest Expense (“adjusted EBITDA”/”adjusted Interest Expense”); such adjustments to interest or EBITDA include, but are not limited to, removal of non-cash interest expense, certain restructuring and other merger and acquisition-related charges as well as stock-based compensation expense. The ratio required for compliance is 3.5 EBITDA to 1.0 Interest Expense and is computed quarterly, on a rolling twelve months (last twelve months) basis. Under this covenant definition, the interest coverage ratio was approximately 14 times EBITDA or higher in each of the 2012 quarterly measurement periods. Management does not believe it is reasonably likely the Company will breach this covenant. Failure to maintain this ratio could adversely affect further access to liquidity.
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•
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the possibility that the acquired companies will not be successfully integrated or that anticipated cost savings, synergies, or other benefits will not be realized,
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•
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the acquired businesses will lose market acceptance or profitability,
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•
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the diversion of Company management’s attention and other resources,
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•
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the incurrence of unexpected liabilities, and
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•
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the loss of key personnel and clients or customers of acquired companies.
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•
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identify suitable future acquisition candidates,
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•
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obtain the necessary financing,
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•
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combine operations,
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•
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integrate departments, systems and procedures, and
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•
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obtain cost savings and other efficiencies from the acquisitions.
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Owned
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Leased
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Total
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CDIY
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28
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18
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46
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Security
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11
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12
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23
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Industrial
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18
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3
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21
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Total
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57
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33
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90
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2012
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2011
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||||||||||||||||||||
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High
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Low
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Dividend
Per
Common
Share
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High
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Low
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Dividend
Per
Common
Share
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||||||||||||
QUARTER:
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||||||||||||
First
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$
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81.34
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$
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69.89
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$
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0.41
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$
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77.22
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$
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65.50
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$
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0.41
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Second
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$
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79.02
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$
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60.61
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$
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0.41
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$
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77.29
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$
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66.72
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$
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0.41
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Third
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$
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78.25
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$
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59.25
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$
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0.49
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$
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75.33
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$
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47.83
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$
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0.41
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Fourth
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$
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76.49
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$
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66.77
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$
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0.49
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$
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68.50
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$
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48.25
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$
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0.41
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Total
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$
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1.80
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$
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1.64
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2012
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(a) Total Number Of Shares Purchased
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Average Price Paid Per Share
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Total Number Of Shares Purchased As Part Of A Publicly Announced Plan
or Program
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Maximum Number Of Shares That May
Yet Be Purchased Under The Program
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September 30 – November 3
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1,245
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$
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70.56
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—
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—
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November 4 – December 1
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234
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$
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68.76
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—
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—
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December 2 – December 29
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82,479
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$
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71.25
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9,345,794
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—
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Total
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83,958
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$
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71.23
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9,345,794
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—
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(a)
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The shares of common stock in this column were deemed surrendered to the Company by participants in various benefit plans of the Company to satisfy the participants’ taxes related to vesting or delivery of time-vesting restricted share units under those plans.
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2012 (a)
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2011 (b)
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2010 (c)
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2009(d)
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2008(e)
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Continuing Operations:
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Net sales
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$
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10,191
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$
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9,436
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$
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7,497
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$
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3,482
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$
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4,136
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Net earnings from continuing operations attributable to common shareowners
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$
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450
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$
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598
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$
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151
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$
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211
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$
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201
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Net earnings from discontinued operations
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$
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434
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$
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77
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$
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47
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$
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13
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$
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106
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Net earnings attributable to common shareowners
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$
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884
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$
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675
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$
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198
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$
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224
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$
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307
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Basic earnings per share:
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||||||||||
Continuing operations
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$
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2.75
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$
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3.60
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$
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1.02
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$
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2.64
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$
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2.55
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Discontinued operations (f)
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$
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2.66
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$
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0.46
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$
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0.32
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$
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0.17
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$
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1.32
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Total basic earnings per share
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$
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5.41
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$
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4.06
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$
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1.34
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$
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2.81
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$
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3.88
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Diluted earnings per share:
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||||||||||
Continuing operations
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$
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2.70
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$
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3.52
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$
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1.00
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$
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2.62
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$
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2.52
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Discontinued operations (f)
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$
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2.61
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$
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0.45
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$
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0.32
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$
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0.17
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$
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1.31
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Total diluted earnings per share
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$
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5.30
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$
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3.97
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$
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1.32
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$
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2.79
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$
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3.84
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Percent of net sales (Continuing operations):
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||||||||||
Cost of sales
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63.6
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%
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63.2
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%
|
|
64.1
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%
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59.3
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%
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62.1
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%
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|||||
Selling, general and administrative (g)
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24.7
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%
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25.2
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%
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26.7
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%
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27.8
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%
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25.1
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%
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|||||
Other-net
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3.0
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%
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2.7
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%
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2.5
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%
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2.6
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%
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2.4
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%
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|||||
Interest, net
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1.3
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%
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1.2
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%
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1.3
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%
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1.8
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%
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2.0
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%
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|||||
Earnings before income taxes
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5.2
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%
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6.9
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%
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2.2
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%
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7.4
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%
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6.5
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%
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|||||
Net earnings attributable to common shareowners
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4.4
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%
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6.3
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%
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2.0
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%
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6.1
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%
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4.9
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%
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|||||
Balance sheet data:
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||||||||||
Total assets
|
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$
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15,844
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|
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$
|
15,949
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|
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$
|
15,139
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|
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$
|
4,769
|
|
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$
|
4,867
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|
Long-term debt
|
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$
|
3,527
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|
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$
|
2,926
|
|
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$
|
3,018
|
|
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$
|
1,085
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|
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$
|
1,384
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Stanley Black & Decker, Inc.’s Shareowners’ Equity
|
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$
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6,667
|
|
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$
|
7,004
|
|
|
$
|
7,017
|
|
|
$
|
1,986
|
|
|
$
|
1,706
|
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Ratios:
|
|
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||||||||||
Total debt to total capital
|
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34.7
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%
|
|
33.0
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%
|
|
32.9
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%
|
|
41.0
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%
|
|
48.6
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%
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|||||
Income tax rate — continuing operations
|
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15.0
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%
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|
7.7
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%
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|
10.7
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%
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|
17.8
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%
|
|
24.3
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%
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|||||
Common stock data:
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||||||||||
Dividends per share
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$
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1.80
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|
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$
|
1.64
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|
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$
|
1.34
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|
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$
|
1.30
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|
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$
|
1.26
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|
Equity per share at year-end
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$
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43.19
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|
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$
|
42.84
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$
|
42.18
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|
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$
|
24.68
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|
|
$
|
21.63
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Market price per share — high
|
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$
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81.34
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|
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$
|
77.29
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|
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$
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67.29
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|
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$
|
53.13
|
|
|
$
|
52.18
|
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Market price per share — low
|
|
$
|
59.25
|
|
|
$
|
47.83
|
|
|
$
|
49.58
|
|
|
$
|
22.75
|
|
|
$
|
24.19
|
|
Average shares outstanding (in 000’s):
|
|
|
|
|
|
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|
|
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||||||||||
Basic
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163,067
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|
|
165,832
|
|
|
147,224
|
|
|
79,788
|
|
|
78,897
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|
|||||
Diluted
|
|
166,701
|
|
|
170,105
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|
|
150,167
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|
|
80,396
|
|
|
79,874
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|
|||||
Other information:
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|
|
|
|
|
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|
|
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|
||||||||||
Average number of employees
|
|
45,327
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|
|
44,309
|
|
|
36,939
|
|
|
17,393
|
|
|
17,862
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|
|||||
Shareowners of record at end of year
|
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11,285
|
|
|
11,643
|
|
|
11,964
|
|
|
12,315
|
|
|
12,593
|
|
(a)
|
The Company's 2012 results include $442 million (pretax) of charges related to merger and acquisition-related charges, the charges associated with the $200 million in cost actions implemented in 2012, as well as the charges associated with the extinguishment of debt during the third quarter of 2012. As a result of these charges, net earnings attributable to common shareowners were reduced by $329 million (or $1.97 per diluted shares), Cost of sales as a % of Net sales was 29 basis points higher, Selling, general & administrative as a % of Net sales was 136 basis points higher, Other-net as a % of Net sales was 52 basis points higher, Earnings before income taxes as a % of Net sales was 434 basis points higher, Net earnings attributable to common shareowners as a % of Net sales was 323 basis points lower and Income tax rate — continuing operations ratio was 483 basis points lower. During 2012, the Company recognized an income tax benefit attributable to the settlement of certain tax contingencies of $49 million, or $0.29 per diluted share.
|
(b)
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The Company’s 2011 results include $236 million (pre-tax) of merger and acquisition-related charges incurred in connection with the Black & Decker merger and other acquisition activities, such as Niscayah. These charges include facility closure-related charges, employee related matters, including severance costs, transaction and integration costs. As a result of these charges, net earnings attributable to common shareowners were reduced by $186 million (or $1.09 per diluted shares), Cost of sales as a % of Net sales was 23 basis points higher, Selling, general & administrative as a % of Net sales was 104 basis points lower, Other-net as a % of Net sales was 52 basis points higher, Earnings before income taxes as a % of Net sales was 250 basis points lower, Net earnings attributable to common shareowners as a % of Net sales was 197 basis points lower and Income tax rate — continuing operations ratio was 356 basis points lower. During 2011, the Company recognized an income tax benefit attributable to the settlement of certain tax contingencies of $73 million, or $0.43 per diluted share.
|
(c)
|
The Company’s consolidated financial statements include Black & Decker’s results of operations and cash flows from March 13, 2010. The Company’s 2010 results include $478 million (pre-tax) of merger and acquisition-related charges incurred in connection with the Merger. Such charges include amortization of inventory step-up, facility closure-related charges, certain executive compensation and severance costs, transaction and integration costs, partially offset by pension curtailment gains. As a result of these charges, Net earnings attributable to common shareowners were reduced by $380 million, Diluted earnings per share were reduced by $2.53, Cost of sales as a % of Net sales was 195 basis points higher, Selling, general & administrative as a % of Net sales was 109 basis points higher, Other-net as a % of Net sales was 48 basis points higher, Earnings before income taxes as a % of Net sales was 638 basis points lower, Net earnings attributable to common shareowners as a % of Net sales was 507 basis points lower and Income tax rate — continuing operations ratio was 726 basis points lower. In the second quarter of 2010, the Company recognized an income tax benefit attributable to the settlement of certain tax contingencies of $36 million, or $0.21 per diluted share.
|
(d)
|
In the second quarter of 2009, the Company recognized a $0.34 per diluted share gain on debt extinguishment from the repurchase of $103.0 million of junior subordinated debt securities. In the fourth quarter of 2009, the Company incurred $18 million in after-tax charges, or $0.22 per diluted share, related to transaction and integration planning costs associated with the Merger.
|
(e)
|
In 2008, the Company recognized $61 million, or $0.54 per diluted share, of pre-tax restructuring and asset impairment charges from continuing operations pertaining to cost actions taken in response to weak economic conditions.
|
(f)
|
Amounts in 2012 reflect $434.3 million, or $2.61 per diluted share, of earnings related to the HHI divestiture. Total earnings from discontinued operations includes a net gain on sale of $358.9 million. Refer to Note T, Discontinued Operations, of the Notes to Consolidated Financial Statements in Item 8 for further information. Amounts in 2011, 2010 and 2009 reflect $76.2 million (or $0.45 per diluted share), $47.6 million (or $0.32 per diluted share), and $13.6 million (or $0.17 per diluted share), respectively, related to earnings associated with the 2012 HHI divestiture partially offset by the loss on the sale of three businesses during 2011. Amounts in 2008 reflect $104.4 million, or $1.31 per diluted share, of earnings and an after-tax gain for the sale of the CST/berger laser measuring business as well as earnings associated with the 2012 HHI divestiture partially offset by the loss on the sale of three businesses during 2011.
|
(g)
|
SG&A is inclusive of the Provision for Doubtful Accounts.
|
•
|
Maintaining portfolio transition momentum by continuing diversification toward higher growth, higher profit businesses, increasing relative weighting of emerging markets and opportunistically consolidating the tool industry;
|
•
|
Being selective and operating in markets where brand is meaningful, the value proposition is definable and sustainable through innovation and global cost leadership is achievable;
|
•
|
Pursuing growth on multiple fronts through building existing growth platforms such as security (both convergent and mechanical) and engineered fastening and growing the more nascent stage infrastructure and healthcare platforms;
|
•
|
Accelerating progress via SFS.
|
•
|
4-6% organic revenue growth; 10-12% total revenue growth;
|
•
|
Mid-teens percentage EPS growth;
|
•
|
Free cash flow greater than or equal to net income;
|
•
|
Return on capital employed (ROCE) or Cash flow return on investment (CFROI) of 12-15%;
|
•
|
Continued dividend growth; and
|
•
|
Strong investment grade credit rating.
|
•
|
Invest approximately 2/3 in acquisitions; and
|
•
|
Return approximately 1/3 to shareowners, as the Company remains committed to continued dividend growth and opportunistic share buy backs.
|
•
|
$30 million reducing Gross profit primarily pertaining to facility closure-related charges;
|
•
|
$138 million in Selling, general & administrative expenses primarily for integration-related administrative costs and consulting fees, as well as employee related matters;
|
•
|
$99 million in Other-net primarily related to transaction costs and the $45 million loss on the extinguishment of $900 million of debt in the third quarter of 2012; and
|
•
|
$175 million in Restructuring charges, which primarily represent Niscayah-related restructuring charges and cost containment actions associated with the severance of employees.
|
•
|
$21 million reducing Gross profit primarily pertaining to facility closure-related charges;
|
•
|
$
99 million in Selling, general & administrative expenses primarily for integration-related administrative costs and consulting fees, as well as employee related matters;
|
•
|
$49 million in Other-net predominantly for transaction costs; and
|
•
|
$67 million in Restructuring charges primarily for severance and the planned closures of facilities.
|
•
|
$146 million in Cost of sales related primarily to inventory step-up amortization stemming from the initial turn of the Black & Decker and CRC-Evans acquired inventories, which were written-up in purchase accounting to fair value, by $142 million. Additionally, Cost of sales includes $4 million of facility closure-related charges;
|
•
|
$82 million in Selling, general & administrative expenses for certain executive and merger-related compensation costs and integration-related consulting fees;
|
•
|
$36 million in Other-net for transaction costs, inclusive of $20 million of pension curtailment gains; and
|
•
|
$214 million in Restructuring and asset impairment charges primarily for severance (including costs for certain Black & Decker executives triggered by the change in control), as well as charges associated with the closure of facilities.
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
5,194
|
|
|
$
|
5,008
|
|
|
$
|
4,148
|
|
Segment profit
|
$
|
721
|
|
|
$
|
635
|
|
|
$
|
423
|
|
% of Net sales
|
13.9
|
%
|
|
12.7
|
%
|
|
10.2
|
%
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
2,429
|
|
|
$
|
1,927
|
|
|
$
|
1,458
|
|
Segment profit
|
$
|
306
|
|
|
$
|
297
|
|
|
$
|
253
|
|
% of Net sales
|
12.6
|
%
|
|
15.4
|
%
|
|
17.4
|
%
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
2,568
|
|
|
$
|
2,501
|
|
|
$
|
1,892
|
|
Segment profit
|
$
|
410
|
|
|
$
|
401
|
|
|
$
|
256
|
|
% of Net sales
|
16.0
|
%
|
|
16.0
|
%
|
|
13.5
|
%
|
|
12/31/2011
|
|
Acquisitions
|
|
Net
Additions
|
|
Usage
|
|
Currency
|
|
12/29/2012
|
||||||||||||
2012 Actions
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and related costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144.1
|
|
|
$
|
(68.2
|
)
|
|
$
|
2.2
|
|
|
$
|
78.1
|
|
Asset impairments
|
—
|
|
|
—
|
|
|
13.3
|
|
|
(13.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Facility closure
|
—
|
|
|
—
|
|
|
16.3
|
|
|
(8.1
|
)
|
|
—
|
|
|
8.2
|
|
||||||
Subtotal 2012 actions
|
—
|
|
|
—
|
|
|
173.7
|
|
|
(89.6
|
)
|
|
2.2
|
|
|
86.3
|
|
||||||
Pre-2012 Actions
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and related costs
|
66.5
|
|
|
—
|
|
|
(0.9
|
)
|
|
(31.9
|
)
|
|
0.3
|
|
|
34.0
|
|
||||||
Facility closure
|
3.5
|
|
|
—
|
|
|
2.3
|
|
|
(0.9
|
)
|
|
—
|
|
|
4.9
|
|
||||||
Subtotal Pre-2012 actions
|
70.0
|
|
|
—
|
|
|
1.4
|
|
|
(32.8
|
)
|
|
0.3
|
|
|
38.9
|
|
||||||
Total
|
$
|
70.0
|
|
|
$
|
—
|
|
|
$
|
175.1
|
|
|
$
|
(122.4
|
)
|
|
$
|
2.5
|
|
|
$
|
125.2
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Net cash provided by operating activities
|
$
|
966
|
|
|
$
|
999
|
|
|
$
|
739
|
|
Less: capital expenditures
|
(386
|
)
|
|
(302
|
)
|
|
(186
|
)
|
|||
Free cash flow
|
$
|
580
|
|
|
$
|
697
|
|
|
$
|
553
|
|
(Millions of Dollars)
|
Total
|
|
2013
|
|
2014 – 2015
|
|
2016 – 2017
|
|
Thereafter
|
||||||||||
Long-term debt(a)
|
$
|
3,474
|
|
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
305
|
|
|
$
|
3,149
|
|
Interest payments on long-term debt(b)
|
3,048
|
|
|
155
|
|
|
310
|
|
|
292
|
|
|
2,291
|
|
|||||
Operating leases
|
394
|
|
|
112
|
|
|
135
|
|
|
72
|
|
|
75
|
|
|||||
Inventory purchase commitments(c)
|
720
|
|
|
720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred compensation
|
18
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
11
|
|
|||||
Marketing obligations
|
44
|
|
|
27
|
|
|
8
|
|
|
4
|
|
|
5
|
|
|||||
Derivatives (d)
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Forward stock purchase contract (e)
|
350
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension funding obligations(f)
|
80
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
8,129
|
|
|
$
|
1,457
|
|
|
$
|
465
|
|
|
$
|
674
|
|
|
$
|
5,531
|
|
(a)
|
Future payments on long-term debt encompass all payments related to aggregate debt maturities, excluding certain fair value adjustments included in long-term debt, as discussed further in Note H, Long-Term Debt and Financing Arrangements.
|
(b)
|
Future interest payments on long-term debt reflect the applicable fixed interest rate or the variable rate in effect at December 29, 2012 for floating rate debt.
|
(c)
|
Inventory purchase commitments primarily consist of open purchase orders to purchase raw materials, components, and sourced products.
|
(d)
|
Future cash flows on derivative instruments reflect the fair value as of December 29, 2012. The ultimate cash flows on these instruments will differ, perhaps significantly, based on applicable market interest and foreign currency rates at their maturity.
|
(e)
|
The Company was obligated to pay $350 million to the financial institution counterparty to the forward stock purchase contract in August 2013, but elected to do so in January 2013. See Note J, Capital Stock, for further discussion.
|
(f)
|
This amount principally represents contributions either required by regulations or laws or, with respect to unfunded plans, necessary to fund current benefits. The Company has not presented estimated pension and post-retirement funding in the table above beyond 2013 as funding can vary significantly from year to year based upon changes in the fair value of the plan assets, actuarial assumptions, and curtailment/settlement actions.
|
(Millions of Dollars)
|
|
Total
|
|
2013
|
|
2014 – 2015
|
|
2016 – 2017
|
|
Thereafter
|
||||||||||
U.S. lines of credit
|
|
$
|
2,200
|
|
|
$
|
1,000
|
|
|
$
|
1,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Name and Age
|
|
Office
|
|
Date Elected to
Office
|
John F. Lundgren (61)
|
|
Chief Executive Officer since January 2013. President and Chief Executive Officer (2010). Chairman and Chief Executive Officer (2004). President, European Consumer Products, Georgia-Pacific Corporation (2000).
|
|
3/1/2004
|
|
|
|
|
|
James M. Loree (54)
|
|
President & Chief Operating Officer since January 2013. Executive Vice President and Chief Operating Officer (2007); Executive Vice President Finance and Chief Financial Officer (1999).
|
|
7/19/1999
|
|
|
|
|
|
Donald Allan, Jr. (48)
|
|
Senior Vice President & Chief Financial Officer since March 2010. Vice President & Chief Financial Officer (2009); Vice President & Corporate Controller (2002); Corporate Controller (2000); Assistant Controller (1999).
|
|
10/24/2006
|
|
|
|
||
Jeffery D. Ansell (45)
|
|
Senior Vice President and Group Executive, Construction and DIY since March 2010. Vice President & President, Stanley Consumer Tools Group; President – Consumer Tools and Storage (2004); President of Industrial Tools & Storage (2002); Vice President – Global Consumer Tools Marketing (2001); Vice President Consumer Sales America (1999).
|
|
2/22/2006
|
|
|
|
||
Nolan D. Archibald (69)
|
|
Executive Chairman since March 2010. President and Chief Executive Officer and Chairman of the Board of The Black & Decker Corporation (1990-2010).
|
|
3/12/2010
|
|
|
|
||
Michael A. Bartone (53)
|
|
Vice President, Corporate Tax since January 2002.
|
|
7/17/2009
|
|
|
|
||
Bruce H. Beatt (60)
|
|
Senior Vice President, General Counsel and Secretary since March 2010. Vice President, General Counsel and Secretary (2000).
|
|
10/9/2000
|
|
|
|
||
D. Brett Bontrager (50)
|
|
Senior Vice President and Group Executive, Stanley Security Solutions since 2011. Senior Vice President and Group Executive, Stanley Convergent Solutions (2010). President, Convergent Security Solutions and Vice President, Business Development (2007); Vice President, Business Development (2004); Director, Business Development (2003).
|
|
8/1/2008
|
|
|
|
||
Jeff Chen (54)
|
|
Vice President & President, Asia - Tools since October 2012. Vice President & President, Asia (2007); Vice President, Global Operations (2006). Director, Asia Operations (2002); Managing Director, Thailand (1999).
|
|
4/27/2005
|
|
|
|
||
Hubert Davis, Jr. (64)
|
|
Senior Vice President & President, Stanley Healthcare, since October 2012. Senior Vice President & Chief Information Officer/SFS (2010). Senior Vice President, Business Transformation (2006); Vice President, Chief Information Officer (June 2000); Chief Information Officer and e-commerce Leader (2000).
|
|
5/25/2004
|
|
|
|
|
|
Craig A. Douglas (58)
|
|
Vice President & Treasurer since January 2002.
|
|
7/17/2009
|
|
|
|
||
Rhonda O. Gass (49)
|
|
Vice President & Chief Information Officer since October 2012.
|
|
10/11/2012
|
|
|
|
|
|
Massimo Grassi (51)
|
|
President, Stanley Security Solutions Europe and Executive Director Industrial & Automotive Repair since April 2012. President, Industrial & Automotive Repair (2009); President, Stanley Europe and President Directeur General, Facom (2007).
|
|
3/12/2010
|
|
|
|
||
Mark J. Mathieu (60)
|
|
Senior Vice President, Human Resources since March 2010. Vice President, Human Resources (1997).
|
|
9/17/1997
|
|
|
|
||
Jaime Ramirez (45)
|
|
Senior Vice President & President, Global Emerging Markets, since October 2012. President, Construction & DIY, Latin America (2010); Vice President and General Manager – Latin America, Power Tools & Accessories, The Black & Decker Corporation (2008); Vice President and General Manager – Andean Region The Black & Decker Corporation (2007).
|
|
3/12/2010
|
|
|
|
||
Ben S. Sihota (54)
|
|
President, Emerging Markets Group since March 2010. Vice President and President-Asia/Pacific, Power Tools & Accessories, The Black & Decker Corporation (2006); President-Asia, Power Tools & Accessories, The Black & Decker Corporation (2000).
|
|
3/12/2010
|
|
|
|
||
Steven J. Stafstrom (54)
|
|
Vice President, Operations, CDIY & Emerging Markets since December 2012. Vice President Global Operations, CDIY (2010); Vice President, Operations, Consumer Tools & Storage (2005).
|
|
12/6/2012
|
|
|
|
|
|
William S. Taylor (57)
|
|
President, Fastening & Accessories since July 2012. President, Professional Power Tools & Products (2010); Vice President-Global Product Development of the Industrial Products Group, The Black & Decker Corporation (2009); Vice President-Industrial Products Group Product Development, The Black & Decker Corporation (2008); Vice President/General Manager Industrial Accessories Business, The Black & Decker Corporation (2008); Vice President and General Manager Woodworking Tools, The Black & Decker Corporation (2005).
|
|
3/12/2010
|
|
|
|
||
Michael A. Tyll (56)
|
|
President, Engineered Fastening since March 2010. Group Vice President and President, Fastening and Assembly Systems, The Black & Decker Corporation (2006); President, Automotive Division, The Black & Decker Corporation (2001).
|
|
3/12/2010
|
|
|
|
||
John H. Wyatt (54)
|
|
President, Construction & DIY, Europe and ANZ since Oct. 2012. President, Construction & DIY, EMEA (2010); President-Europe, Middle East, and Africa, Power Tools and Accessories, The Black & Decker Corporation (2008); Vice President-Consumer Products (Europe, Middle East and Africa), The Black & Decker Corporation (2006).
|
|
3/12/2010
|
|
|
(A)
|
|
|
(B)
|
|
|
(C)
|
|
||||
Plan Category
|
|
Number of securities to be
issued upon exercise of
outstanding options and stock
awards
|
|
|
Weighted-average exercise
price of outstanding options
|
|
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (A))
|
|
||||
Equity compensation plans approved by security holders
|
|
12,568,500
|
|
(1)
|
|
$
|
56.90
|
|
(2)
|
|
3,092,619
|
|
(3)
|
Equity compensation plans not approved by security holders (4)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Total
|
|
12,568,500
|
|
|
|
$
|
56.90
|
|
|
|
3,092,619
|
|
(3)
|
(1)
|
Consists of 9,056,493 shares underlying outstanding stock options (whether vested or unvested) with a weighted average exercise price of $56.90 and a weighted average term of 5.69 years; 3,311,857 shares underlying time-vesting restricted stock units that have not yet vested and the maximum number of shares that will be issued pursuant to outstanding long term performance awards if all established goals are met; and 191,235 of shares earned but related to which participants elected deferral of delivery. All stock-based compensation plans are discussed in Note J, Capital Stock, of the Notes to Consolidated Financial Statements in Item 8.
|
(2)
|
There is no cost to the recipient for shares issued pursuant to time-vesting restricted stock units or long term performance awards. Because there is no strike price applicable to these stock awards they are excluded from the weighted-average exercise price which pertains solely to outstanding stock options.
|
(3)
|
Consists of 2,586,768 of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and 505,851 securities available for future grants by the board of directors under stock-based compensation plans.
|
(4)
|
There is a non-qualified deferred tax savings plan for highly compensated salaried employees which mirrors the qualified plan provisions, but was not specifically approved by security holders. U.S. employees are eligible to contribute from 1% to 15% of their salary to a tax deferred savings plan as described in the ESOP section of Item 8 Note L, Employee Benefit Plans, to the Consolidated Financial Statements of this Form 10-K. Prior to 2010 and in 2011 and 2012, Stanley contributed an amount equal to one half of the employee contribution up to the first 7% of salary. In 2009, an employer match benefit was provided under the plan equal to one-quarter of each employee’s tax-deferred contribution up to the first 7% of their compensation. The investment of the employee’s contribution and the Company’s contribution was controlled by the employee participating in the plan and may include an election to invest in Company stock. The same matching arrangement was provided for highly compensated salaried employees in the “non-qualified” plan, except that the arrangement for these employees is outside of the ESOP, and is not funded in advance of distributions. Shares of the Company’s common stock may be issued at the time of a distribution from the plan. The number of securities remaining available for issuance under the plan at
December 29, 2012
is not determinable, since the plan does not authorize a maximum number of securities.
|
|
|
|
STANLEY BLACK & DECKER, INC.
|
||
|
|
|
By:
|
|
/s/ John F. Lundgren
|
|
|
John F. Lundgren, Chief Executive Officer
|
|
|
|
Date:
|
|
February 20, 2013
|
Signature
|
|
Title
|
|
Date
|
|
/s/ John F. Lundgren
|
|
Chief Executive Officer and Director
|
|
February 20, 2013
|
|
John F. Lundgren
|
|
|
|
|
|
|
|
|
|||
/s/ Donald Allan, Jr.
|
|
Senior Vice President and Chief Financial Officer
|
|
February 20, 2013
|
|
Donald Allan, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jocelyn S. Belisle
|
|
Chief Accounting Officer
|
|
February 20, 2013
|
|
Jocelyn S. Belisle
|
|
|
|
|
|
|
|
|
|||
*
|
|
Executive Chairman
|
|
February 20, 2013
|
|
Nolan D. Archibald
|
|
|
|
|
|
|
|
|
|||
|
|
Director
|
|
|
|
John G. Breen
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 20, 2013
|
|
George W. Buckley
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 20, 2013
|
|
Patrick D. Campbell
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 20, 2013
|
|
Carlos M. Cardoso
|
|
|
|
|
|
|
|
|
|||
|
|
Director
|
|
|
|
Virgis W. Colbert
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 20, 2013
|
|
Robert B. Coutts
|
|
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 20, 2013
|
|
Benjamin H. Griswold, IV
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 20, 2013
|
|
Eileen S. Kraus
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 20, 2013
|
|
Anthony Luiso
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 20, 2013
|
|
Marianne M. Parrs
|
|
|
|
|
|
|
|
|
|
||
*
|
|
Director
|
|
February 20, 2013
|
|
Robert L. Ryan
|
|
|
|
|
|
|
|
|
|
|
|
|
*By:
/s/ Bruce H. Beatt
|
Bruce H. Beatt
(As Attorney-in-Fact)
|
|
Schedule II — Valuation and Qualifying Accounts is included in Item 15 (page 48).
|
Management’s Report on Internal Control Over Financial Reporting (page 49).
|
Report of Independent Registered Public Accounting Firm — Financial Statement Opinion (page 50).
|
Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page 51).
|
Consolidated Statements of Operations — fiscal years ended December 29, 2012, December 31, 2011, and January 1, 2011 (page 52).
|
Consolidated Statements of Comprehensive Income — fiscal years ended December 29, 2012, December 31, 2011, and January 1, 2011 (page 53).
|
Consolidated Balance Sheets — December 29, 2012 and December 31, 2011(page 54).
|
Consolidated Statements of Cash Flows — fiscal years ended December 29, 2012, December 31, 2011 and January 1, 2011 (page 55).
|
Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended December 29, 2012, December 31, 2011 and January 1, 2011 (page 56).
|
Notes to Consolidated Financial Statements (page 57).
|
Selected Quarterly Financial Data (Unaudited) (page 109).
|
Consent of Independent Registered Public Accounting Firm (Exhibit 23).
|
|
|
|
|
ADDITIONS
|
|
|
|
|
||||||||||||
|
Beginning
Balance
|
|
Charged to
Costs and
Expenses
|
|
Charged
To Other
Accounts(b)(c)
|
|
(a)
Deductions
|
|
Ending
Balance
|
||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended 2012
|
$
|
53.6
|
|
|
$
|
11.3
|
|
|
$
|
20.2
|
|
|
$
|
(18.9
|
)
|
|
$
|
66.2
|
|
Year Ended 2011
|
$
|
53.9
|
|
|
$
|
15.1
|
|
|
$
|
5.6
|
|
|
$
|
(21.0
|
)
|
|
$
|
53.6
|
|
Year Ended 2010
|
$
|
30.7
|
|
|
$
|
10.5
|
|
|
$
|
24.6
|
|
|
$
|
(11.9
|
)
|
|
$
|
53.9
|
|
Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended 2012
(d)
|
$
|
300.4
|
|
|
$
|
314.0
|
|
|
$
|
(6.8
|
)
|
|
$
|
(55.0
|
)
|
|
$
|
552.6
|
|
Year Ended 2011
|
$
|
257.5
|
|
|
$
|
75.3
|
|
|
$
|
2.5
|
|
|
$
|
(34.9
|
)
|
|
$
|
300.4
|
|
Year Ended 2010
|
$
|
24.4
|
|
|
$
|
46.9
|
|
|
$
|
190.8
|
|
|
$
|
(4.6
|
)
|
|
$
|
257.5
|
|
(a)
|
With respect to the allowance for doubtful accounts, deductions represent amounts charged-off less recoveries of accounts previously charged-off.
|
(b)
|
Amounts represent the impact of foreign currency translation, acquisitions and net transfers to/from other accounts.
|
(c)
|
For 2010, amount primarily represents beginning tax valuation allowance as adjusted from the Black & Decker merger.
|
(d)
|
Refer to Note Q, Income Taxes, of the Notes to Consolidated Financial Statements in Item 8 for further discussion.
|
|
|
|
|
/s/ John F. Lundgren
|
|
John F. Lundgren, Chief Executive Officer
|
|
|
|
|
|
/s/ Donald Allan Jr.
|
|
Donald Allan Jr., Senior Vice President and Chief Financial Officer
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net Sales
|
$
|
10,190.5
|
|
|
$
|
9,435.5
|
|
|
$
|
7,496.9
|
|
Costs and Expenses
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
6,485.9
|
|
|
$
|
5,967.3
|
|
|
$
|
4,806.6
|
|
Selling, general and administrative
|
2,509.1
|
|
|
2,365.8
|
|
|
1,993.5
|
|
|||
Provision for doubtful accounts
|
11.3
|
|
|
15.1
|
|
|
10.5
|
|
|||
Other-net
|
301.9
|
|
|
255.7
|
|
|
184.9
|
|
|||
Restructuring charges and asset impairments
|
175.1
|
|
|
69.3
|
|
|
231.7
|
|
|||
Loss on debt extinguishment
|
45.5
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
(10.1
|
)
|
|
(26.5
|
)
|
|
(8.7
|
)
|
|||
Interest expense
|
144.2
|
|
|
140.4
|
|
|
109.8
|
|
|||
|
$
|
9,662.9
|
|
|
$
|
8,787.1
|
|
|
$
|
7,328.3
|
|
Earnings from continuing operations before income taxes
|
527.6
|
|
|
648.4
|
|
|
168.6
|
|
|||
Income taxes on continuing operations
|
78.9
|
|
|
50.1
|
|
|
18.0
|
|
|||
Earnings from continuing operations
|
$
|
448.7
|
|
|
$
|
598.3
|
|
|
$
|
150.6
|
|
Less: Net loss attributable to non-controlling interests
|
(0.8
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||
Net earnings from continuing operations attributable to common shareowners
|
449.5
|
|
|
598.4
|
|
|
150.6
|
|
|||
Earnings from discontinued operations before income taxes (including pretax gain on HHI sale of $384.7 million in 2012)
|
503.5
|
|
|
114.9
|
|
|
68.4
|
|
|||
Income taxes on discontinued operations (including income taxes associated with the gain on HHI sale of $25.8 million in 2012)
|
69.2
|
|
|
38.7
|
|
|
20.8
|
|
|||
Net earnings from discontinued operations
|
$
|
434.3
|
|
|
$
|
76.2
|
|
|
$
|
47.6
|
|
Net Earnings Attributable to Common Shareowners
|
$
|
883.8
|
|
|
$
|
674.6
|
|
|
$
|
198.2
|
|
Basic earnings per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.75
|
|
|
$
|
3.60
|
|
|
$
|
1.02
|
|
Discontinued operations
|
2.66
|
|
|
0.46
|
|
|
0.32
|
|
|||
Total basic earnings per share of common stock
|
$
|
5.41
|
|
|
$
|
4.06
|
|
|
$
|
1.34
|
|
Diluted earnings per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.70
|
|
|
$
|
3.52
|
|
|
$
|
1.00
|
|
Discontinued operations
|
2.61
|
|
|
0.45
|
|
|
0.32
|
|
|||
Total diluted earnings per share of common stock
|
$
|
5.30
|
|
|
$
|
3.97
|
|
|
$
|
1.32
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net earnings
|
$
|
883.8
|
|
|
$
|
674.6
|
|
|
$
|
198.2
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Currency translation adjustment and other
|
116.8
|
|
|
(116.5
|
)
|
|
14.0
|
|
|||
Unrealized losses on cash flow hedges, net of tax
|
(17.6
|
)
|
|
(25.7
|
)
|
|
(54.9
|
)
|
|||
Unrealized losses on net investment hedges, net of tax
|
(30.5
|
)
|
|
(0.1
|
)
|
|
(20.9
|
)
|
|||
Pension (losses) gains, net of tax
|
(107.5
|
)
|
|
(90.6
|
)
|
|
22.0
|
|
|||
Other comprehensive loss
|
$
|
(38.8
|
)
|
|
$
|
(232.9
|
)
|
|
$
|
(39.8
|
)
|
Comprehensive income attributable to common shareowners
|
$
|
845.0
|
|
|
$
|
441.7
|
|
|
$
|
158.4
|
|
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
716.0
|
|
|
$
|
906.9
|
|
Accounts and notes receivable, net
|
1,538.2
|
|
|
1,445.0
|
|
||
Inventories, net
|
1,316.6
|
|
|
1,270.9
|
|
||
Prepaid expenses
|
199.6
|
|
|
201.9
|
|
||
Assets held for sale
|
133.4
|
|
|
1,050.2
|
|
||
Other current assets
|
194.5
|
|
|
214.6
|
|
||
Total Current Assets
|
4,098.3
|
|
|
5,089.5
|
|
||
Property, Plant and Equipment, net
|
1,333.7
|
|
|
1,142.6
|
|
||
Goodwill
|
7,021.1
|
|
|
6,438.2
|
|
||
Customer Relationships, net
|
1,079.8
|
|
|
1,139.2
|
|
||
Trade Names, net
|
1,681.7
|
|
|
1,697.1
|
|
||
Other Intangible Assets, net
|
173.1
|
|
|
107.6
|
|
||
Other Assets
|
456.3
|
|
|
334.8
|
|
||
Total Assets
|
$
|
15,844.0
|
|
|
$
|
15,949.0
|
|
Liabilities and Shareowners’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
1.1
|
|
|
$
|
0.2
|
|
Current maturities of long-term debt
|
10.4
|
|
|
526.4
|
|
||
Accounts payable
|
1,350.1
|
|
|
1,199.1
|
|
||
Accrued expenses
|
1,681.5
|
|
|
1,390.3
|
|
||
Liabilities held for sale
|
30.3
|
|
|
213.9
|
|
||
Total Current Liabilities
|
3,073.4
|
|
|
3,329.9
|
|
||
Long-Term Debt
|
3,526.5
|
|
|
2,925.8
|
|
||
Deferred Taxes
|
946.9
|
|
|
851.0
|
|
||
Post-retirement Benefits
|
816.3
|
|
|
723.8
|
|
||
Other Liabilities
|
753.8
|
|
|
1,051.7
|
|
||
Commitments and Contingencies (Notes R and S)
|
—
|
|
|
—
|
|
||
Shareowners’ Equity
|
|
|
|
||||
Stanley Black & Decker, Inc. Shareowners’ Equity
|
|
|
|
||||
Preferred stock, without par value:
Authorized and unissued 10,000,000 shares
|
—
|
|
|
—
|
|
||
Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2012 and 2011
Issued 176,906,265 shares in 2012 and 176,091,572 shares in 2011
|
442.3
|
|
|
440.7
|
|
||
Retained earnings
|
3,299.5
|
|
|
2,707.3
|
|
||
Additional paid in capital
|
4,473.5
|
|
|
4,581.3
|
|
||
Accumulated other comprehensive loss
|
(388.0
|
)
|
|
(349.2
|
)
|
||
ESOP
|
(62.8
|
)
|
|
(68.5
|
)
|
||
|
7,764.5
|
|
|
7,311.6
|
|
||
Less: cost of common stock in treasury (16,954,238 shares in 2012 and 7,044,611 shares in 2011)
|
(1,097.4
|
)
|
|
(308.0
|
)
|
||
Stanley Black & Decker, Inc. Shareowners’ Equity
|
6,667.1
|
|
|
7,003.6
|
|
||
Non-controlling interests
|
60.0
|
|
|
63.2
|
|
||
Total Shareowners’ Equity
|
6,727.1
|
|
|
7,066.8
|
|
||
Total Liabilities and Shareowners’ Equity
|
$
|
15,844.0
|
|
|
$
|
15,949.0
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net earnings attributable to common shareowners
|
$
|
883.8
|
|
|
$
|
674.6
|
|
|
$
|
198.2
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property, plant and equipment
|
237.9
|
|
|
228.5
|
|
|
203.4
|
|
|||
Amortization of intangibles
|
207.4
|
|
|
181.6
|
|
|
145.3
|
|
|||
Inventory step-up amortization
|
6.3
|
|
|
0.8
|
|
|
173.5
|
|
|||
Pretax (gain) loss on sales of businesses
|
(384.7
|
)
|
|
16.2
|
|
|
—
|
|
|||
Loss on debt extinguishment
|
45.5
|
|
|
—
|
|
|
—
|
|
|||
Asset impairments
|
10.8
|
|
|
0.6
|
|
|
24.1
|
|
|||
Stock-based compensation expense
|
89.7
|
|
|
68.9
|
|
|
85.1
|
|
|||
Provision for doubtful accounts
|
11.3
|
|
|
15.9
|
|
|
10.6
|
|
|||
Income tax settlements
|
(48.6
|
)
|
|
(73.4
|
)
|
|
(36.2
|
)
|
|||
Debt-fair value amortization
|
(18.3
|
)
|
|
(34.1
|
)
|
|
(37.9
|
)
|
|||
Other non-cash items
|
(28.5
|
)
|
|
(12.2
|
)
|
|
3.8
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(55.2
|
)
|
|
10.1
|
|
|
22.5
|
|
|||
Inventories
|
11.4
|
|
|
(90.2
|
)
|
|
35.3
|
|
|||
Accounts payable
|
109.1
|
|
|
214.2
|
|
|
77.3
|
|
|||
Deferred revenue
|
(17.6
|
)
|
|
(6.0
|
)
|
|
1.5
|
|
|||
Accrued expenses
|
24.2
|
|
|
2.2
|
|
|
51.4
|
|
|||
Other current assets
|
(151.7
|
)
|
|
28.4
|
|
|
18.7
|
|
|||
Long-term receivables
|
(15.2
|
)
|
|
(21.1
|
)
|
|
(14.6
|
)
|
|||
Defined benefit liabilities
|
(107.0
|
)
|
|
(130.5
|
)
|
|
(276.9
|
)
|
|||
Other long-term liabilities
|
301.1
|
|
|
(119.5
|
)
|
|
39.2
|
|
|||
Other long-term assets
|
(145.5
|
)
|
|
43.9
|
|
|
15.0
|
|
|||
Net cash provided by operating activities
|
966.2
|
|
|
998.9
|
|
|
739.3
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(386.0
|
)
|
|
(302.1
|
)
|
|
(185.5
|
)
|
|||
Proceeds from sales of assets
|
9.6
|
|
|
29.4
|
|
|
11.0
|
|
|||
Business acquisitions, net of cash acquired
|
(707.3
|
)
|
|
(1,179.6
|
)
|
|
(550.3
|
)
|
|||
Proceeds from sales of businesses, net of cash sold
|
1,260.6
|
|
|
27.1
|
|
|
—
|
|
|||
Cash acquired from Black & Decker
|
—
|
|
|
—
|
|
|
949.4
|
|
|||
Undesignated interest rate swap terminations
|
—
|
|
|
(3.1
|
)
|
|
30.1
|
|
|||
Proceeds (payments) for net investment hedge settlements
|
5.8
|
|
|
(36.0
|
)
|
|
14.9
|
|
|||
Net cash provided by (used in) by investing activities
|
182.7
|
|
|
(1,464.3
|
)
|
|
269.6
|
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Payments on long-term debt
|
(1,422.3
|
)
|
|
(403.2
|
)
|
|
(515.8
|
)
|
|||
Proceeds from debt issuance
|
1,523.5
|
|
|
421.0
|
|
|
1,009.8
|
|
|||
Net repayments on short-term borrowings
|
(19.0
|
)
|
|
(199.4
|
)
|
|
(263.6
|
)
|
|||
Stock purchase contract fees
|
(3.2
|
)
|
|
(3.2
|
)
|
|
(7.7
|
)
|
|||
Purchase of common stock for treasury
|
(1,073.9
|
)
|
|
(11.1
|
)
|
|
(4.9
|
)
|
|||
Net premium paid for equity option
|
(29.5
|
)
|
|
(19.6
|
)
|
|
(50.3
|
)
|
|||
Premium paid on debt extinguishment
|
(91.0
|
)
|
|
—
|
|
|
—
|
|
|||
Termination of interest rate swaps
|
58.2
|
|
|
—
|
|
|
—
|
|
|||
Termination of forward starting interest rate swaps
|
(102.6
|
)
|
|
—
|
|
|
(48.4
|
)
|
|||
Proceeds from issuances of common stock
|
126.4
|
|
|
119.6
|
|
|
396.1
|
|
|||
Cash dividends on common stock
|
(304.0
|
)
|
|
(275.9
|
)
|
|
(201.6
|
)
|
|||
Net cash (used in) provided by financing activities
|
(1,337.4
|
)
|
|
(371.8
|
)
|
|
313.6
|
|
|||
Effect of exchange rate changes on cash
|
(2.4
|
)
|
|
1.3
|
|
|
22.2
|
|
|||
(Decrease) Increase in cash and cash equivalents
|
(190.9
|
)
|
|
(835.9
|
)
|
|
1,344.7
|
|
|||
Cash and cash equivalents, beginning of year
|
906.9
|
|
|
1,742.8
|
|
|
398.1
|
|
|||
Cash and cash equivalents, end of year
|
$
|
716.0
|
|
|
$
|
906.9
|
|
|
$
|
1,742.8
|
|
|
Common
Stock |
|
Additional
Paid In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
ESOP
|
|
Treasury
Stock |
|
Non-
Controlling Interests |
|
Shareowners’
Equity |
||||||||||||||||
Balance January 2, 2010
|
$
|
230.9
|
|
|
$
|
126.7
|
|
|
$
|
2,295.5
|
|
|
$
|
(76.5
|
)
|
|
$
|
(80.8
|
)
|
|
$
|
(509.7
|
)
|
|
$
|
25.4
|
|
|
$
|
2,011.5
|
|
Net earnings
|
|
|
|
|
198.2
|
|
|
|
|
|
|
|
|
—
|
|
|
198.2
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(39.8
|
)
|
|
|
|
|
|
|
|
(39.8
|
)
|
||||||||||||||
Cash dividends declared — $1.34 per share
|
|
|
|
|
(193.9
|
)
|
|
|
|
|
|
|
|
|
|
(193.9
|
)
|
||||||||||||||
Equity purchase contracts — stock issuance
|
12.9
|
|
|
307.1
|
|
|
|
|
|
|
|
|
|
|
|
|
320.0
|
|
|||||||||||||
Issuance of common stock
|
|
|
(30.2
|
)
|
|
—
|
|
|
|
|
|
|
95.5
|
|
|
|
|
65.3
|
|
||||||||||||
Black & Decker consideration paid
|
196.9
|
|
|
4,458.9
|
|
|
|
|
|
|
|
|
0.4
|
|
|
|
|
4,656.2
|
|
||||||||||||
Repurchase of common stock (79,357 shares)
|
|
|
—
|
|
|
|
|
|
|
|
|
(4.9
|
)
|
|
|
|
(4.9
|
)
|
|||||||||||||
Convertible equity — offering fees
|
|
|
(13.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(13.6
|
)
|
||||||||||||||
Convertible equity — non-cash stock contract fees
|
|
|
(14.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(14.9
|
)
|
||||||||||||||
Net premium paid and settlement of equity option
|
|
|
(48.6
|
)
|
|
|
|
|
|
|
|
(1.7
|
)
|
|
|
|
(50.3
|
)
|
|||||||||||||
Non-controlling interest buyout
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
(1.6
|
)
|
|
(0.9
|
)
|
|||||||||||||
Non-controlling interests of acquired businesses
|
|
|
|
|
|
|
|
|
|
|
|
|
28.9
|
|
|
28.9
|
|
||||||||||||||
Other, stock-based compensation related
|
|
|
85.0
|
|
|
|
|
|
|
|
|
|
|
|
|
85.0
|
|
||||||||||||||
Tax benefit related to stock options exercised
|
|
|
14.6
|
|
|
|
|
|
|
|
|
|
|
|
|
14.6
|
|
||||||||||||||
ESOP and related tax benefit
|
|
|
|
|
2.0
|
|
|
|
|
6.3
|
|
|
|
|
|
|
8.3
|
|
|||||||||||||
Balance January 1, 2011
|
$
|
440.7
|
|
|
$
|
4,885.7
|
|
|
$
|
2,301.8
|
|
|
$
|
(116.3
|
)
|
|
$
|
(74.5
|
)
|
|
$
|
(420.4
|
)
|
|
$
|
52.7
|
|
|
$
|
7,069.7
|
|
Net earnings
|
—
|
|
|
—
|
|
|
674.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
674.5
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(232.9
|
)
|
|
|
|
|
|
|
|
(232.9
|
)
|
||||||||||||||
Cash dividends declared — $1.64 per share
|
|
|
|
|
(271.3
|
)
|
|
|
|
|
|
|
|
|
|
(271.3
|
)
|
||||||||||||||
Issuance of common stock
|
|
|
(22.4
|
)
|
|
|
|
|
|
|
|
123.7
|
|
|
|
|
101.3
|
|
|||||||||||||
Forward obligation to purchase treasury shares
|
|
|
(350.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(350.0
|
)
|
||||||||||||||
Equity purchase contracts — stock issuance
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
||||||||||||||
Net premium paid and settlement of equity option
|
|
|
(19.4
|
)
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
(19.6
|
)
|
|||||||||||||
Repurchase of common stock (164,710 shares)
|
|
|
|
|
|
|
|
|
|
|
(11.1
|
)
|
|
|
|
(11.1
|
)
|
||||||||||||||
Non-controlling interests of acquired businesses
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
|
10.6
|
|
||||||||||||||
Other, stock-based compensation related
|
|
|
68.9
|
|
|
|
|
|
|
|
|
|
|
|
|
68.9
|
|
||||||||||||||
Tax benefit related to stock options exercised
|
|
|
18.9
|
|
|
|
|
|
|
|
|
|
|
|
|
18.9
|
|
||||||||||||||
ESOP and related tax benefit
|
|
|
|
|
2.2
|
|
|
|
|
6.0
|
|
|
|
|
|
|
8.2
|
|
|||||||||||||
Balance December 31, 2011
|
$
|
440.7
|
|
|
$
|
4,581.3
|
|
|
$
|
2,707.3
|
|
|
$
|
(349.2
|
)
|
|
$
|
(68.5
|
)
|
|
$
|
(308.0
|
)
|
|
$
|
63.2
|
|
|
$
|
7,066.8
|
|
Net earnings
|
|
|
|
|
883.8
|
|
|
|
|
|
|
|
|
(0.8
|
)
|
|
883.0
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(38.8
|
)
|
|
|
|
|
|
|
|
(38.8
|
)
|
||||||||||||||
Cash dividends declared — $1.80 per share
|
|
|
|
|
(293.8
|
)
|
|
|
|
|
|
|
|
(1.0
|
)
|
|
(294.8
|
)
|
|||||||||||||
Issuance of common stock
|
|
|
(52.7
|
)
|
|
|
|
|
|
|
|
161.4
|
|
|
|
|
108.7
|
|
|||||||||||||
Convertible equity-hedge share receipt
|
|
|
46.9
|
|
|
|
|
|
|
|
|
(46.9
|
)
|
|
|
|
—
|
|
|||||||||||||
Delivery to Convertible note holder
|
1.6
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
Net premium paid on equity option
|
|
|
(29.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(29.5
|
)
|
||||||||||||||
Repurchase of common stock (12,613,068 shares)
|
|
|
(170.0
|
)
|
|
|
|
|
|
|
|
(903.9
|
)
|
|
|
|
(1,073.9
|
)
|
|||||||||||||
Non-controlling interest buyout
|
|
|
(8.3
|
)
|
|
|
|
|
|
|
|
|
|
(13.3
|
)
|
|
(21.6
|
)
|
|||||||||||||
Non-controlling interests of acquired businesses
|
|
|
|
|
|
|
|
|
|
|
|
|
11.9
|
|
|
11.9
|
|
||||||||||||||
Stock-based compensation related
|
|
|
89.7
|
|
|
|
|
|
|
|
|
|
|
|
|
89.7
|
|
||||||||||||||
Tax benefit related to stock options exercised
|
|
|
17.7
|
|
|
|
|
|
|
|
|
|
|
|
|
17.7
|
|
||||||||||||||
ESOP and related tax benefit
|
|
|
|
|
2.2
|
|
|
|
|
5.7
|
|
|
|
|
|
|
7.9
|
|
|||||||||||||
Balance December 29, 2012
|
$
|
442.3
|
|
|
$
|
4,473.5
|
|
|
$
|
3,299.5
|
|
|
$
|
(388.0
|
)
|
|
$
|
(62.8
|
)
|
|
$
|
(1,097.4
|
)
|
|
$
|
60.0
|
|
|
$
|
6,727.1
|
|
|
|
Useful Life
(Years)
|
Land improvements
|
|
10 —20
|
Buildings
|
|
40
|
Machinery and equipment
|
|
3 — 15
|
Computer software
|
|
3 — 5
|
(Millions of Dollars)
|
2012
|
|
2011
|
||||
Trade accounts receivable
|
$
|
1,454.1
|
|
|
$
|
1,356.7
|
|
Trade notes receivable
|
125.9
|
|
|
100.2
|
|
||
Other accounts receivable
|
24.4
|
|
|
41.7
|
|
||
Gross accounts and notes receivable
|
1,604.4
|
|
|
1,498.6
|
|
||
Allowance for doubtful accounts
|
(66.2
|
)
|
|
(53.6
|
)
|
||
Accounts and notes receivable, net
|
$
|
1,538.2
|
|
|
$
|
1,445.0
|
|
Long-term trade notes receivable, net
|
$
|
146.4
|
|
|
$
|
131.2
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
||||
Finished products
|
$
|
962.6
|
|
|
$
|
914.7
|
|
Work in process
|
124.1
|
|
|
134.8
|
|
||
Raw materials
|
229.9
|
|
|
221.4
|
|
||
Total
|
$
|
1,316.6
|
|
|
$
|
1,270.9
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
||||
Land
|
$
|
113.5
|
|
|
$
|
103.2
|
|
Land improvements
|
29.9
|
|
|
25.9
|
|
||
Buildings
|
470.8
|
|
|
423.2
|
|
||
Leasehold improvements
|
73.9
|
|
|
48.7
|
|
||
Machinery and equipment
|
1,644.0
|
|
|
1,363.4
|
|
||
Computer software
|
364.4
|
|
|
293.5
|
|
||
Property, plant & equipment, gross
|
$
|
2,696.5
|
|
|
$
|
2,257.9
|
|
Less: accumulated depreciation and amortization
|
(1,362.8
|
)
|
|
(1,115.3
|
)
|
||
Property, plant & equipment, net
|
$
|
1,333.7
|
|
|
$
|
1,142.6
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Depreciation
|
$
|
210.6
|
|
|
$
|
194.4
|
|
|
$
|
177.4
|
|
Amortization
|
27.3
|
|
|
34.1
|
|
|
26.0
|
|
|||
Depreciation and amortization expense
|
$
|
237.9
|
|
|
$
|
228.5
|
|
|
$
|
203.4
|
|
|
|
||
(Millions of Dollars)
|
|
||
Cash and cash equivalents
|
$
|
21.1
|
|
Accounts and notes receivable, net
|
178.0
|
|
|
Inventories, net
|
55.1
|
|
|
Prepaid expenses and other current assets
|
45.3
|
|
|
Property, plant and equipment
|
32.3
|
|
|
Trade names
|
6.0
|
|
|
Customer relationships
|
350.0
|
|
|
Other assets
|
43.1
|
|
|
Short-term borrowings
|
(202.9
|
)
|
|
Accounts payable
|
(55.8
|
)
|
|
Deferred taxes
|
(143.5
|
)
|
|
Other liabilities
|
(253.9
|
)
|
|
Total identifiable net assets
|
$
|
74.8
|
|
Goodwill
|
921.0
|
|
|
Total consideration transferred
|
$
|
995.8
|
|
|
|
Year-to-Date
|
||||||
(Millions of Dollars, except per share amounts)
|
|
2012
|
|
2011
|
||||
Net sales
|
|
$
|
10,297.0
|
|
|
$
|
10,408.6
|
|
Net earnings attributable to common shareowners
|
|
448.4
|
|
|
600.3
|
|
||
Diluted earnings per share-continuing operations
|
|
2.69
|
|
|
3.53
|
|
•
|
Elimination of the historical pre-acquisition intangible asset amortization expense and the addition of intangible asset amortization expense related to intangibles valued as part of the purchase price allocation that would have been incurred from January 1, 2012 to the acquisition dates, adjusted for the applicable tax impact.
|
•
|
Because the 2012 acquisitions were assumed to occur on January 3, 2011, there were no deal costs, inventory step-up amortization, or deferred revenue fair value amortization factored into the 2012 pro-forma year, as such expenses would have occurred in the first year following the acquisition.
|
•
|
Because the 2012 acquisitions were funded with existing cash resources and debt acquired was repaid, no additional interest expense was factored into the 2012 pro-forma year.
|
•
|
Elimination of the historical pre-acquisition intangible asset amortization expense and the addition of intangible asset amortization expense related to intangibles valued as part of the purchase price allocation that would have been incurred from January 3, 2011 to the acquisition dates.
|
•
|
Additional expense for deal costs and the inventory step-up, where applicable, which would have been amortized as the corresponding inventory was sold.
|
•
|
Reduced revenue for fair value adjustments made to deferred revenue for Niscayah and AeroScout.
|
•
|
The modifications above were adjusted for the applicable tax impact.
|
(Millions of Dollars)
|
CDIY
|
|
Industrial
|
|
Security
|
|
Total
|
||||||||
Balance December 31, 2011
|
$
|
2,919.9
|
|
|
$
|
1,291.4
|
|
|
$
|
2,226.9
|
|
|
$
|
6,438.2
|
|
Reclass to Assets Held for Sale
|
—
|
|
|
—
|
|
|
(38.7
|
)
|
|
(38.7
|
)
|
||||
Addition from acquisitions
|
100.9
|
|
|
59.1
|
|
|
365.8
|
|
|
525.8
|
|
||||
Foreign currency translation and other
|
9.7
|
|
|
43.8
|
|
|
42.3
|
|
|
95.8
|
|
||||
Balance December 29, 2012
|
$
|
3,030.5
|
|
|
$
|
1,394.3
|
|
|
$
|
2,596.3
|
|
|
$
|
7,021.1
|
|
|
2012
|
|
2011
|
||||||||||||
(Millions of Dollars)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized Intangible Assets — Definite lives
|
|
|
|
|
|
|
|
||||||||
Patents and copyrights
|
$
|
52.1
|
|
|
$
|
(40.3
|
)
|
|
$
|
51.0
|
|
|
$
|
(36.8
|
)
|
Trade names
|
142.5
|
|
|
(68.8
|
)
|
|
136.3
|
|
|
(54.2
|
)
|
||||
Customer relationships
|
1,707.9
|
|
|
(628.1
|
)
|
|
1,612.8
|
|
|
(473.6
|
)
|
||||
Other intangible assets
|
262.7
|
|
|
(101.4
|
)
|
|
175.3
|
|
|
(81.9
|
)
|
||||
Total
|
$
|
2,165.2
|
|
|
$
|
(838.6
|
)
|
|
$
|
1,975.4
|
|
|
$
|
(646.5
|
)
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
CDIY
|
$
|
35.9
|
|
|
$
|
31.8
|
|
|
$
|
27.9
|
|
Security
|
113.2
|
|
|
107.8
|
|
|
95.1
|
|
|||
Industrial
|
58.3
|
|
|
42.0
|
|
|
22.3
|
|
|||
Consolidated
|
$
|
207.4
|
|
|
$
|
181.6
|
|
|
$
|
145.3
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
||||
Payroll and related taxes
|
$
|
294.4
|
|
|
$
|
285.9
|
|
Income and other taxes
|
220.0
|
|
|
224.1
|
|
||
Customer rebates and sales returns
|
77.2
|
|
|
82.1
|
|
||
Insurance and benefits
|
88.9
|
|
|
84.2
|
|
||
Accrued restructuring costs
|
125.2
|
|
|
70.0
|
|
||
Derivative financial instruments
|
78.0
|
|
|
156.9
|
|
||
Warranty costs
|
78.6
|
|
|
77.9
|
|
||
Deferred revenue
|
78.6
|
|
|
89.8
|
|
||
Forward stock purchase contract
|
350.0
|
|
|
—
|
|
||
Other
|
290.6
|
|
|
319.4
|
|
||
Total
|
$
|
1,681.5
|
|
|
$
|
1,390.3
|
|
|
Interest Rate
|
|
2012
|
|
2011
|
||||
Notes payable due 2012
|
4.90%
|
|
—
|
|
|
204.2
|
|
||
Convertible notes payable due in 2012
|
3 month LIBOR less 3.50%
|
|
—
|
|
|
316.1
|
|
||
Notes payable due 2013
|
6.15%
|
|
—
|
|
|
259.2
|
|
||
Notes payable due 2014
|
4.75%
|
|
—
|
|
|
312.7
|
|
||
Notes payable due 2014
|
8.95%
|
|
—
|
|
|
388.7
|
|
||
Notes payable due 2016
|
5.75%
|
|
326.8
|
|
|
330.5
|
|
||
Notes payable due in 2018 (junior subordinated)
|
4.25%
|
|
632.5
|
|
|
632.5
|
|
||
Notes payable due 2021
|
3.40%
|
|
417.1
|
|
|
402.9
|
|
||
Notes payable due 2022
|
2.90%
|
|
799.3
|
|
|
—
|
|
||
Notes payable due 2028
|
7.05%
|
|
169.6
|
|
|
167.5
|
|
||
Notes payable due 2040
|
5.20%
|
|
404.4
|
|
|
399.7
|
|
||
Notes payable due 2052 (junior subordinated)
|
5.75%
|
|
750.0
|
|
|
—
|
|
||
Other, payable in varying amounts through 2021
|
0.00% — 7.14%
|
|
37.2
|
|
|
38.2
|
|
||
Total long-term debt, including current maturities
|
|
|
$
|
3,536.9
|
|
|
$
|
3,452.2
|
|
Less: Current maturities of long-term debt
|
|
|
(10.4
|
)
|
|
(526.4
|
)
|
||
Long-term debt
|
|
|
$
|
3,526.5
|
|
|
$
|
2,925.8
|
|
|
|
Balance Sheet
Classification
|
|
2012
|
|
2011
|
|
Balance Sheet
Classification
|
|
2012
|
|
2011
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts Cash Flow
|
|
Other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accrued expenses
|
|
$
|
—
|
|
|
$
|
86.9
|
|
Interest Rate Contracts Fair Value
|
|
Other current assets
|
|
18.5
|
|
|
21.7
|
|
|
Accrued expenses
|
|
3.3
|
|
|
5.2
|
|
||||
|
|
LT other assets
|
|
6.4
|
|
|
15.2
|
|
|
LT other liabilities
|
|
4.6
|
|
|
—
|
|
||||
Foreign Exchange Contracts Cash Flow
|
|
Other current assets
|
|
—
|
|
|
5.3
|
|
|
Accrued expenses
|
|
2.6
|
|
|
1.4
|
|
||||
|
|
LT other assets
|
|
—
|
|
|
—
|
|
|
LT other liabilities
|
|
—
|
|
|
0.8
|
|
||||
Net Investment Hedge
|
|
Other current assets
|
|
0.2
|
|
|
27.7
|
|
|
Accrued expenses
|
|
25.7
|
|
|
—
|
|
||||
|
|
|
|
$
|
25.1
|
|
|
$
|
69.9
|
|
|
|
|
$
|
36.2
|
|
|
$
|
94.3
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign Exchange Contracts
|
|
Other current assets
|
|
$
|
73.9
|
|
|
$
|
48.1
|
|
|
Accrued expenses
|
|
$
|
46.4
|
|
|
$
|
63.4
|
|
LT other assets
|
|
|
|
—
|
|
|
24.5
|
|
|
LT other liabilities
|
|
8.9
|
|
|
24.0
|
|
||||
|
|
|
|
$
|
73.9
|
|
|
$
|
72.6
|
|
|
|
|
$
|
55.3
|
|
|
$
|
87.4
|
|
Year-to-date 2012
(In millions)
|
Gain (Loss)
Recorded in OCI
|
|
Classification of
Gain (Loss)
Reclassified from
OCI to Income
|
|
Gain (Loss)
Reclassified from
OCI to Income
(Effective Portion)
|
|
Gain (Loss)
Recognized in
Income
(Ineffective Portion*)
|
||||||
Interest Rate Contracts
|
$
|
—
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
$
|
(11.2
|
)
|
|
Cost of sales
|
|
$
|
1.9
|
|
|
—
|
|
Year-to-date 2011
(In millions)
|
Gain (Loss)
Recorded in OCI
|
|
Classification of
Gain (Loss)
Reclassified from
OCI to Income
|
|
Gain (Loss)
Reclassified from
OCI to Income
(Effective Portion)
|
|
Gain (Loss)
Recognized in
Income
(Ineffective Portion*)
|
||||||
Interest Rate Contracts
|
$
|
(69.6
|
)
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
$
|
(2.9
|
)
|
|
Cost of sales
|
|
$
|
(21.1
|
)
|
|
—
|
|
|
Year-to-Date 2012
|
|
Year-to-Date 2011
|
||||||||||||
Income Statement
Classification
|
Gain/(Loss) on
Swaps
|
|
Gain /(Loss) on
Borrowings
|
|
Gain/(Loss) on
Swaps
|
|
Gain /(Loss) on
Borrowings
|
||||||||
Interest Expense
|
$
|
27.2
|
|
|
$
|
(27.2
|
)
|
|
$
|
27.8
|
|
|
$
|
(27.8
|
)
|
|
Year-to-Date 2012
|
|
Year-to-Date 2011
|
||||||||||||||||||||
Income Statement
Classification
|
Amount
Recorded in OCI
Gain (Loss)
|
|
Effective Portion
Recorded in Income
Statement
|
|
Ineffective
Portion*
Recorded in
Income
Statement
|
|
Amount
Recorded in OCI
Gain (Loss)
|
|
Effective Portion
Recorded in Income
Statement
|
|
Ineffective
Portion*
Recorded in
Income
Statement
|
||||||||||||
Other-net
|
$
|
(47.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives Not
Designated as Hedging
Instruments under ASC 815
|
Income Statement
Classification
|
|
Year-to-Date 2012
Amount of Gain (Loss)
Recorded in Income on
Derivative
|
|
Year-to-Date 2011 Amount of Gain (Loss)
Recorded in Income on
Derivative
|
||||
Foreign Exchange Contracts
|
Other-net
|
|
$
|
10.0
|
|
|
$
|
(3.3
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator (in millions):
|
|
|
|
|
|
||||||
Net earnings from continuing operations attributable to common shareowners
|
$
|
449.5
|
|
|
$
|
598.4
|
|
|
$
|
150.6
|
|
Net earnings from discontinued operations
|
434.3
|
|
|
76.2
|
|
|
47.6
|
|
|||
Net earnings attributable to common shareowners
|
$
|
883.8
|
|
|
$
|
674.6
|
|
|
$
|
198.2
|
|
Less: Earnings attributable to participating restricted stock units (“RSU’s”)
|
1.2
|
|
|
1.4
|
|
|
0.5
|
|
|||
Net Earnings — basic
|
$
|
882.6
|
|
|
$
|
673.2
|
|
|
$
|
197.7
|
|
Net Earnings — diluted
|
$
|
883.8
|
|
|
$
|
674.6
|
|
|
$
|
198.2
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Denominator (in thousands):
|
|
|
|
|
|
|||
Basic earnings per share –– weighted-average shares
|
163,067
|
|
|
165,832
|
|
|
147,224
|
|
Dilutive effect of stock options and awards
|
3,634
|
|
|
4,273
|
|
|
2,943
|
|
Diluted earnings per share –– weighted-average shares
|
166,701
|
|
|
170,105
|
|
|
150,167
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Earnings per share of common stock:
|
|
|
|
|
|
||||||
Basic earnings per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.75
|
|
|
$
|
3.60
|
|
|
$
|
1.02
|
|
Discontinued operations
|
2.66
|
|
|
0.46
|
|
|
0.32
|
|
|||
Total basic earnings per share of common stock
|
$
|
5.41
|
|
|
$
|
4.06
|
|
|
$
|
1.34
|
|
Diluted earnings per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.70
|
|
|
$
|
3.52
|
|
|
$
|
1.00
|
|
Discontinued operations
|
2.61
|
|
|
0.45
|
|
|
0.32
|
|
|||
Total dilutive earnings per share of common stock
|
$
|
5.30
|
|
|
$
|
3.97
|
|
|
$
|
1.32
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Number of stock options
|
1,825
|
|
|
2,379
|
|
|
2,760
|
|
Number of stock warrants
|
3,419
|
|
|
4,939
|
|
|
4,939
|
|
Number of shares related to May 2010 equity purchase contracts
|
—
|
|
|
—
|
|
|
2,210
|
|
Number of shares related to the convertible preferred units
|
—
|
|
|
8,458
|
|
|
1,054
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Outstanding, beginning of year
|
169,046,961
|
|
|
166,347,430
|
|
|
80,478,624
|
|
Shares issued as part of the merger
|
—
|
|
|
—
|
|
|
78,497,261
|
|
Shares issued from Equity Units Offering
|
—
|
|
|
—
|
|
|
5,180,776
|
|
Shares issued, other
|
814,693
|
|
|
—
|
|
|
—
|
|
Issued from treasury
|
3,344,163
|
|
|
2,864,564
|
|
|
2,298,603
|
|
Returned to treasury
|
(13,253,790
|
)
|
|
(165,033
|
)
|
|
(107,834
|
)
|
Outstanding, end of year
|
159,952,027
|
|
|
169,046,961
|
|
|
166,347,430
|
|
Shares subject to the forward share purchase contract
|
(5,581,400
|
)
|
|
(5,581,400
|
)
|
|
—
|
|
Outstanding, less shares subject to the forward share purchase contract
|
154,370,627
|
|
|
163,465,561
|
|
|
166,347,430
|
|
|
2012
|
|
2011
|
||
Employee stock purchase plan
|
2,586,768
|
|
|
2,808,891
|
|
Other stock-based compensation plans
|
505,851
|
|
|
2,643,113
|
|
Total shares reserved
|
3,092,619
|
|
|
5,452,004
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Average expected volatility
|
35.6
|
%
|
|
38.4
|
%
|
|
31.4
|
%
|
|||
Dividend yield
|
2.8
|
%
|
|
2.5
|
%
|
|
2.2
|
%
|
|||
Risk-free interest rate
|
0.8
|
%
|
|
1.1
|
%
|
|
2.7
|
%
|
|||
Expected term
|
5.5 years
|
|
|
5.5 years
|
|
|
6.3 years
|
|
|||
Fair value per option
|
$
|
17.47
|
|
|
$
|
18.29
|
|
|
$
|
16.68
|
|
Weighted average vesting period
|
2.3 years
|
|
|
2.7 years
|
|
|
3.0 years
|
|
|
2010
|
||
Average expected volatility
|
32.0
|
%
|
|
Dividend yield
|
0.7
|
%
|
|
Risk-free interest rate
|
1.4
|
%
|
|
Expected term
|
2.9 years
|
|
|
Fair value per option
|
$
|
18.72
|
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|||||||||
Outstanding, beginning of year
|
10,444,660
|
|
|
$
|
52.47
|
|
|
11,641,564
|
|
|
$
|
48.69
|
|
|
5,839,417
|
|
|
$
|
39.75
|
|
Granted
|
1,106,075
|
|
|
70.66
|
|
|
1,150,577
|
|
|
65.05
|
|
|
2,055,942
|
|
|
60.69
|
|
|||
Options assumed from merger
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,843,623
|
|
|
44.41
|
|
|||
Exercised
|
(2,258,598
|
)
|
|
43.07
|
|
|
(2,166,269
|
)
|
|
40.34
|
|
|
(1,720,507
|
)
|
|
34.81
|
|
|||
Forfeited
|
(235,644
|
)
|
|
68.48
|
|
|
(181,212
|
)
|
|
52.19
|
|
|
(376,911
|
)
|
|
54.95
|
|
|||
Outstanding, end of year
|
9,056,493
|
|
|
$
|
56.90
|
|
|
10,444,660
|
|
|
$
|
52.47
|
|
|
11,641,564
|
|
|
$
|
48.69
|
|
Exercisable, end of year
|
5,515,617
|
|
|
$
|
52.97
|
|
|
6,853,838
|
|
|
$
|
49.74
|
|
|
8,100,566
|
|
|
$
|
46.70
|
|
|
Outstanding Stock Options
|
|
Exercisable Stock Options
|
||||||||||||||
Exercise Price Ranges
|
Options
|
|
Weighted-
average
Remaining
Contractual Life
|
|
Weighted-
average
Exercise Price
|
|
Options
|
|
Weighted-
average Remaining Contractual Life |
|
Weighted-
average Exercise Price |
||||||
$35.00 and below
|
1,356,621
|
|
|
3.97
|
|
$
|
31.39
|
|
|
1,261,445
|
|
|
3.80
|
|
$
|
31.49
|
|
$35.01 — 50.00
|
1,167,090
|
|
|
3.65
|
|
46.41
|
|
|
1,055,715
|
|
|
3.34
|
|
46.18
|
|
||
$50.01 — higher
|
6,532,782
|
|
|
6.41
|
|
64.07
|
|
|
3,198,457
|
|
|
4.14
|
|
63.68
|
|
||
|
9,056,493
|
|
|
5.69
|
|
$
|
56.90
|
|
|
5,515,617
|
|
|
1.55
|
|
$
|
52.97
|
|
|
Restricted Share
Units & Awards
|
|
Weighted Average
Grant
Date Fair Value
|
|||
Non-vested at January 1, 2012
|
2,373,108
|
|
|
$
|
57.52
|
|
Granted
|
445,958
|
|
|
70.30
|
|
|
Vested
|
(523,902
|
)
|
|
72.20
|
|
|
Forfeited
|
(68,226
|
)
|
|
71.66
|
|
|
Non-vested at December 29, 2012
|
2,226,938
|
|
|
$
|
61.73
|
|
|
Share Units
|
|
Weighted Average
Grant
Date Fair Value
|
|||
Non-vested at January 1, 2012
|
1,357,899
|
|
|
$
|
46.14
|
|
Granted
|
274,614
|
|
|
74.86
|
|
|
Vested
|
(411,329
|
)
|
|
30.37
|
|
|
Forfeited
|
(136,265
|
)
|
|
38.89
|
|
|
Non-vested at December 29, 2012
|
1,084,919
|
|
|
$
|
60.29
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Currency translation adjustment
|
$
|
29.4
|
|
|
$
|
(87.4
|
)
|
|
$
|
29.1
|
|
Pension loss, net of tax
|
(260.6
|
)
|
|
(153.1
|
)
|
|
(62.5
|
)
|
|||
Fair value of net investment hedge effectiveness, net of tax
|
(63.3
|
)
|
|
(32.8
|
)
|
|
(32.7
|
)
|
|||
Fair value of cash flow hedge effectiveness, net of tax
|
(93.5
|
)
|
|
(75.9
|
)
|
|
(50.2
|
)
|
|||
Accumulated other comprehensive loss
|
$
|
(388.0
|
)
|
|
$
|
(349.2
|
)
|
|
$
|
(116.3
|
)
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Multi-employer plan expense
|
$
|
3.3
|
|
|
$
|
3.0
|
|
|
$
|
0.6
|
|
Other defined contribution plan expense
|
$
|
16.2
|
|
|
$
|
9.9
|
|
|
$
|
16.4
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Service cost
|
$
|
6.6
|
|
|
$
|
6.5
|
|
|
$
|
18.1
|
|
|
$
|
12.1
|
|
|
$
|
12.6
|
|
|
$
|
12.8
|
|
Interest cost
|
62.9
|
|
|
69.6
|
|
|
61.2
|
|
|
47.3
|
|
|
52.9
|
|
|
44.7
|
|
||||||
Expected return on plan assets
|
(67.1
|
)
|
|
(70.0
|
)
|
|
(52.5
|
)
|
|
(44.3
|
)
|
|
(50.5
|
)
|
|
(39.8
|
)
|
||||||
Prior service cost amortization
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|
0.4
|
|
|
0.3
|
|
|
0.2
|
|
||||||
Transition obligation amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Actuarial loss amortization
|
6.2
|
|
|
2.5
|
|
|
2.0
|
|
|
2.1
|
|
|
3.0
|
|
|
4.1
|
|
||||||
Settlement / curtailment loss (gain)
|
11.3
|
|
|
1.9
|
|
|
(9.1
|
)
|
|
3.3
|
|
|
(0.5
|
)
|
|
(2.3
|
)
|
||||||
Net periodic pension expense
|
$
|
20.9
|
|
|
$
|
11.5
|
|
|
$
|
20.7
|
|
|
$
|
21.0
|
|
|
$
|
17.9
|
|
|
$
|
19.8
|
|
|
Other Benefit Plans
|
||||||||||
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Service cost
|
$
|
0.9
|
|
|
$
|
0.6
|
|
|
$
|
1.3
|
|
Interest cost
|
3.1
|
|
|
3.6
|
|
|
4.6
|
|
|||
Prior service credit amortization
|
(1.2
|
)
|
|
(1.2
|
)
|
|
(0.2
|
)
|
|||
Actuarial loss amortization
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||
Settlement / curtailment gain
|
0.1
|
|
|
—
|
|
|
(7.2
|
)
|
|||
Net periodic post-retirement benefit expense (income)
|
$
|
2.7
|
|
|
$
|
2.8
|
|
|
$
|
(1.6
|
)
|
(Millions of Dollars)
|
2012
|
||
Current year actuarial loss
|
$
|
148.8
|
|
Amortization of actuarial loss
|
(22.6
|
)
|
|
Prior service cost from plan amendments
|
1.1
|
|
|
Amortization of prior service costs
|
(0.3
|
)
|
|
Amortization of transition obligation
|
(0.1
|
)
|
|
Currency / other
|
4.3
|
|
|
|
|
||
Total loss recognized in other comprehensive income (pre-tax)
|
$
|
131.2
|
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at end of prior year
|
$
|
1,501.0
|
|
|
$
|
1,390.5
|
|
|
$
|
965.7
|
|
|
$
|
987.1
|
|
|
$
|
80.1
|
|
|
$
|
86.9
|
|
Service cost
|
6.6
|
|
|
6.5
|
|
|
12.1
|
|
|
12.6
|
|
|
0.9
|
|
|
0.6
|
|
||||||
Interest cost
|
62.9
|
|
|
69.6
|
|
|
47.3
|
|
|
52.9
|
|
|
3.1
|
|
|
3.6
|
|
||||||
Settlements/curtailments
|
(126.6
|
)
|
|
(44.1
|
)
|
|
(14.6
|
)
|
|
(3.1
|
)
|
|
(0.1
|
)
|
|
(0.9
|
)
|
||||||
Actuarial loss (gain)
|
100.2
|
|
|
161.9
|
|
|
127.5
|
|
|
(23.0
|
)
|
|
4.5
|
|
|
0.2
|
|
||||||
Plan amendments
|
1.3
|
|
|
0.1
|
|
|
(1.0
|
)
|
|
2.8
|
|
|
0.9
|
|
|
0.7
|
|
||||||
Foreign currency exchange rates
|
—
|
|
|
—
|
|
|
41.0
|
|
|
(13.8
|
)
|
|
0.3
|
|
|
(0.2
|
)
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Acquisitions, divestitures and other
|
8.5
|
|
|
4.1
|
|
|
5.3
|
|
|
0.3
|
|
|
7.8
|
|
|
0.1
|
|
||||||
Benefits paid
|
(90.5
|
)
|
|
(87.6
|
)
|
|
(48.9
|
)
|
|
(50.4
|
)
|
|
(9.8
|
)
|
|
(10.9
|
)
|
||||||
Benefit obligation at end of year
|
$
|
1,463.4
|
|
|
$
|
1,501.0
|
|
|
$
|
1,134.7
|
|
|
$
|
965.7
|
|
|
$
|
87.7
|
|
|
$
|
80.1
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at end of prior year
|
$
|
1,079.5
|
|
|
$
|
1,032.1
|
|
|
$
|
709.4
|
|
|
$
|
719.1
|
|
|
—
|
|
|
$
|
—
|
|
|
Actual return on plan assets
|
129.3
|
|
|
99.2
|
|
|
64.8
|
|
|
19.4
|
|
|
—
|
|
|
—
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
62.2
|
|
|
83.6
|
|
|
35.0
|
|
|
35.6
|
|
|
9.8
|
|
|
11.8
|
|
||||||
Settlements
|
(126.6
|
)
|
|
(44.1
|
)
|
|
(13.9
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
(0.9
|
)
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
—
|
|
|
31.5
|
|
|
(8.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Acquisitions, divestitures and other
|
3.2
|
|
|
(3.7
|
)
|
|
0.9
|
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(90.5
|
)
|
|
(87.6
|
)
|
|
(48.9
|
)
|
|
(50.4
|
)
|
|
(9.8
|
)
|
|
(10.9
|
)
|
||||||
Fair value of plan assets at end of plan year
|
$
|
1,057.1
|
|
|
$
|
1,079.5
|
|
|
$
|
779.1
|
|
|
$
|
709.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status — assets less than benefit obligation
|
$
|
(406.3
|
)
|
|
$
|
(421.5
|
)
|
|
$
|
(355.6
|
)
|
|
$
|
(256.3
|
)
|
|
$
|
(87.7
|
)
|
|
$
|
(80.1
|
)
|
Unrecognized prior service cost (credit)
|
4.7
|
|
|
4.5
|
|
|
4.1
|
|
|
5.6
|
|
|
(10.7
|
)
|
|
(12.7
|
)
|
||||||
Unrecognized net actuarial loss
|
174.0
|
|
|
153.3
|
|
|
180.4
|
|
|
75.1
|
|
|
6.3
|
|
|
1.7
|
|
||||||
Unrecognized net transition obligation
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Net amount recognized
|
$
|
(227.6
|
)
|
|
$
|
(263.7
|
)
|
|
$
|
(170.8
|
)
|
|
$
|
(175.3
|
)
|
|
$
|
(92.1
|
)
|
|
$
|
(91.1
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prepaid benefit cost (non-current)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current benefit liability
|
(16.4
|
)
|
|
(20.2
|
)
|
|
(8.2
|
)
|
|
(8.0
|
)
|
|
(9.9
|
)
|
|
(9.6
|
)
|
||||||
Non-current benefit liability
|
(389.9
|
)
|
|
(401.3
|
)
|
|
(348.5
|
)
|
|
(252.3
|
)
|
|
(77.8
|
)
|
|
(70.5
|
)
|
||||||
Net liability recognized
|
$
|
(406.3
|
)
|
|
$
|
(421.5
|
)
|
|
$
|
(355.6
|
)
|
|
$
|
(256.3
|
)
|
|
$
|
(87.7
|
)
|
|
$
|
(80.1
|
)
|
Accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (credit)
|
$
|
4.7
|
|
|
$
|
4.5
|
|
|
$
|
4.1
|
|
|
$
|
5.6
|
|
|
$
|
(10.7
|
)
|
|
$
|
(12.7
|
)
|
Actuarial loss
|
174.0
|
|
|
153.3
|
|
|
180.4
|
|
|
75.1
|
|
|
6.3
|
|
|
1.7
|
|
||||||
Transition liability
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
178.7
|
|
|
$
|
157.8
|
|
|
$
|
184.8
|
|
|
$
|
81.0
|
|
|
$
|
(4.4
|
)
|
|
$
|
(11.0
|
)
|
Net amount recognized
|
$
|
(227.6
|
)
|
|
$
|
(263.7
|
)
|
|
$
|
(170.8
|
)
|
|
$
|
(175.3
|
)
|
|
$
|
(92.1
|
)
|
|
$
|
(91.1
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
(Millions of Dollars)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Projected benefit obligation
|
$
|
1,463.4
|
|
|
$
|
1,501.0
|
|
|
$
|
1,125.9
|
|
|
$
|
777.0
|
|
Accumulated benefit obligation
|
$
|
1,460.7
|
|
|
$
|
1,498.0
|
|
|
$
|
1,084.2
|
|
|
$
|
751.2
|
|
Fair value of plan assets
|
$
|
1,057.1
|
|
|
$
|
1,079.5
|
|
|
$
|
769.8
|
|
|
$
|
518.7
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
(Millions of Dollars)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Projected benefit obligation
|
$
|
1,463.4
|
|
|
$
|
1,501.0
|
|
|
$
|
1,134.3
|
|
|
$
|
785.1
|
|
Accumulated benefit obligation
|
$
|
1,460.7
|
|
|
$
|
1,498.0
|
|
|
$
|
1,090.3
|
|
|
$
|
756.1
|
|
Fair value of plan assets
|
$
|
1,057.1
|
|
|
$
|
1,079.5
|
|
|
$
|
777.7
|
|
|
$
|
524.9
|
|
|
Pension Benefits
|
|
|
|||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
|||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|||||||||
Weighted-average assumptions used to determine benefit obligations at year end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
3.75
|
%
|
|
4.25
|
%
|
|
5.25
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
|
5.25
|
%
|
|
3.00
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
Rate of compensation increase
|
6.00
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
3.25
|
%
|
|
3.50
|
%
|
|
4.00
|
%
|
|
3.50
|
%
|
|
—
|
|
|
3.75
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
4.25
|
%
|
|
5.25
|
%
|
|
5.75
|
%
|
|
5.00
|
%
|
|
5.25
|
%
|
|
5.75
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
|
5.50
|
%
|
Rate of compensation increase
|
6.00
|
%
|
|
6.00
|
%
|
|
3.75
|
%
|
|
3.50
|
%
|
|
4.00
|
%
|
|
4.25
|
%
|
|
3.50
|
%
|
|
3.75
|
%
|
|
4.00
|
%
|
Expected return on plan assets
|
6.25
|
%
|
|
7.00
|
%
|
|
7.50
|
%
|
|
6.25
|
%
|
|
7.00
|
%
|
|
6.75
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Asset Category
|
2012
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
30.1
|
|
|
$
|
27.5
|
|
|
$
|
2.6
|
|
Equity securities
|
|
|
|
|
|
||||||
U.S. equity securities
|
285.2
|
|
|
42.5
|
|
|
242.7
|
|
|||
Foreign equity securities
|
400.8
|
|
|
124.1
|
|
|
276.7
|
|
|||
Fixed income securities
|
|
|
|
|
|
||||||
Government securities
|
479.4
|
|
|
254.8
|
|
|
224.6
|
|
|||
Corporate securities
|
562.0
|
|
|
—
|
|
|
562.0
|
|
|||
Mortgage-backed securities
|
10.9
|
|
|
—
|
|
|
10.9
|
|
|||
Insurance contracts
|
30.5
|
|
|
—
|
|
|
30.5
|
|
|||
Other
|
37.3
|
|
|
—
|
|
|
37.3
|
|
|||
Total
|
$
|
1,836.2
|
|
|
$
|
448.9
|
|
|
$
|
1,387.3
|
|
Asset Category
|
2011
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
35.6
|
|
|
$
|
6.8
|
|
|
$
|
28.8
|
|
Equity securities
|
|
|
|
|
|
||||||
U.S. equity securities
|
323.5
|
|
|
62.8
|
|
|
260.7
|
|
|||
Foreign equity securities
|
377.7
|
|
|
76.9
|
|
|
300.8
|
|
|||
Fixed income securities
|
|
|
|
|
|
||||||
Government securities
|
468.6
|
|
|
244.5
|
|
|
224.1
|
|
|||
Corporate securities
|
505.3
|
|
|
—
|
|
|
505.3
|
|
|||
Mortgage-backed securities
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|||
Insurance contracts
|
27.7
|
|
|
—
|
|
|
27.7
|
|
|||
Other
|
48.6
|
|
|
—
|
|
|
48.6
|
|
|||
Total
|
$
|
1,788.9
|
|
|
$
|
391.0
|
|
|
$
|
1,397.9
|
|
(Millions of Dollars)
|
|
Total
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Years 6-10
|
||||||||||||||
Future payments
|
|
$
|
1,575.6
|
|
|
$
|
156.4
|
|
|
$
|
168.5
|
|
|
$
|
157.9
|
|
|
$
|
154.5
|
|
|
$
|
154.3
|
|
|
$
|
784.0
|
|
|
Total
Carrying
Value
|
|
Level 1
|
|
Level 2
|
||||||
December 29, 2012:
|
|
|
|
|
|
||||||
Derivative assets
|
$
|
99.0
|
|
|
$
|
—
|
|
|
$
|
99.0
|
|
Derivatives liabilities
|
$
|
91.5
|
|
|
$
|
—
|
|
|
$
|
91.5
|
|
Money market fund
|
$
|
68.0
|
|
|
$
|
68.0
|
|
|
$
|
—
|
|
December 31, 2011:
|
|
|
|
|
|
||||||
Derivative assets
|
$
|
142.5
|
|
|
$
|
—
|
|
|
$
|
142.5
|
|
Derivatives liabilities
|
$
|
181.7
|
|
|
$
|
—
|
|
|
$
|
181.7
|
|
Money market fund
|
$
|
39.0
|
|
|
$
|
39.0
|
|
|
$
|
—
|
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt, including current portion
|
$
|
3,536.9
|
|
|
$
|
3,677.3
|
|
|
$
|
3,452.2
|
|
|
$
|
3,623.4
|
|
Derivative assets
|
$
|
99.0
|
|
|
$
|
99.0
|
|
|
$
|
142.5
|
|
|
$
|
142.5
|
|
Derivative liabilities
|
$
|
91.5
|
|
|
$
|
91.5
|
|
|
$
|
181.7
|
|
|
$
|
181.7
|
|
|
12/31/2011
|
|
Acquisitions
|
|
Net
Additions
|
|
Usage
|
|
Currency
|
|
12/29/2012
|
||||||||||||
2012 Actions
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and related costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144.1
|
|
|
$
|
(68.2
|
)
|
|
$
|
2.2
|
|
|
$
|
78.1
|
|
Asset impairments
|
—
|
|
|
—
|
|
|
13.3
|
|
|
(13.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Facility closure
|
—
|
|
|
—
|
|
|
16.3
|
|
|
(8.1
|
)
|
|
—
|
|
|
8.2
|
|
||||||
Subtotal 2012 actions
|
—
|
|
|
—
|
|
|
173.7
|
|
|
(89.6
|
)
|
|
2.2
|
|
|
86.3
|
|
||||||
Pre-2012 Actions
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and related costs
|
66.5
|
|
|
—
|
|
|
(0.9
|
)
|
|
(31.9
|
)
|
|
0.3
|
|
|
34.0
|
|
||||||
Facility closure
|
3.5
|
|
|
—
|
|
|
2.3
|
|
|
(0.9
|
)
|
|
—
|
|
|
4.9
|
|
||||||
Subtotal Pre-2012 actions
|
70.0
|
|
|
—
|
|
|
1.4
|
|
|
(32.8
|
)
|
|
0.3
|
|
|
38.9
|
|
||||||
Total
|
$
|
70.0
|
|
|
$
|
—
|
|
|
$
|
175.1
|
|
|
$
|
(122.4
|
)
|
|
$
|
2.5
|
|
|
$
|
125.2
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Net Sales
|
|
|
|
|
|
||||||
CDIY
|
$
|
5,193.7
|
|
|
$
|
5,007.6
|
|
|
$
|
4,147.6
|
|
Security
|
2,428.9
|
|
|
1,926.5
|
|
|
1,457.6
|
|
|||
Industrial
|
2,567.9
|
|
|
2,501.4
|
|
|
1,891.7
|
|
|||
Consolidated
|
$
|
10,190.5
|
|
|
$
|
9,435.5
|
|
|
$
|
7,496.9
|
|
Segment Profit
|
|
|
|
|
|
||||||
CDIY
|
$
|
720.7
|
|
|
$
|
634.8
|
|
|
$
|
422.6
|
|
Security
|
305.6
|
|
|
297.1
|
|
|
252.9
|
|
|||
Industrial
|
410.2
|
|
|
400.7
|
|
|
255.5
|
|
|||
Segment Profit
|
1,436.5
|
|
|
1,332.6
|
|
|
931.0
|
|
|||
Corporate overhead
|
(252.3
|
)
|
|
(245.3
|
)
|
|
(244.7
|
)
|
|||
Other-net
|
(301.9
|
)
|
|
(255.7
|
)
|
|
(184.9
|
)
|
|||
Restructuring charges and asset impairments
|
(175.1
|
)
|
|
(69.3
|
)
|
|
(231.7
|
)
|
|||
Loss on debt extinguishment
|
(45.5
|
)
|
|
—
|
|
|
—
|
|
|||
Interest income
|
10.1
|
|
|
26.5
|
|
|
8.7
|
|
|||
Interest expense
|
(144.2
|
)
|
|
(140.4
|
)
|
|
(109.8
|
)
|
|||
Earnings from continuing operations before income taxes
|
$
|
527.6
|
|
|
$
|
648.4
|
|
|
$
|
168.6
|
|
Capital and Software Expenditures
|
|
|
|
|
|
||||||
CDIY
|
$
|
199.0
|
|
|
$
|
160.7
|
|
|
$
|
97.4
|
|
Security
|
65.3
|
|
|
49.3
|
|
|
27.8
|
|
|||
Industrial
|
109.9
|
|
|
73.4
|
|
|
46.2
|
|
|||
Discontinued operations
|
11.8
|
|
|
18.7
|
|
|
14.1
|
|
|||
Consolidated
|
$
|
386.0
|
|
|
$
|
302.1
|
|
|
$
|
185.5
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
CDIY
|
$
|
139.7
|
|
|
$
|
132.2
|
|
|
$
|
114.4
|
|
Security
|
150.2
|
|
|
130.9
|
|
|
116.2
|
|
|||
Industrial
|
116.7
|
|
|
106.3
|
|
|
75.2
|
|
|||
Discontinued operations
|
38.7
|
|
|
40.7
|
|
|
42.9
|
|
|||
Consolidated
|
$
|
445.3
|
|
|
$
|
410.1
|
|
|
$
|
348.7
|
|
Segment Assets
|
|
|
|
|
|
||||||
CDIY
|
$
|
7,439.7
|
|
|
$
|
7,474.4
|
|
|
$
|
7,392.6
|
|
Security
|
4,728.9
|
|
|
4,152.1
|
|
|
2,327.2
|
|
|||
Industrial
|
3,456.9
|
|
|
3,282.9
|
|
|
3,128.5
|
|
|||
|
15,625.5
|
|
|
14,909.4
|
|
|
12,848.3
|
|
|||
Discontinued operations
|
133.4
|
|
|
1,050.2
|
|
|
1,201.4
|
|
|||
Corporate assets
|
85.1
|
|
|
(10.6
|
)
|
|
1,089.7
|
|
|||
Consolidated
|
$
|
15,844.0
|
|
|
$
|
15,949.0
|
|
|
$
|
15,139.4
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Net Sales
|
|
|
|
|
|
||||||
United States
|
$
|
4,873.2
|
|
|
$
|
4,517.2
|
|
|
$
|
3,965.6
|
|
Canada
|
579.3
|
|
|
548.9
|
|
|
461.0
|
|
|||
Other Americas
|
805.3
|
|
|
753.6
|
|
|
354.8
|
|
|||
France
|
703.3
|
|
|
706.6
|
|
|
671.6
|
|
|||
Other Europe
|
2,444.7
|
|
|
2,208.2
|
|
|
1,325.7
|
|
|||
Asia
|
784.7
|
|
|
701.0
|
|
|
718.2
|
|
|||
Consolidated
|
$
|
10,190.5
|
|
|
$
|
9,435.5
|
|
|
$
|
7,496.9
|
|
Property, Plant & Equipment
|
|
|
|
|
|
||||||
United States
|
$
|
572.9
|
|
|
$
|
503.6
|
|
|
$
|
433.2
|
|
Canada
|
19.3
|
|
|
19.9
|
|
|
16.6
|
|
|||
Other Americas
|
88.5
|
|
|
94.8
|
|
|
183.8
|
|
|||
France
|
71.1
|
|
|
60.1
|
|
|
56.7
|
|
|||
Other Europe
|
329.5
|
|
|
264.2
|
|
|
182.7
|
|
|||
Asia
|
252.4
|
|
|
200.0
|
|
|
188.4
|
|
|||
Consolidated
|
$
|
1,333.7
|
|
|
$
|
1,142.6
|
|
|
$
|
1,061.4
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
$
|
53.2
|
|
|
$
|
57.3
|
|
Amortization of intangibles
|
915.8
|
|
|
933.6
|
|
||
Liability on undistributed foreign earnings
|
436.9
|
|
|
421.8
|
|
||
Discharge of indebtedness
|
15.5
|
|
|
26.1
|
|
||
Inventories
|
22.2
|
|
|
24.2
|
|
||
Deferred revenue
|
12.4
|
|
|
20.6
|
|
||
Other
|
67.6
|
|
|
54.8
|
|
||
Total deferred tax liabilities
|
$
|
1,523.6
|
|
|
$
|
1,538.4
|
|
Deferred tax assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
413.0
|
|
|
$
|
408.4
|
|
Doubtful accounts
|
7.0
|
|
|
16.0
|
|
||
Accruals
|
109.5
|
|
|
133.7
|
|
||
Restructuring charges
|
32.9
|
|
|
4.4
|
|
||
Debt amortization
|
31.3
|
|
|
24.7
|
|
||
Operating loss, capital loss and tax credit carry forwards
|
635.0
|
|
|
353.2
|
|
||
Currency and derivatives
|
49.1
|
|
|
43.2
|
|
||
Other
|
89.7
|
|
|
120.9
|
|
||
Total deferred tax assets
|
$
|
1,367.5
|
|
|
$
|
1,104.5
|
|
Net Deferred Tax Liabilities before Valuation Allowance
|
$
|
156.1
|
|
|
$
|
433.9
|
|
Valuation allowance
|
$
|
552.6
|
|
|
$
|
300.4
|
|
Net Deferred Tax Liabilities after Valuation Allowance
|
$
|
708.7
|
|
|
$
|
734.3
|
|
|
2012
|
|
2011
|
||||||||||||
|
Deferred
Tax Asset
|
|
Deferred
Tax Liability
|
|
Deferred
Tax Asset
|
|
Deferred
Tax Liability
|
||||||||
Current
|
$
|
(142.1
|
)
|
|
$
|
36.3
|
|
|
$
|
(102.0
|
)
|
|
$
|
56.0
|
|
Non-current
|
(132.4
|
)
|
|
946.9
|
|
|
(70.7
|
)
|
|
851.0
|
|
||||
Total
|
$
|
(274.5
|
)
|
|
$
|
983.2
|
|
|
$
|
(172.7
|
)
|
|
$
|
907.0
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
11.6
|
|
|
$
|
(149.8
|
)
|
|
$
|
(90.9
|
)
|
Foreign
|
107.5
|
|
|
200.1
|
|
|
91.0
|
|
|||
State
|
8.8
|
|
|
9.3
|
|
|
5.4
|
|
|||
Total current
|
$
|
127.9
|
|
|
$
|
59.6
|
|
|
$
|
5.5
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
15.8
|
|
|
$
|
27.8
|
|
|
$
|
44.3
|
|
Foreign
|
(57.7
|
)
|
|
(31.0
|
)
|
|
(28.4
|
)
|
|||
State
|
(7.1
|
)
|
|
(6.3
|
)
|
|
(3.4
|
)
|
|||
Total deferred
|
(49.0
|
)
|
|
(9.5
|
)
|
|
12.5
|
|
|||
Income taxes on continuing operations
|
$
|
78.9
|
|
|
$
|
50.1
|
|
|
$
|
18.0
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Tax at statutory rate
|
$
|
184.5
|
|
|
$
|
226.9
|
|
|
$
|
56.4
|
|
State income taxes, net of federal benefits
|
1.5
|
|
|
(2.2
|
)
|
|
1.6
|
|
|||
Difference between foreign and federal income tax
|
(110.2
|
)
|
|
(91.2
|
)
|
|
(64.4
|
)
|
|||
Tax accrual reserve
|
48.4
|
|
|
19.4
|
|
|
7.3
|
|
|||
Audit settlements
|
(49.0
|
)
|
|
(73.4
|
)
|
|
(36.0
|
)
|
|||
NOL & Valuation Allowance related items
|
3.2
|
|
|
(1.8
|
)
|
|
12.4
|
|
|||
Foreign dividends and related items
|
15.0
|
|
|
(10.9
|
)
|
|
7.8
|
|
|||
Merger related costs
|
(6.9
|
)
|
|
6.4
|
|
|
50.1
|
|
|||
Change in deferred tax liabilities on undistributed foreign earnings
|
(17.2
|
)
|
|
(26.2
|
)
|
|
(10.6
|
)
|
|||
Statutory income tax rate change
|
(5.2
|
)
|
|
(1.3
|
)
|
|
1.5
|
|
|||
Other-net
|
14.8
|
|
|
4.4
|
|
|
(8.1
|
)
|
|||
Income taxes on continuing operations
|
$
|
78.9
|
|
|
$
|
50.1
|
|
|
$
|
18.0
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
271.6
|
|
|
$
|
171.9
|
|
|
$
|
(201.3
|
)
|
Foreign
|
256.0
|
|
|
476.5
|
|
|
369.9
|
|
|||
Earnings from continuing operations before income taxes
|
$
|
527.6
|
|
|
$
|
648.4
|
|
|
$
|
168.6
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of year
|
$
|
214.2
|
|
|
$
|
273.1
|
|
|
$
|
30.3
|
|
Adjustment for 2010 Merger and acquisitions
|
—
|
|
|
—
|
|
|
317.6
|
|
|||
Additions based on tax positions related to current year
|
21.5
|
|
|
46.3
|
|
|
18.4
|
|
|||
Additions based on tax positions related to prior years
|
46.5
|
|
|
26.7
|
|
|
0.7
|
|
|||
Reductions based on tax positions related to prior years
|
(69.6
|
)
|
|
(96.6
|
)
|
|
(36.3
|
)
|
|||
Settlements
|
(1.0
|
)
|
|
(22.4
|
)
|
|
(41.0
|
)
|
|||
Statute of limitations expirations
|
(4.4
|
)
|
|
(12.9
|
)
|
|
(16.6
|
)
|
|||
Balance at end of year
|
$
|
207.2
|
|
|
$
|
214.2
|
|
|
$
|
273.1
|
|
(Millions of Dollars)
|
Total
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
||||||||||||||
Operating lease obligations
|
$
|
393.9
|
|
|
$
|
112.4
|
|
|
$
|
78.9
|
|
|
$
|
55.8
|
|
|
$
|
41.4
|
|
|
$
|
30.6
|
|
|
$
|
74.8
|
|
Marketing commitments
|
50.0
|
|
|
27.0
|
|
|
8.0
|
|
|
6.0
|
|
|
4.0
|
|
|
—
|
|
|
5.0
|
|
|||||||
Total
|
$
|
443.9
|
|
|
$
|
139.4
|
|
|
$
|
86.9
|
|
|
$
|
61.8
|
|
|
$
|
45.4
|
|
|
$
|
30.6
|
|
|
$
|
79.8
|
|
(Millions of Dollars)
|
Term
|
|
Maximum
Potential
Payment
|
|
Carrying
Amount of
Liability
|
||||
Guarantees on the residual values of leased properties
|
One to four years
|
|
$
|
26.6
|
|
|
$
|
—
|
|
Standby letters of credit
|
Up to three years
|
|
71.5
|
|
|
—
|
|
||
Commercial customer financing arrangements
|
Up to six years
|
|
17.2
|
|
|
13.0
|
|
||
Total
|
|
|
$
|
115.3
|
|
|
$
|
13.0
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Balance beginning of period
|
$
|
124.9
|
|
|
$
|
114.9
|
|
|
$
|
66.9
|
|
Warranties and guarantees issued
|
86.3
|
|
|
88.4
|
|
|
85.7
|
|
|||
Liability assumed from Merger and acquisitions
|
0.2
|
|
|
10.5
|
|
|
52.7
|
|
|||
Warranty payments and currency
|
(87.4
|
)
|
|
(88.9
|
)
|
|
(90.4
|
)
|
|||
Balance end of period
|
$
|
124.0
|
|
|
$
|
124.9
|
|
|
$
|
114.9
|
|
(Millions of Dollars)
|
2012
|
|
2011
|
|
2010
|
||||||
Net Sales
|
$
|
930.6
|
|
|
$
|
1,001.9
|
|
|
$
|
913.0
|
|
Earnings from discontinued operations before income taxes (including pretax gain on HHI sale of $384.7 million in 2012)
|
$
|
503.5
|
|
|
$
|
114.9
|
|
|
$
|
68.4
|
|
Income taxes on discontinued operations (including income taxes for gain on HHI sale of $25.8 million in 2012)
|
69.2
|
|
|
38.7
|
|
|
20.8
|
|
|||
Net earnings from discontinued operations
|
$
|
434.3
|
|
|
$
|
76.2
|
|
|
$
|
47.6
|
|
(Millions of Dollars)
|
|
2011
|
|
Accounts and notes receivable, net
|
|
108.2
|
|
Inventories, net
|
|
167.7
|
|
Property, Plant and Equipment, net
|
|
108.3
|
|
Goodwill and other intangibles, net
|
|
655.0
|
|
Other Assets
|
|
11.0
|
|
Total assets
|
|
1,050.2
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
152.5
|
|
Other liabilities
|
|
61.4
|
|
Total liabilities
|
|
213.9
|
|
|
Parent
Stanley Black
& Decker, Inc.
|
|
The Black &
Decker
Corporation
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET SALES
|
$
|
1,396.2
|
|
|
$
|
—
|
|
|
$
|
9,163.2
|
|
|
$
|
(368.9
|
)
|
|
$
|
10,190.5
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
972.5
|
|
|
—
|
|
|
5,812.3
|
|
|
(298.9
|
)
|
|
6,485.9
|
|
|||||
Selling, general and administrative
|
696.7
|
|
|
19.6
|
|
|
1,874.1
|
|
|
(70.0
|
)
|
|
2,520.4
|
|
|||||
Other-net
|
(50.5
|
)
|
|
(100.2
|
)
|
|
452.6
|
|
|
—
|
|
|
301.9
|
|
|||||
Restructuring charges and asset impairments
|
3.4
|
|
|
—
|
|
|
171.7
|
|
|
—
|
|
|
175.1
|
|
|||||
Loss on debt extinguishment
|
9.2
|
|
|
36.3
|
|
|
—
|
|
|
—
|
|
|
45.5
|
|
|||||
Interest expense, net
|
93.1
|
|
|
38.7
|
|
|
2.3
|
|
|
—
|
|
|
134.1
|
|
|||||
|
1,724.4
|
|
|
(5.6
|
)
|
|
8,313.0
|
|
|
(368.9
|
)
|
|
9,662.9
|
|
|||||
(Loss) earnings from continuing operations before income taxes (benefit) and equity in earnings of subsidiaries
|
(328.2
|
)
|
|
5.6
|
|
|
850.2
|
|
|
—
|
|
|
527.6
|
|
|||||
Income taxes (benefit) on continuing operations before equity in earnings of subsidiaries
|
(105.9
|
)
|
|
2.8
|
|
|
182.0
|
|
|
—
|
|
|
78.9
|
|
|||||
Equity in earnings of subsidiaries
|
671.8
|
|
|
567.3
|
|
|
—
|
|
|
(1,239.1
|
)
|
|
—
|
|
|||||
Earnings from continuing operations
|
449.5
|
|
|
570.1
|
|
|
668.2
|
|
|
(1,239.1
|
)
|
|
448.7
|
|
|||||
Less: Net (loss) attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Net earnings from continuing operations attributable to common shareowners
|
449.5
|
|
|
570.1
|
|
|
669.0
|
|
|
(1,239.1
|
)
|
|
449.5
|
|
|||||
Net earnings from discontinued operations
|
434.3
|
|
|
458.7
|
|
|
460.4
|
|
|
(919.1
|
)
|
|
434.3
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO COMMON SHAREOWNERS
|
$
|
883.8
|
|
|
$
|
1,028.8
|
|
|
$
|
1,129.4
|
|
|
$
|
(2,158.2
|
)
|
|
$
|
883.8
|
|
Total Comprehensive Income Attributable to Common Shareowners
|
$
|
845.0
|
|
|
$
|
570.0
|
|
|
$
|
1,163.7
|
|
|
$
|
(1,733.7
|
)
|
|
$
|
845.0
|
|
|
Parent
Stanley Black
& Decker, Inc.
|
|
The Black &
Decker
Corporation
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET SALES
|
$
|
1,380.2
|
|
|
$
|
—
|
|
|
$
|
8,420.2
|
|
|
$
|
(364.9
|
)
|
|
$
|
9,435.5
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
942.3
|
|
|
—
|
|
|
5,318.5
|
|
|
(293.5
|
)
|
|
5,967.3
|
|
|||||
Selling, general and administrative
|
647.3
|
|
|
3.0
|
|
|
1,802.0
|
|
|
(71.4
|
)
|
|
2,380.9
|
|
|||||
Other-net
|
(10.4
|
)
|
|
(87.7
|
)
|
|
353.8
|
|
|
—
|
|
|
255.7
|
|
|||||
Restructuring charges and asset impairments
|
7.0
|
|
|
—
|
|
|
62.3
|
|
|
—
|
|
|
69.3
|
|
|||||
Interest expense, net
|
76.0
|
|
|
49.8
|
|
|
(11.9
|
)
|
|
—
|
|
|
113.9
|
|
|||||
|
1,662.2
|
|
|
(34.9
|
)
|
|
7,524.7
|
|
|
(364.9
|
)
|
|
8,787.1
|
|
|||||
(Loss) earnings from continuing operations before income taxes (benefit) and equity in earnings of subsidiaries
|
(282.0
|
)
|
|
34.9
|
|
|
895.5
|
|
|
—
|
|
|
648.4
|
|
|||||
Income taxes (benefit) on continuing operations before equity in earnings of subsidiaries
|
(90.9
|
)
|
|
13.4
|
|
|
127.6
|
|
|
—
|
|
|
50.1
|
|
|||||
Equity in earnings of subsidiaries
|
789.5
|
|
|
525.0
|
|
|
—
|
|
|
(1,314.5
|
)
|
|
—
|
|
|||||
Earnings from continuing operations
|
598.4
|
|
|
546.5
|
|
|
767.9
|
|
|
(1,314.5
|
)
|
|
598.3
|
|
|||||
Less: Net (loss) attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net earnings from continuing operations attributable to common shareowners
|
598.4
|
|
|
546.5
|
|
|
768.0
|
|
|
(1,314.5
|
)
|
|
598.4
|
|
|||||
Net earnings from discontinued operations
|
76.2
|
|
|
43.3
|
|
|
76.2
|
|
|
(119.5
|
)
|
|
76.2
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO COMMON SHAREOWNERS
|
$
|
674.6
|
|
|
$
|
589.8
|
|
|
$
|
844.2
|
|
|
$
|
(1,434.0
|
)
|
|
$
|
674.6
|
|
Total Comprehensive Income Attributable to Common Shareowners
|
$
|
441.7
|
|
|
$
|
521.7
|
|
|
$
|
620.2
|
|
|
$
|
(1,141.9
|
)
|
|
$
|
441.7
|
|
|
Parent
Stanley Black
& Decker, Inc.
|
|
The Black &
Decker
Corporation
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET SALES
|
$
|
1,565.4
|
|
|
$
|
—
|
|
|
$
|
6,328.0
|
|
|
$
|
(396.5
|
)
|
|
$
|
7,496.9
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
1,043.1
|
|
|
—
|
|
|
4,086.1
|
|
|
(322.6
|
)
|
|
4,806.6
|
|
|||||
Selling, general and administrative
|
560.9
|
|
|
96.3
|
|
|
1,420.7
|
|
|
(73.9
|
)
|
|
2,004.0
|
|
|||||
Other-net
|
38.4
|
|
|
(207.7
|
)
|
|
354.2
|
|
|
—
|
|
|
184.9
|
|
|||||
Restructuring charges and asset impairments
|
25.4
|
|
|
91.3
|
|
|
115.0
|
|
|
—
|
|
|
231.7
|
|
|||||
Interest expense, net
|
56.0
|
|
|
89.5
|
|
|
(44.4
|
)
|
|
—
|
|
|
101.1
|
|
|||||
|
1,723.8
|
|
|
69.4
|
|
|
5,931.6
|
|
|
(396.5
|
)
|
|
7,328.3
|
|
|||||
(Loss) earnings from continuing operations before income taxes (benefit) and equity in earnings of subsidiaries
|
(158.4
|
)
|
|
(69.4
|
)
|
|
396.4
|
|
|
—
|
|
|
168.6
|
|
|||||
Income taxes (benefit) on continuing operations before equity in earnings of subsidiaries
|
(35.6
|
)
|
|
(29.2
|
)
|
|
82.8
|
|
|
—
|
|
|
18.0
|
|
|||||
Equity in earnings of subsidiaries
|
273.4
|
|
|
138.7
|
|
|
—
|
|
|
(412.1
|
)
|
|
—
|
|
|||||
Earnings from continuing operations
|
150.6
|
|
|
98.5
|
|
|
313.6
|
|
|
(412.1
|
)
|
|
150.6
|
|
|||||
Less: Net earnings attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net earnings from continuing operations attributable to common shareowners
|
150.6
|
|
|
98.5
|
|
|
313.6
|
|
|
(412.1
|
)
|
|
150.6
|
|
|||||
Net earnings from discontinued operations
|
47.6
|
|
|
24.0
|
|
|
47.6
|
|
|
(71.6
|
)
|
|
47.6
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO COMMON SHAREOWNERS
|
$
|
198.2
|
|
|
$
|
122.5
|
|
|
$
|
361.2
|
|
|
$
|
(483.7
|
)
|
|
$
|
198.2
|
|
Total Comprehensive Income Attributable to Common Shareowners
|
$
|
158.4
|
|
|
$
|
(51.8
|
)
|
|
$
|
470.4
|
|
|
$
|
(418.6
|
)
|
|
$
|
158.4
|
|
|
Parent
Stanley Black &
Decker, Inc.
|
|
The Black &
Decker
Corporation
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
83.5
|
|
|
$
|
1.5
|
|
|
$
|
631.0
|
|
|
$
|
—
|
|
|
$
|
716.0
|
|
Accounts and notes receivable, net
|
111.5
|
|
|
0.7
|
|
|
1,426.0
|
|
|
—
|
|
|
1,538.2
|
|
|||||
Inventories, net
|
139.9
|
|
|
—
|
|
|
1,176.7
|
|
|
—
|
|
|
1,316.6
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
133.4
|
|
|
—
|
|
|
133.4
|
|
|||||
Other current assets
|
46.8
|
|
|
—
|
|
|
347.3
|
|
|
—
|
|
|
394.1
|
|
|||||
Total Current Assets
|
381.7
|
|
|
2.2
|
|
|
3,714.4
|
|
|
—
|
|
|
4,098.3
|
|
|||||
Property, plant and equipment, net
|
217.4
|
|
|
—
|
|
|
1,116.3
|
|
|
—
|
|
|
1,333.7
|
|
|||||
Goodwill and intangible assets, net
|
148.2
|
|
|
1,415.1
|
|
|
8,392.4
|
|
|
—
|
|
|
9,955.7
|
|
|||||
Investment in subsidiaries
|
10,530.1
|
|
|
2,861.9
|
|
|
—
|
|
|
(13,392.0
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
—
|
|
|
7,763.2
|
|
|
8,916.7
|
|
|
(16,679.9
|
)
|
|
—
|
|
|||||
Other assets
|
57.8
|
|
|
70.1
|
|
|
328.4
|
|
|
—
|
|
|
456.3
|
|
|||||
Total Assets
|
$
|
11,335.2
|
|
|
$
|
12,112.5
|
|
|
$
|
22,468.2
|
|
|
$
|
(30,071.9
|
)
|
|
$
|
15,844.0
|
|
LIABILITIES AND SHAREOWNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Current maturities of long-term debt
|
5.3
|
|
|
2.8
|
|
|
2.3
|
|
|
—
|
|
|
10.4
|
|
|||||
Accounts payable and accrued expenses
|
288.6
|
|
|
37.7
|
|
|
2,705.3
|
|
|
—
|
|
|
3,031.6
|
|
|||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
30.3
|
|
|
—
|
|
|
30.3
|
|
|||||
Total Current Liabilities
|
293.9
|
|
|
40.5
|
|
|
2,739.0
|
|
|
—
|
|
|
3,073.4
|
|
|||||
Long-term debt
|
3,028.0
|
|
|
324.0
|
|
|
174.5
|
|
|
—
|
|
|
3,526.5
|
|
|||||
Other liabilities
|
(54.5
|
)
|
|
619.8
|
|
|
1,951.7
|
|
|
—
|
|
|
2,517.0
|
|
|||||
Intercompany payables
|
1,400.7
|
|
|
9,291.8
|
|
|
5,987.4
|
|
|
(16,679.9
|
)
|
|
—
|
|
|||||
Accumulated other comprehensive loss
|
(388.0
|
)
|
|
(701.2
|
)
|
|
(133.8
|
)
|
|
835.0
|
|
|
(388.0
|
)
|
|||||
Other shareowners’ equity
|
7,055.1
|
|
|
2,537.6
|
|
|
11,689.4
|
|
|
(14,227.0
|
)
|
|
7,055.1
|
|
|||||
Non-controlling interests
|
—
|
|
|
—
|
|
|
60.0
|
|
|
—
|
|
|
60.0
|
|
|||||
Total Shareowners' Equity
|
6,667.1
|
|
|
1,836.4
|
|
|
11,615.6
|
|
|
(13,392.0
|
)
|
|
6,727.1
|
|
|||||
Total Liabilities and Shareowners’ Equity
|
$
|
11,335.2
|
|
|
$
|
12,112.5
|
|
|
$
|
22,468.2
|
|
|
$
|
(30,071.9
|
)
|
|
$
|
15,844.0
|
|
|
Parent
Stanley Black &
Decker, Inc.
|
|
The Black &
Decker
Corporation
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
56.2
|
|
|
$
|
1.4
|
|
|
$
|
849.3
|
|
|
$
|
—
|
|
|
$
|
906.9
|
|
Accounts and notes receivable, net
|
97.8
|
|
|
—
|
|
|
1,347.2
|
|
|
—
|
|
|
1,445.0
|
|
|||||
Inventories, net
|
117.2
|
|
|
—
|
|
|
1,153.7
|
|
|
—
|
|
|
1,270.9
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
1,050.2
|
|
|
—
|
|
|
1,050.2
|
|
|||||
Other current assets
|
90.7
|
|
|
10.4
|
|
|
315.4
|
|
|
—
|
|
|
416.5
|
|
|||||
Total Current Assets
|
361.9
|
|
|
11.8
|
|
|
4,715.8
|
|
|
—
|
|
|
5,089.5
|
|
|||||
Property, plant and equipment, net
|
193.1
|
|
|
—
|
|
|
949.5
|
|
|
—
|
|
|
1,142.6
|
|
|||||
Goodwill and intangible assets, net
|
181.9
|
|
|
1,623.5
|
|
|
7,576.7
|
|
|
—
|
|
|
9,382.1
|
|
|||||
Investment in subsidiaries
|
10,196.8
|
|
|
3,978.4
|
|
|
—
|
|
|
(14,175.2
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
—
|
|
|
9,210.6
|
|
|
8,700.4
|
|
|
(17,911.0
|
)
|
|
—
|
|
|||||
Other assets
|
35.8
|
|
|
55.2
|
|
|
243.8
|
|
|
—
|
|
|
334.8
|
|
|||||
Total Assets
|
$
|
10,969.5
|
|
|
$
|
14,879.5
|
|
|
$
|
22,186.2
|
|
|
$
|
(32,086.2
|
)
|
|
$
|
15,949.0
|
|
LIABILITIES AND SHAREOWNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Current maturities of long-term debt
|
523.8
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
526.4
|
|
|||||
Accounts payable and accrued expenses
|
382.3
|
|
|
(0.8
|
)
|
|
2,207.9
|
|
|
—
|
|
|
2,589.4
|
|
|||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
213.9
|
|
|
|
|
|
213.9
|
|
|||||
Total Current Liabilities
|
906.1
|
|
|
(0.8
|
)
|
|
2,424.6
|
|
|
—
|
|
|
3,329.9
|
|
|||||
Long-term debt
|
1,722.2
|
|
|
1,031.9
|
|
|
171.7
|
|
|
—
|
|
|
2,925.8
|
|
|||||
Other liabilities
|
(32.3
|
)
|
|
167.2
|
|
|
2,491.6
|
|
|
—
|
|
|
2,626.5
|
|
|||||
Intercompany payables
|
1,369.9
|
|
|
8,502.6
|
|
|
8,038.5
|
|
|
(17,911.0
|
)
|
|
—
|
|
|||||
Accumulated other comprehensive loss
|
(349.2
|
)
|
|
(242.4
|
)
|
|
(168.1
|
)
|
|
410.5
|
|
|
(349.2
|
)
|
|||||
Other shareowners’ equity
|
7,352.8
|
|
|
5,421.0
|
|
|
9,164.7
|
|
|
(14,585.7
|
)
|
|
7,352.8
|
|
|||||
Non-controlling interests
|
—
|
|
|
—
|
|
|
63.2
|
|
|
—
|
|
|
63.2
|
|
|||||
Total Shareowners' Equity
|
7,003.6
|
|
|
5,178.6
|
|
|
9,059.8
|
|
|
(14,175.2
|
)
|
|
7,066.8
|
|
|||||
Total Liabilities and Shareowners’ Equity
|
$
|
10,969.5
|
|
|
$
|
14,879.5
|
|
|
$
|
22,186.2
|
|
|
$
|
(32,086.2
|
)
|
|
$
|
15,949.0
|
|
|
Parent
Stanley Black
& Decker, Inc.
|
|
The Black &
Decker
Corporation
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash (used in) provided by operating activities
|
$
|
(791.8
|
)
|
|
$
|
(67.9
|
)
|
|
$
|
1,825.9
|
|
|
$
|
—
|
|
|
$
|
966.2
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(63.0
|
)
|
|
—
|
|
|
(323.0
|
)
|
|
—
|
|
|
(386.0
|
)
|
|||||
Proceeds from sales of assets
|
0.9
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
9.6
|
|
|||||
Business acquisitions, net of cash acquired
|
(453.8
|
)
|
|
(2.5
|
)
|
|
(251.0
|
)
|
|
—
|
|
|
(707.3
|
)
|
|||||
Proceeds from sales of businesses, net of cash sold
|
146.0
|
|
|
10.0
|
|
|
1,104.6
|
|
|
—
|
|
|
1,260.6
|
|
|||||
Intercompany payables and receivables
|
1,797.1
|
|
|
1,686.8
|
|
|
—
|
|
|
(3,483.9
|
)
|
|
—
|
|
|||||
Other investing activities
|
3.8
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|||||
Cash (used in) provided by investing activities
|
1,431.0
|
|
|
1,696.3
|
|
|
539.3
|
|
|
(3,483.9
|
)
|
|
182.7
|
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
(771.3
|
)
|
|
(650.0
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(1,422.3
|
)
|
|||||
Proceeds from debt issuance
|
1,523.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,523.5
|
|
|||||
Net repayments on short-term borrowings
|
—
|
|
|
—
|
|
|
(19.0
|
)
|
|
—
|
|
|
(19.0
|
)
|
|||||
Stock purchase contract fees
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|||||
Purchase of common stock for treasury
|
(1,073.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,073.9
|
)
|
|||||
Net premium paid for equity option
|
(29.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.5
|
)
|
|||||
Premium paid on debt extinguishment
|
(14.9
|
)
|
|
(76.1
|
)
|
|
—
|
|
|
—
|
|
|
(91.0
|
)
|
|||||
Termination of interest rate swaps
|
37.6
|
|
|
20.6
|
|
|
—
|
|
|
—
|
|
|
58.2
|
|
|||||
Termination of forward starting interest rate swaps
|
(102.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102.6
|
)
|
|||||
Proceeds from issuances of common stock
|
126.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126.4
|
|
|||||
Cash dividends on common stock
|
(304.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(304.0
|
)
|
|||||
Intercompany payables and receivables
|
—
|
|
|
(922.8
|
)
|
|
(2,561.1
|
)
|
|
3,483.9
|
|
|
—
|
|
|||||
Cash (used in) provided by financing activities
|
(611.9
|
)
|
|
(1,628.3
|
)
|
|
(2,581.1
|
)
|
|
3,483.9
|
|
|
(1,337.4
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
27.3
|
|
|
0.1
|
|
|
(218.3
|
)
|
|
—
|
|
|
(190.9
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
$
|
56.2
|
|
|
$
|
1.4
|
|
|
$
|
849.3
|
|
|
$
|
—
|
|
|
$
|
906.9
|
|
Cash and cash equivalents, end of year
|
$
|
83.5
|
|
|
$
|
1.5
|
|
|
$
|
631.0
|
|
|
$
|
—
|
|
|
$
|
716.0
|
|
|
Parent
Stanley Black
& Decker, Inc.
|
|
The Black &
Decker
Corporation
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash (used in) provided by operating activities
|
$
|
(431.7
|
)
|
|
$
|
(92.6
|
)
|
|
$
|
1,523.2
|
|
|
$
|
—
|
|
|
$
|
998.9
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(61.9
|
)
|
|
—
|
|
|
(240.2
|
)
|
|
—
|
|
|
(302.1
|
)
|
|||||
Proceeds from sales of assets
|
—
|
|
|
—
|
|
|
29.4
|
|
|
—
|
|
|
29.4
|
|
|||||
Business acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(1,179.6
|
)
|
|
—
|
|
|
(1,179.6
|
)
|
|||||
Proceeds from sales of businesses, net of cash sold
|
—
|
|
|
—
|
|
|
27.1
|
|
|
—
|
|
|
27.1
|
|
|||||
Intercompany payables and receivables
|
342.8
|
|
|
1,563.6
|
|
|
—
|
|
|
(1,906.4
|
)
|
|
—
|
|
|||||
Other investing activities
|
(17.9
|
)
|
|
(18.1
|
)
|
|
(3.1
|
)
|
|
—
|
|
|
(39.1
|
)
|
|||||
Cash (used in) provided by investing activities
|
263.0
|
|
|
1,545.5
|
|
|
(1,366.4
|
)
|
|
(1,906.4
|
)
|
|
(1,464.3
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
—
|
|
|
(400.0
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
(403.2
|
)
|
|||||
Proceeds from debt issuance
|
420.1
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
421.0
|
|
|||||
Net repayments on short-term borrowings
|
—
|
|
|
—
|
|
|
(199.4
|
)
|
|
—
|
|
|
(199.4
|
)
|
|||||
Stock purchase contract fees
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|||||
Purchase of common stock from treasury
|
(11.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.1
|
)
|
|||||
Net premium paid for equity option
|
(19.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.6
|
)
|
|||||
Proceeds from issuance of common stock
|
119.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119.6
|
|
|||||
Cash dividends on common stock
|
(275.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(275.9
|
)
|
|||||
Intercompany payables and receivables
|
—
|
|
|
(1,055.0
|
)
|
|
(851.4
|
)
|
|
1,906.4
|
|
|
—
|
|
|||||
Cash (used in) provided by financing activities
|
229.9
|
|
|
(1,455.0
|
)
|
|
(1,053.1
|
)
|
|
1,906.4
|
|
|
(371.8
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
61.2
|
|
|
(2.1
|
)
|
|
(895.0
|
)
|
|
—
|
|
|
(835.9
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
(5.0
|
)
|
|
3.5
|
|
|
1,744.3
|
|
|
—
|
|
|
1,742.8
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
56.2
|
|
|
$
|
1.4
|
|
|
$
|
849.3
|
|
|
$
|
—
|
|
|
$
|
906.9
|
|
|
Parent
Stanley Black &
Decker, Inc.
|
|
The Black
& Decker
Corporation
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash (used in) provided by operating activities
|
$
|
(520.5
|
)
|
|
$
|
55.4
|
|
|
$
|
1,204.4
|
|
|
$
|
—
|
|
|
$
|
739.3
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
(38.1
|
)
|
|
(2.6
|
)
|
|
(144.8
|
)
|
|
—
|
|
|
(185.5
|
)
|
|||||
Proceeds from sales of assets
|
5.7
|
|
|
0.9
|
|
|
4.4
|
|
|
—
|
|
|
11.0
|
|
|||||
Business acquisitions, net of cash acquired
|
(457.1
|
)
|
|
(15.1
|
)
|
|
(78.1
|
)
|
|
—
|
|
|
(550.3
|
)
|
|||||
Cash acquired from Black & Decker
|
—
|
|
|
1.8
|
|
|
947.6
|
|
|
—
|
|
|
949.4
|
|
|||||
Intercompany payables and receivables
|
498.0
|
|
|
453.5
|
|
|
—
|
|
|
(951.5
|
)
|
|
—
|
|
|||||
Other investing activities
|
(1.5
|
)
|
|
46.5
|
|
|
—
|
|
|
—
|
|
|
45.0
|
|
|||||
Cash (used in) provided by investing activities
|
7.0
|
|
|
485.0
|
|
|
729.1
|
|
|
(951.5
|
)
|
|
269.6
|
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
(512.7
|
)
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
(515.8
|
)
|
|||||
Proceeds from debt issuance
|
1,009.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,009.8
|
|
|||||
Net repayments on short-term borrowings
|
(88.7
|
)
|
|
(175.0
|
)
|
|
0.1
|
|
|
—
|
|
|
(263.6
|
)
|
|||||
Stock purchase contract fees
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|||||
Purchase of common stock from treasury
|
(4.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|||||
Net premium paid for equity option
|
(50.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.3
|
)
|
|||||
Termination of forward starting interest rate swaps
|
(48.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.4
|
)
|
|||||
Proceeds from issuance of common stock
|
396.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
396.1
|
|
|||||
Cash dividends on common stock
|
(193.9
|
)
|
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
|
(201.6
|
)
|
|||||
Intercompany payables and receivables
|
—
|
|
|
(354.2
|
)
|
|
(597.3
|
)
|
|
951.5
|
|
|
—
|
|
|||||
Cash (used in) provided by financing activities
|
499.3
|
|
|
(536.9
|
)
|
|
(600.3
|
)
|
|
951.5
|
|
|
313.6
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
22.2
|
|
|
—
|
|
|
22.2
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
(14.2
|
)
|
|
3.5
|
|
|
1,355.4
|
|
|
—
|
|
|
1,344.7
|
|
|||||
Cash and cash equivalents, beginning of year
|
9.2
|
|
|
—
|
|
|
388.9
|
|
|
—
|
|
|
398.1
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
(5.0
|
)
|
|
$
|
3.5
|
|
|
$
|
1,744.3
|
|
|
$
|
—
|
|
|
$
|
1,742.8
|
|
|
|
Quarter
|
|
|
||||||||||||||||
(Millions of Dollars, except per share amounts)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,427.1
|
|
|
$
|
2,568.0
|
|
|
$
|
2,526.9
|
|
|
$
|
2,668.5
|
|
|
$
|
10,190.5
|
|
Gross profit
|
|
912.2
|
|
|
930.5
|
|
|
913.7
|
|
|
948.2
|
|
|
3,704.6
|
|
|||||
Selling, general and administrative expenses
|
|
637.8
|
|
|
626.4
|
|
|
614.0
|
|
|
642.2
|
|
|
2,520.4
|
|
|||||
Net earnings from continuing operations
|
|
105.4
|
|
|
126.1
|
|
|
86.7
|
|
|
130.5
|
|
|
448.7
|
|
|||||
Less: (Loss) earnings from non-controlling interest
|
|
(0.7
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
0.4
|
|
|
(0.8
|
)
|
|||||
Net earnings from continuing operations attributable to Stanley Black & Decker, Inc.
|
|
106.1
|
|
|
126.4
|
|
|
86.9
|
|
|
130.1
|
|
|
449.5
|
|
|||||
Net earnings from discontinued operations
|
|
15.7
|
|
|
28.4
|
|
|
28.3
|
|
|
362.0
|
|
|
434.3
|
|
|||||
Net earnings attributable to Stanley Black & Decker, Inc.
|
|
$
|
121.8
|
|
|
$
|
154.8
|
|
|
$
|
115.2
|
|
|
$
|
492.1
|
|
|
$
|
883.8
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.64
|
|
|
$
|
0.77
|
|
|
$
|
0.53
|
|
|
$
|
0.81
|
|
|
$
|
2.75
|
|
Discontinued operations
|
|
0.10
|
|
|
0.17
|
|
|
0.17
|
|
|
2.24
|
|
|
2.66
|
|
|||||
Total basic earnings per common share
|
|
$
|
0.74
|
|
|
$
|
0.94
|
|
|
$
|
0.71
|
|
|
$
|
3.05
|
|
|
$
|
5.41
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.63
|
|
|
$
|
0.75
|
|
|
$
|
0.52
|
|
|
$
|
0.79
|
|
|
$
|
2.70
|
|
Discontinued operations
|
|
0.09
|
|
|
0.17
|
|
|
0.17
|
|
|
2.20
|
|
|
2.61
|
|
|||||
Total diluted earnings per common share
|
|
$
|
0.72
|
|
|
$
|
0.92
|
|
|
$
|
0.69
|
|
|
$
|
2.99
|
|
|
$
|
5.30
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,142.7
|
|
|
$
|
2,348.2
|
|
|
$
|
2,379.2
|
|
|
$
|
2,565.4
|
|
|
$
|
9,435.5
|
|
Gross profit
|
|
803.9
|
|
|
871.6
|
|
|
882.3
|
|
|
910.4
|
|
|
3,468.2
|
|
|||||
Selling, general and administrative expenses
|
|
554.8
|
|
|
589.7
|
|
|
596.7
|
|
|
639.7
|
|
|
2,380.9
|
|
|||||
Net earnings from continuing operations
|
|
141.9
|
|
|
165.9
|
|
|
137.2
|
|
|
153.3
|
|
|
598.3
|
|
|||||
Less: (Loss) earnings from non-controlling interest
|
|
(0.3
|
)
|
|
—
|
|
|
0.7
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|||||
Net earnings from continuing operations attributable to Stanley Black & Decker, Inc.
|
|
142.2
|
|
|
165.9
|
|
|
136.5
|
|
|
153.8
|
|
|
598.4
|
|
|||||
Net earnings from discontinued operations
|
|
16.5
|
|
|
31.4
|
|
|
18.1
|
|
|
10.2
|
|
|
76.2
|
|
|||||
Net earnings attributable to Stanley Black & Decker, Inc.
|
|
$
|
158.7
|
|
|
$
|
197.3
|
|
|
$
|
154.6
|
|
|
$
|
164.0
|
|
|
$
|
674.6
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.85
|
|
|
$
|
0.99
|
|
|
$
|
0.83
|
|
|
$
|
0.94
|
|
|
$
|
3.60
|
|
Discontinued operations
|
|
0.10
|
|
|
0.19
|
|
|
0.11
|
|
|
0.06
|
|
|
0.46
|
|
|||||
Total basic earnings per common share
|
|
$
|
0.95
|
|
|
$
|
1.17
|
|
|
$
|
0.94
|
|
|
$
|
1.00
|
|
|
$
|
4.06
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.83
|
|
|
$
|
0.96
|
|
|
$
|
0.81
|
|
|
$
|
0.92
|
|
|
$
|
3.52
|
|
Discontinued operations
|
|
0.10
|
|
|
0.18
|
|
|
0.11
|
|
|
0.06
|
|
|
0.45
|
|
|||||
Total diluted earnings per common share
|
|
$
|
0.92
|
|
|
$
|
1.14
|
|
|
$
|
0.92
|
|
|
$
|
0.98
|
|
|
$
|
3.97
|
|
|
|
|
Merger and Acquisition-Related Charge
|
|
Diluted EPS Impact
|
• Q1 2012 — $80 million ($59 million after-tax)
|
|
$0.35 per diluted share
|
• Q2 2012 — $74 million ($62 million after-tax)
|
|
$0.37 per diluted share
|
• Q3 2012 — $157 million ($113 million after-tax)
|
|
$0.68 per diluted share
|
• Q4 2012 — $131 million ($95 million after-tax)
|
|
$0.58 per diluted share
|
|
|
|
Merger and Acquisition-Related Charge
|
|
Diluted EPS Impact
|
• Q1 2011 — $32 million ($25 million after-tax)
|
|
$0.14 per diluted share
|
• Q2 2011 — $48 million ($54 million after-tax)
|
|
$0.31 per diluted share
|
• Q3 2011 — $77 million ($57 million after-tax)
|
|
$0.34 per diluted share
|
• Q4 2011 — $79 million ($50 million after-tax)
|
|
$0.30 per diluted share
|
3.1
|
|
(a)
|
Restated Certificate of Incorporation dated September 15, 1998 (incorporated by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
|
|
|
|
|
|
(b)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated December 21, 2009 (incorporated by reference to Exhibit 3(ii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
|
|
|
|
|
|
|
(c)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated March 12, 2010 (incorporated by reference to Exhibit 3(iii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
|
|
|
|
|
|
|
(d)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated November 5, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
(e)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated April 17, 2012 (incorporated by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2012).
|
|
|
|
|
|
3.2
|
|
(a)
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
|
|
|
|
|
|
(b)
|
Amendment to Amended and Restated Bylaws dated February 15, 2011 (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed on February 16, 2011).
|
|
|
|
|
|
|
(c)
|
Amendment to Amended and Restated Bylaws dated April 17, 2012 (incorporated by reference to Exhibit 3(ii) to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2012).
|
|
|
|
|
|
4.1
|
|
(a)
|
Indenture, dated as of June 26, 1998, by and among Black & Decker Holdings Inc., as Issuer, The Black & Decker Corporation, as Guarantor, and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.9 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
|
|
|
|
|
|
(b)
|
First Supplemental Indenture dated as of March 12, 2010, to the Indenture dated as of June 26, 1998, by and among Black & Decker Holdings, Inc., as issuer, The Black & Decker Corporation, as guarantor and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
|
|
|
|
|
|
4.2
|
|
(a)
|
Indenture, dated as of June 5, 2001, between The Black & Decker Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
|
|
|
|
|
|
(b)
|
First Supplemental Indenture dated as of March 12, 2010, to the Indenture dated as of June 5, 2001, between The Black & Decker Corporation and The Bank of New York Mellon (formerly, The Bank of New York), as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
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4.3
|
|
(a)
|
Senior Indenture, dated as of November 1, 2002 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, defining the rights of holders of 3 1/2% Notes Due November 1, 2007, 4 9/10% Notes due November 1, 2012 and 6.15% Notes due 2013 (incorporated by reference to Exhibit 4(vi) to the Company’s Annual Report on Form 10-K for the year ended December 28, 2002).
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(b)
|
Second Supplemental Indenture dated as of March 12, 2010 to the Indenture dated as of November 1, 2002 between The Stanley Works and The Bank of New York Mellon Trust Company, as successor trustee to JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
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(c)
|
Third Supplemental Indenture dated as of September 3, 2010, to the Indenture dated as of November 1, 2002, among Stanley Black & Decker, Inc., The Black & Decker Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 7, 2010).
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(d)
|
Fourth Supplemental Indenture, dated as of November 22, 2011, among Stanley Black & Decker, Inc., The Black & Decker Corporation, as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.40% Notes due 2021(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 22, 2011).
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(e)
|
Fifth Supplemental Indenture, dated as of November 6, 2012, among Stanley Black & Decker, Inc., The Black & Decker Corporation, as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 2.90% Notes due 2022 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 6, 2012).
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4.4
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|
(a)
|
Indenture, dated as of October 18, 2004, between The Black & Decker Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
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|
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(b)
|
First Supplemental Indenture dated as of March 12, 2010, to the Indenture dated as of October 18, 2004 between The Black & Decker Corporation and The Bank of New York Mellon (formerly, The Bank of New York) as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
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4.5
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(a)
|
Indenture, dated November 22, 2005, between The Stanley Works and HSBC Bank USA, National Association, as indenture trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K dated November 29, 2005).
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(b)
|
First Supplemental Indenture, dated November 22, 2005, between The Stanley Works and HSBC Bank USA, National Association, as indenture trustee (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K dated November 29, 2005).
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(c)
|
Second Supplemental Indenture dated as of November 5, 2010, to the Indenture dated as of November 22, 2005, between Stanley Black & Decker, Inc. and HSBC Bank USA, National Association, as trustee (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on November 9, 2010).
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(d)
|
Third Supplemental Indenture dated July 25, 2012, between the Company and HSBC Bank USA, National Association, as trustee, related to the 5.75% Junior Subordinated Debentures due 2052 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on July 25, 2012).
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(e)
|
Form of 5.75% Junior Subordinated Debentures due 2052 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated July 25, 2012).
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|
4.6
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|
(a)
|
Indenture, dated as of November 16, 2006, between The Black & Decker Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
|
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|
|
|
(b)
|
First Supplemental Indenture, dated as of November 16, 2006, between The Black & Decker Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.6(a) to the Company’s Current Report on Form 8-K filed on March 12, 2010).
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|
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|
|
(c)
|
Second Supplemental Indenture, dated as of April 3, 2009, between The Black & Decker Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.6(b) to the Company’s Current Report on Form 8-K filed on March 12, 2010).
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(d)
|
Third Supplemental Indenture dated as of March 12, 2010, to the Indenture dated as of November 16, 2006 between The Black & Decker Corporation, and The Bank of New York Mellon (formerly, The Bank of New York), as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
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4.7
|
|
(a)
|
Rights Agreement dated as of January 19, 2006, by and between The Stanley Works and Computershare Investor Services L.L.C. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K/A dated February 22, 2006).
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(b)
|
Amendment No. 1 dated as of December 21, 2009 to the Rights Agreement, dated as of January 19, 2006, between The Stanley Works and the Computershare Investor Services L.L.C. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated December 21, 2009).
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4.8
|
|
(a)
|
Purchase Contract and Pledge Agreement dated as of November 5, 2010 among Stanley Black & Decker, Inc., The Bank of New York Mellon Trust Company, National Association, as purchase contract agent, and HSBC Bank USA, National Association, as collateral agent, as custodial agent, and as securities intermediary (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
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|
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|
|
|
(b)
|
Form of 4.75% Series B Perpetual Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
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|
|
|
|
(c)
|
Form of Corporate Unit (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
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|
|
|
(d)
|
Form of Treasury Unit (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
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|
(e)
|
Form of Cash-Settled Unit (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
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|
|
|
(f)
|
Form of Unpledged Note (incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
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|
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|
|
(g)
|
Form of Pledged Note (incorporated by reference to Exhibit 4.9 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
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|
10.1
|
|
|
Four Year Credit Agreement, dated as of March 11, 2011, by and among Stanley Black & Decker, Inc., The Black & Decker Corporation, as Subsidiary Guarantor, the lenders named therein, Citibank, N.A., as Administrative Agent, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as Lead Arrangers and Book Runners, and Bank of America, N.A., as Syndication Agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 16, 2011).
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10.2
|
|
|
364-Day Credit Agreement dated as of July 13, 2012, by and among the Registrant, The Subsidiary Guarantor, the lenders named therein, Citibank, N.A., as Administrative Agent, Citigroup Global Markets Inc., J.P.Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as lead arrangers and book runners, and JPMorgan Chase Bank, N.A. and Bank of America, N.A. as syndication agents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 18, 2012).
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|
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10.3
|
|
|
Executive Chairman Agreement dated as of November 2, 2009, among The Stanley Works and Nolan D. Archibald (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on November 3, 2009)*.
|
|
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|
|
10.4
|
|
(a)
|
Second Amended and Restated Employment Agreement, dated as of November 2, 2009, among The Stanley Works and John F. Lundgren (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 3, 2009)*.
|
|
|
|
|
|
(b)
|
Amended and Restated Change in Control Severance Agreement dated December 10, 2008 between The Stanley Works and John F. Lundgren. (incorporated by reference to Exhibit (xviii) to the Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
|
(c)
|
Letter Agreement between Stanley Black & Decker, Inc. and John F. Lundgren effective January 13, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 14, 2013).*
|
|
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|
|
|
|
|
10.5
|
|
(a)
|
Employment Agreement, dated as of November 2, 2009, among The Stanley Works and James M. Loree (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on November 3, 2009)*.
|
|
|
|
|
(b)
|
Letter Agreement between Stanley Black & Decker, Inc. and James M. Loree effective January 13, 2013 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 14, 2013).*
|
|
|
|
|
|
10.6
|
|
|
Form A of Amended and Restated Change in Control Severance Agreement. James M. Loree is a party to a Restated and Amended Change in Control Severance Agreement in this Form. (incorporated by reference to Exhibit (xiv) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
10.7
|
|
|
Form B of Amended and Restated Change in Control Severance Agreement. Jeffery D. Ansell is a party to an Amended and Restated Change in Control Severance Agreements in this Form. (incorporated by reference to Exhibit (xv) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
10.8
|
|
|
Form B of Change in Control Severance Agreement. Donald Allan, Jr., is a party to a Change in Control Severance Agreement in this Form. (incorporated by reference to Exhibit (xvi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
10.9
|
|
|
Revised Form B of Change in Control Severance Agreement.*
|
|
|
|
|
10.10
|
|
|
Deferred Compensation Plan for Non-Employee Directors amended and restated as of December 11, 2007 (incorporated by reference to Exhibit 10(vii) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
10.11
|
|
|
Deferred Compensation Plan for Participants in Stanley’s Management Incentive Plan amended and restated as of December 11, 2007 (incorporated by reference to Exhibit 10(ix) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
10.12
|
|
(a)
|
Stanley Black & Decker Supplemental Retirement Account Plan (as in effect, January 1, 2011, except as otherwise provided therein) (incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended January 1, 2011).*
|
|
|
|
|
|
(b)
|
Stanley Black & Decker Supplemental Retirement Plan (effective, January 1, 2011, except as otherwise provided therein) (incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended January 1, 2011).*
|
|
|
|
|
|
10.13
|
|
|
Supplemental Executive Retirement Program amended and restated effective January 1, 2009 except as otherwise provided therein. (incorporated by reference to Exhibit (ix) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
10.14
|
|
|
New 1991 Loan Agreement, dated June 30, 1998, between The Stanley Works, as lender, and Citibank, N.A. as trustee under the trust agreement for the Stanley Account Value Plan, to refinance the 1991 Salaried Employee ESOP Loan and the 1991 Hourly ESOP Loan and their related promissory notes (incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 1998).
|
|
|
|
|
10.15
|
|
|
The Stanley Works Non-Employee Directors’ Benefit Trust Agreement dated December 27, 1989 and amended as of January 1, 1991 by and between The Stanley Works and Fleet National Bank, as successor trustee (incorporated by reference to Exhibit (10)(xvii)(a) to the Company’s Annual Report on Form 10-K for year ended December 29, 1990).
|
|
|
|
|
10.16
|
|
(a)
|
2001 Long-Term Incentive Plan as amended effective October 17, 2008 (incorporated by reference to Exhibit (xi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
(b)
|
Form of Stock Option Certificate for stock options granted pursuant to 2001 Long-Term Incentive Plan (incorporated by reference to Exhibit 10(xiv)(a) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
|
|
(c)
|
Form of Restricted Stock Unit Award Certificate for grants of restricted stock units pursuant to 2001 Long-Term Incentive Plan (incorporated by reference to Exhibit 10(xiv)(c) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
|
|
(d)
|
Terms and Conditions applicable to Long Term Performance Awards issued pursuant to the 1997 and the 2001 Long Term Incentive Plans. (incorporated by reference to Exhibit (xi)(c) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
|
(e)
|
Form of Award Letter for Long Term Performance Awards issued pursuant to the 2001 Long Term Incentive Plan (incorporated by reference to Exhibit (xi)(d) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
|
|
|
10.17
|
|
(a)
|
The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010)(incorporated by reference Exhibit 4.7 to the Company’s Registration Statement on Form S-8 Reg. No. 333-165454 filed on March 12, 2010)*.
|
|
|
|
|
|
(b)
|
Form of award letter for restricted stock unit grants to executive officers pursuant to the Company’s 2009 Long Term Incentive Plan (as amended March 12, 2010)(incorporated by reference to Exhibit 10(vi)(b) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
|
(c)
|
Form of stock option certificate for executive officers pursuant to the Company’s 2009 Long Term Incentive Plan (as amended March 12, 2010) (incorporated by reference to Exhibit 10(vi)(c) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
|
|
(d)
|
Terms of special one-time award of restricted stock units to John F. Lundgren under his employment agreement and The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference to Exhibit 10(vi)(d) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
|
|
|
|
|
|
(e)
|
Terms of special one-time award of restricted stock units to James M. Loree under his employment agreement and The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference to Exhibit 10(vi)(e) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
|
|
|
|
|
|
(f)
|
Terms of stock option grants to Nolan D. Archibald under his executive chairman agreement and The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference to Exhibit 10(vi)(f) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
|
|
|
|
|
|
(g)
|
Amendment to Stanley Black & Decker, Inc. 2009 Long Term Incentive Plan (incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly report on Form 10-Q filed on November 7, 2011).*
|
|
|
|
|
|
10.18
|
|
(a)
|
The Stanley Works Restricted Stock Unit Plan for Non-Employee Directors amended and restated as of December 11, 2007 (incorporated by reference to Exhibit 10(xx) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
|
(b)
|
Form of Certificate for RSUs issued pursuant to The Stanley Works Restricted Stock Unit Plan for Non-Employee Directors (incorporated by reference to Exhibit 10(xxv) to the Company’s Annual Report on Form 10-K for the year ended January 1, 2005).*
|
|
|
|
|
|
10.19
|
|
|
The Stanley Works 2012 Management Incentive Compensation Plan.*
|
|
|
|
|
10.20
|
|
|
Special Severance Policy for Management Incentive Compensation Plan Participants Levels 1-5 as amended effective October 17, 2008 (incorporated by reference to Exhibit (xxi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
10.21
|
|
|
Employee Stock Purchase Plan as amended April 23, 2009 (incorporated by reference to Exhibit 10(iii)(d) to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 4, 2009).*
|
|
|
|
|
10.22
|
|
|
The Black & Decker 1996 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on March 12, 2010)*.
|
|
|
|
|
10.23
|
|
|
The Black & Decker 2003 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on March 12, 2010)*.
|
|
|
|
|
10.24
|
|
(a)
|
The Black & Decker Corporation 2004 Restricted Stock Plan (incorporated by reference to Exhibit 10(xi)(a) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
|
(b)
|
Form of Restricted Share Agreement relating to The Black & Decker Corporation 2004 Restricted Stock Plan (incorporated by reference to Exhibit 10(xi)(b) to the Company’s Quarterly Report on Form 10-Q filed on
May 13, 2010)*.
|
|
|
|
|
|
10.25
|
|
(a)
|
The Black & Decker 2008 Restricted Stock Plan (incorporated by reference to Exhibit 4.10 to the Company’s Post -Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement (Registration No. 333-163509) filed on March 12, 2010)*.
|
|
|
|
|
|
(b)
|
Form of Restricted Stock Unit Award Agreement relating to The Black & Decker Corporation 2008 Restricted Stock Plan (incorporated by reference to Exhibit 10(xii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
|
10.26
|
|
|
The Black & Decker Non-Employee Directors Stock Plan (incorporated by reference to Exhibit 4.11 to the Company’s Post -Effective Amendment No. 1 on Form S-8 To Form S-4 Registration Statement (Registration No. 333-163509) filed on March 12, 2010)*.
|
|
|
|
|
10.27
|
|
|
Form of Nonqualified Stock Option Agreement relating to The Black & Decker Corporation’s stock option plans (incorporated by reference to Exhibit 10(xix) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
10.28
|
|
(a)
|
The Black & Decker Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10(xx) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
|
(b)
|
First Amendment to The Black & Decker Supplemental Pension Plan (incorporated by reference to Exhibit 10(xxi) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
|
10.29
|
|
|
The Black & Decker Supplemental Executive Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10(xxii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
11
|
|
|
Statement re computation of per share earnings (the information required to be presented in this exhibit appears in Note to the Company’s Consolidated Financial Statements set forth in this Annual Report on Form 10-K).
|
|
|
|
|
12
|
|
|
Statement re computation of ratio of earnings to fixed charges.
|
|
|
|
|
14
|
|
|
Code of Ethics for CEO and Senior Financial Officers (incorporated by reference to the Company’s website,
www.stanleyblackanddecker.com
.
|
|
|
|
|
21
|
|
|
Subsidiaries of Registrant.
|
|
|
|
|
23
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
24
|
|
|
Power of Attorney.
|
|
|
|
|
31.1
|
|
(a)
|
Certification by Chief Executive Officer pursuant to Rule 13a-14(a)
|
|
|
|
|
31.1
|
|
(b)
|
Certification by Chief Financial Officer pursuant to Rule 13a-14(a)
|
|
|
|
|
32.1
|
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
99.1
|
|
|
Policy on Confidential Proxy Voting and Independent Tabulation and Inspection of Elections as adopted by The Board of Directors October 23, 1991 (incorporated by reference to Exhibit (28)(i) to the Quarterly Report on Form 10-Q for the quarter ended September 28, 1991).
|
*
|
Management contract or compensation plan or arrangement.
|
STANLEY BLACK & DECKER, INC.
|
By: ________________________________
|
Name:
|
Title:
|
|
____________________________________
|
EXECUTIVE
|
Address:
|
1.
|
Purpose
. The purpose of Stanley Black & Decker Management Incentive Compensation Plan is to reinforce corporate, organizational and business-development goals, to promote the achievement of year-to-year financial and other business objectives and to reward the performance of eligible employees in fulfilling their personal responsibilities.
|
(a)
|
“Affiliate” shall mean, with respect to the Company or any of its subsidiaries, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.
|
(b)
|
“Award” shall mean an incentive compensation award, granted pursuant to the Plan that is contingent upon the attainment of Performance Goals with respect to a Performance Period.
|
(c)
|
"Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
|
(d)
|
“Board” shall mean the Board of Directors of the Company.
|
(e)
|
A "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:
|
(1)
|
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or
|
(2)
|
the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareowners was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or
|
(3)
|
there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (i) a merger or consolidation which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities; or
|
(4)
|
the shareowners of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition
|
(f)
|
“Code” shall mean the Internal Revenue Code of 1986, as amended.
|
(g)
|
“Committee” shall mean the Compensation and Organization Committee of the Board of Directors, the composition of which shall at all times consist solely of two or more "outside directors" within the meaning of section 162(m) of the Code.
|
(h)
|
“Company” shall mean Stanley Black & Decker, Inc. and its successors.
|
(i)
|
“Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.
|
(j)
|
“Disability” shall have the meaning set forth in Section 22(e)(3) of the Code, or any successor provision.
|
(k)
|
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
|
(l)
|
“Participant” shall mean any employee of the Company or an Affiliate who is, pursuant to Section 4 of the Plan, selected to participate in the Plan.
|
(m)
|
“Performance Goals” shall mean performance goals based on one or more of the following criteria, determined in accordance with generally accepted accounting principles, where applicable: (i) pre-tax income or after-tax income; (ii) earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets; (iv) operating income; (v) earnings or book value per share (basic or diluted); (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) return on revenues; (viii) net tangible assets (working capital plus property, plants and equipment) or return on net tangible assets (operating income divided by average net tangible assets) or working capital; (ix) operating cash flow (operating income plus or minus changes in working capital less capital expenditures); (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) sales or sales growth; (xii) operating margin or profit margin; (xiii) share price or total shareholder return; (xiv) earnings from continuing operations; (xv) cost targets, reductions or savings, productivity or efficiencies; (xvi) economic value added; and (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, financial management, project management, supervision of litigation, information technology, or goals relating to divestitures, joint ventures or similar transactions. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criterion or the attainment of a percentage increase or decrease in the particular criterion, and may be applied to one or more of the Company or a parent or subsidiary of the Company, or a division or strategic business unit of the Company, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur) and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).
|
(n)
|
“Performance Period” shall mean, unless the Committee determines otherwise, a period of no longer than 12 months.
|
(o)
|
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of
|
(p)
|
“Plan” shall mean the Stanley Black & Decker Management Incentive Compensation Plan, as amended from time to time.
|
(q)
|
"Retirement" shall mean a Participant's termination of employment with the Company or an Affiliate thereof at or after attaining age 55 and completing ten years of service.
|
3.
|
Administration
. The Plan shall be administered by the Committee. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the terms, conditions, restrictions and performance criteria, including Performance Goals, relating to any Award; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, or surrendered; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of Awards; and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any parent or subsidiary of the Company or the financial statements of the Company or any parent or subsidiary of the Company, in response to changes in applicable laws or regulations or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles;
provided
that, with respect to any Award to a Covered Employee such adjustment shall only be made to the extent it does not result in the loss of the otherwise available exemption of such award under Section 162(m) of the Code.
|
4.
|
Eligibility
. Awards may be granted to Participants in the sole discretion of the Committee. In determining the persons to whom Awards shall be granted and the Performance Goals relating to each Award, the Committee shall take into account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.
|
5.
|
Terms of Awards
. Awards granted pursuant to the Plan shall be communicated to Participants in such form as the Committee shall from time to time approve and the terms and conditions of such Awards shall be set forth therein.
|
(a)
|
In General
. On or prior to the earlier of the 90th day after the commencement of a Performance Period or the date on which 25% of a Performance Period has elapsed, the Committee shall specify in writing, by resolution of the Committee or other appropriate action, the Participants for such Performance Period and the Performance Goals applicable to each Award for each Participant with respect to such Performance Period. Unless otherwise provided by the Committee in connection with specified terminations of employment, payment in respect of Awards shall be made only if and to the extent the Performance Goals with respect to such Performance Period are attained.
|
(b)
|
Special Provisions Regarding Awards
. Notwithstanding anything to the contrary contained in this Section 5, in no event shall payment in respect of an Award granted for a Performance Period be made to a Participant who is or is reasonably expected to be a Covered Employee exceed the lesser of 300% of the Participant's annual base salary on the date the Performance Period commences for any twelve month period or $5,000,000. The Committee may, in its sole discretion, increase (subject to the maximum amount set forth in this Section 5(b)) or decrease the amounts otherwise payable to Participants upon the achievement of Performance Goals under an Award; provided, however, that in no event may the Committee so increase the amount otherwise payable to a Covered Employee pursuant to an Award.
|
(c)
|
Time and Form of Payment
. Subject to Section 6(h), all payments in respect of Awards granted under this Plan shall be made in cash on the 45th day following the end of the Performance Period but in no event later than the 45th day following the fiscal year in which the Award vests.
|
6.
|
General Provisions
.
|
(a)
|
Compliance with Legal Requirements
. The Plan and the granting and payment of Awards, and the other obligations of the Company under the Plan shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required.
|
(b)
|
Nontransferability
. Awards shall not be transferable by a Participant except upon the Participant’s death following the end of the Performance Period but prior to the date payment is made, in which case the Award shall be transferable in accordance with any beneficiary designation made by the Participant in accordance with Section 6(l) below or, in the absence thereof, by will or the laws of descent and distribution.
|
(c)
|
No Right To Continued Employment
. Nothing in the Plan or in any Award granted pursuant hereto shall confer upon any Participant the right to continue in the employ of the Company or to be entitled to any remuneration or benefits not set forth in the Plan or to interfere with or limit in any way whatever rights otherwise exist of the Company to terminate such Participant’s employment or change such Participant’s remuneration.
|
(d)
|
Withholding Taxes
. Where a Participant or other person is entitled to receive a payment pursuant to an Award hereunder, the Company shall have the right either to deduct from the payment, or to require the Participant or such other person to pay to the Company prior to delivery of such payment, an amount sufficient to satisfy any federal, state, local or other withholding tax requirements related thereto.
|
(e)
|
Amendment, Termination and Duration of the Plan
. The Board or the Committee may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided that, no amendment that requires shareholder approval in order for the Plan to continue to comply with Section 162(m) of the Code shall be effective unless the same shall be approved by the requisite vote of the shareholders of the Company. Notwithstanding the foregoing, no amendment (other than an amendment necessary to comply with Section 409A of the Code) shall affect adversely any of the rights of any Participant under any Award following the end of the Performance Period to which such Award relates, provided that the exercise of the Committee’s discretion pursuant to Section 5(b) to reduce the amount of an Award shall not be deemed an amendment of the Plan.
|
(f)
|
Participant Rights
. No Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment for Participants.
|
(g)
|
Termination of Employment
.
|
(i)
|
Unless otherwise provided by the Committee, and except as set forth in subparagraph (ii) of this Section 6(g), a Participant must be actively employed by the Company or one of its Affiliates at the end of the Performance Period in order to be eligible to receive payment in respect of such Award.
|
(ii)
|
Unless otherwise provided by the Committee, if a Participant’s employment is terminated as result of death, Disability or Retirement prior to the end of the Performance Period, the Participant's Award shall be cancelled and in respect of his or her cancelled Award the Participant shall receive a pro rata portion of the Award as determined by the Committee and such Award shall be payable at the same time as Awards are paid to active Participants.
|
(h)
|
Change in Control. Notwithstanding any provision in the Plan to the contrary, upon a Change in Control, unless an outstanding Award is assumed, replaced or converted by the successor or the resulting entity (or any parent thereof), each outstanding Award shall be cancelled and in respect of his or her cancelled Award a Participant shall receive a pro rata portion of the Award, calculated by determining the achievement of the applicable Performance Goal or Performance Goals based on actual performance though the date of such Change in Control, and then multiplying this amount by a fraction, the numerator of which is the number of days completed in the Performance Period prior to the Change in Control and the denominator of which is the
|
(i)
|
Unfunded Status of Awards
. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company.
|
(j)
|
Governing Law
. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Connecticut without giving effect to the conflict of laws principles thereof.
|
(k)
|
Effective Date
. The Plan shall take effect upon its adoption by the Board; provided, however, that the Plan shall be subject to the requisite approval of the shareholders of the Company in order to comply with Section 162(m) of the Code. In the absence of such approval, the Plan (and any Awards made pursuant to the Plan prior to the date of such approval) shall be null and void.
|
(l)
|
Beneficiary
. A Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant and an Award is payable to the Participant’s beneficiary pursuant to Section 6(b), the Participant’s estate shall be deemed to be the grantee’s beneficiary.
|
(m)
|
Interpretation
. The Plan is designed and intended to comply, to the extent applicable, with Section 162(m) of the Code, and all provisions hereof shall be construed in a manner to so comply.
|
|
Fiscal Year
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Earnings from continuing operations before income taxes and non-controlling interest
|
$
|
527.6
|
|
|
$
|
648.4
|
|
|
$
|
168.6
|
|
|
$
|
258.8
|
|
|
$
|
268.2
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
144.2
|
|
|
140.4
|
|
|
109.8
|
|
|
63.7
|
|
|
92.0
|
|
|||||
Portion of rents representative of interest factor
|
14.8
|
|
|
14.9
|
|
|
17.8
|
|
|
6.2
|
|
|
8.6
|
|
|||||
Distributed income of equity investees
|
—
|
|
|
2.8
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|||||
Income as adjusted
|
$
|
686.6
|
|
|
$
|
806.5
|
|
|
$
|
299.7
|
|
|
$
|
328.7
|
|
|
$
|
368.8
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
144.2
|
|
|
$
|
140.4
|
|
|
$
|
109.8
|
|
|
$
|
63.7
|
|
|
$
|
92.0
|
|
Portion of rents representative of interest factor
|
14.8
|
|
|
14.9
|
|
|
17.8
|
|
|
6.2
|
|
|
8.6
|
|
|||||
Fixed charges
|
$
|
159.0
|
|
|
$
|
155.3
|
|
|
$
|
127.6
|
|
|
$
|
69.9
|
|
|
$
|
100.6
|
|
Ratio of earnings to fixed charges
|
4.3
|
|
|
5.2
|
|
|
2.3
|
|
|
4.7
|
|
|
3.7
|
|
|
|
JURISDICTION OF
|
|
|
INCORPORATION/
|
CORPORATE NAME
|
|
ORGANIZATION
|
Domestic Subsidiaries
|
|
|
AA Alarms, Inc.
|
|
United States (Michigan)
|
Action Door Controls, Inc.
|
|
United States (Utah)
|
AeroScout, Inc.
|
|
United States (Delaware)
|
B&D Holdings, LLC
|
|
United States (Maryland)
|
BAI, Inc.
|
|
United States (Indiana)
|
BD Abrasive LLC
|
|
United States (Delaware)
|
Black & Decker de Panama LLC
|
|
United States (Maryland)
|
Black & Decker (Ireland) Inc.
|
|
United States (Delaware)
|
Black & Decker (U.S.) Inc.
|
|
United States (Maryland)
|
Black & Decker Funding Corporation
|
|
United States (Delaware)
|
Black & Decker Group, LLC
|
|
United States (Delaware)
|
Black & Decker HealthCare Management Inc.
|
|
United States (Maryland)
|
Black & Decker Holdings LLC
|
|
United States (Delaware)
|
Black & Decker Inc.
|
|
United States (Delaware)
|
Black & Decker India Inc.
|
|
United States (Maryland)
|
Black & Decker Investment Company, LLC
|
|
United States (Delaware)
|
Black & Decker Investments (Australia) Limited
|
|
United States (Maryland)
|
Black & Decker Investments LLC
|
|
United States (Maryland)
|
Black & Decker Mexfin LLC
|
|
United States (Delaware)
|
Black & Decker Puerto Rico Inc.
|
|
United States (Delaware)
|
Black & Decker Shelbyville, LLC
|
|
United States (Kentucky)
|
Bostitch Holding LLC
|
|
United States (Delaware)
|
CJF India LLC
|
|
United States (Delaware)
|
CJSF, L.L.C.
|
|
United States (Delaware)
|
CRC-Evans International, Inc.
|
|
United States (Delaware)
|
CRC-Evans International Holdings, Inc.
|
|
United States (Delaware)
|
CRC-Evans Pipeline International, Inc.
|
|
United States (Delaware)
|
CRC-Evans Welding Services, Inc.
|
|
United States (Delaware)
|
Cribmaster, Inc.
|
|
United States (Georgia)
|
Cybershift Holdings Inc.
|
|
United States (Delaware)
|
Cybershift.com, Inc.
|
|
United States (Delaware)
|
Delta International Machinery Corp.
|
|
United States (Minnesota)
|
Devilbiss Air Power Company
|
|
United States (Delaware)
|
Embedded Technologies, LLC
|
|
United States (Delaware)
|
Emglo Products, LLC
|
|
United States (Maryland)
|
Emhart (Asia) Limited
|
|
United States (Delaware)
|
Emhart Hardware Sales Corporation
|
|
United States (Delaware)
|
Emhart Harttung Inc.
|
|
United States (Delaware)
|
Emhart Teknologies LLC
|
|
United States (Delaware)
|
Domestic Subsidiaries (continued)
|
|
|
Fastener Innovation Technology, Inc.
|
|
United States (California)
|
Hardware City Associates Limited Partnership
|
|
United States (Connecticut)
|
InfoLogix, Inc.
|
|
United States (Delaware)
|
InfoLogix-DDMS, Inc.
|
|
United States (Delaware)
|
InfoLogix Systems Corporation
|
|
United States (Delaware)
|
Jafford LLC
|
|
United States (Maryland)
|
JennCo1, Inc.
|
|
United States (Delaware)
|
Lista International Corporation
|
|
United States (Massachusetts)
|
Lista U.S. Holding Company, Inc.
|
|
United States (Massachusetts)
|
Microalloying International, Inc.
|
|
United States (Delaware)
|
Newfrey LLC
|
|
United States (Delaware)
|
Opt Acquisition, L.L.C.
|
|
United States (Pennsylvania)
|
Pacom Systems (North America) Inc.
|
|
United States (Delaware)
|
PIH U.S. Inc.
|
|
United States (Alabama)
|
Porter-Cable Argentina, LLC
|
|
United States (Minnesota)
|
Powers Fasteners, Inc.
|
|
United States (New York)
|
Powers Products IV, L.L.C.
|
|
United States (Delaware)
|
Powers Products, L.L.C.
|
|
United States (Delaware)
|
Price Pfister Holdings, Inc.
|
|
United States (Delaware)
|
RIGHTCO II, LLC
|
|
United States (Delaware)
|
Sargent & Greenleaf, Inc.
|
|
United States (Indiana)
|
SBD Canada LLC
|
|
United States (Delaware)
|
SBD Insurance, Inc.
|
|
United States (Connecticut)
|
SBD Property Holdings, LLC
|
|
United States (Delaware)
|
Scan Modul System, Inc.
|
|
United States (New York)
|
SecurityCo Solutions, Inc.
|
|
United States (Delaware)
|
Shenandoah Insurance, Inc.
|
|
United States (Vermont)
|
Spiralock Corporation
|
|
United States (Michigan)
|
Stanley Access Technologies LLC
|
|
United States (Delaware)
|
Stanley Access, Inc.
|
|
United States (Delaware)
|
Stanley Atlantic, Inc.
|
|
United States (Delaware)
|
Stanley Black & Decker Cayman Holdings, Inc.
|
|
United States (Delaware)
|
Stanley Black & Decker Chile, L.L.C.
|
|
United States (Delaware)
|
Stanley Black & Decker Sub Plan Trust Co.
|
|
United States (Delaware)
|
Stanley Canada Holdings, L.L.C.
|
|
United States (Delaware)
|
Stanley Convergent Security Solutions, Inc.
|
|
United States (Delaware)
|
Stanley European Holdings, L.L.C.
|
|
United States (Delaware)
|
Stanley Fastening Systems, LP
|
|
United States (Delaware)
|
Stanley Housing Fund, Inc.
|
|
United States (Delaware)
|
Stanley International Holdings, Inc.
|
|
United States (Delaware)
|
Stanley Logistics, L.L.C.
|
|
United States (Delaware)
|
Stanley Security Solutions, Inc.
|
|
United States (Indiana)
|
Stanley Structures, Inc.
|
|
United States (Delaware)
|
Stanley Supply & Services, Inc.
|
|
United States (Massachusetts)
|
The Black & Decker Corporation
|
|
United States (Maryland)
|
The Farmington River Power Company
|
|
United States (Connecticut)
|
UNISPEC L.L.C.
|
|
United States (Alabama)
|
ZAG USA, Inc.
|
|
United States (Delaware)
|
International Subsidiaries
|
|
|
Black & Decker Argentina S.A.
|
|
Argentina
|
Black & Decker Distribution Pty. Ltd.
|
|
Australia
|
Black & Decker Finance (Australia) Ltd.
|
|
Australia
|
Black & Decker Holdings (Australia) Pty. Ltd.
|
|
Australia
|
Black & Decker No. 4 Pty. Ltd.
|
|
Australia
|
Facom Systems Pty Limited
|
|
Australia
|
Pacom Systems Pty Limited
|
|
Australia
|
Powers Fasteners Australasia Pty Limited
|
|
Australia
|
Powers Rawl Pty. Ltd.
|
|
Australia
|
Rawl Australasia Pty. Ltd.
|
|
Australia
|
Rawlplug Unit Trust
|
|
Australia
|
SBDK Australia GP
|
|
Australia
|
Sielox Security Systems Pty. Ltd.
|
|
Australia
|
Stanley Black & Decker Holdings Australia Pty Ltd
|
|
Australia
|
Stanley Black & Decker Australia Pty Ltd
|
|
Australia
|
The Stanley Works Pty. Ltd.
|
|
Australia
|
Stanley Black & Decker Austria GmbH
|
|
Austria
|
Facom Belgie BVBA
|
|
Belgium
|
General Protection SA
|
|
Belgium
|
Niscayah BVBA
|
|
Belgium
|
Stanley Black & Decker Belgium BVBA
|
|
Belgium
|
Stanley Black & Decker Latin American Holding BVBA
|
|
Belgium
|
Stanley Black & Decker Logistics BVBA
|
|
Belgium
|
Stanley Europe BVBA
|
|
Belgium
|
The Stanley Works (Bermuda) Ltd.
|
|
Bermuda
|
Black & Decker do Brasil Ltda.
|
|
Brazil
|
CRC-Evans PIH Servicos de Tubulacao do Brasil Ltda
|
|
Brazil
|
M.Hart do Brasil Ltda.
|
|
Brazil
|
Refal Industria e Comercio de Rebites e Rebitadeiras Ltda.
|
|
Brazil
|
Spiralock do Brasil, LTDA.
|
|
Brazil
|
Stanley do Brasil Ltda.
|
|
Brazil
|
Besco Investment Holdings Ltd.
|
|
British Virgin Islands
|
PIH Services ME Ltd.
|
|
British Virgin Islands
|
Stanley Works China Investment Limited
|
|
British Virgin Islands
|
3040003 Canada Inc.
|
|
Canada
|
1542053 Ontario Limited
|
|
Canada
|
Abmast Inc.
|
|
Canada
|
CRC-Evans Canada Ltd.
|
|
Canada
|
First National Alarmcap, LP
|
|
Canada
|
Frisco Finance GP Inc.
|
|
Canada
|
Frisco Finance LP
|
|
Canada
|
Les Portes Auto Magique
|
|
Canada
|
Lista International, Ltd.
|
|
Canada
|
Mac Tools Canada Inc.
|
|
Canada
|
Microtec Enterprises, Inc.
|
|
Canada
|
Mont-Hard (Canada) Inc.
|
|
Canada
|
Stanley Black & Decker Canada Corporation
|
|
Canada
|
Stanley CLP1
|
|
Canada
|
|
|
|
International Subsidiaries (continued)
|
|
|
Stanley CLP2
|
|
Canada
|
Stanley CLP3
|
|
Canada
|
Stanley CLP4
|
|
Canada
|
XMARK Corporation
|
|
Canada
|
Besco Investment Group Co. Ltd.
|
|
Cayman Islands
|
Black & Decker (Cayman) Finance Limited
|
|
Cayman Islands
|
Black & Decker Manufacturing, Distribution & Global Purchasing Holdings LP
|
|
Cayman Islands
|
Chiro (Cayman) Holdings Ltd.
|
|
Cayman Islands
|
Jointech Corporation, Ltd.
|
|
Cayman Islands
|
Reid Services Limited
|
|
Cayman Islands
|
Wintech Corporation Limited
|
|
Cayman Islands
|
Maquinas y Herramientas Black & Decker de Chile S.A.
|
|
Chile
|
Anzi Masterfix Tool Ltd.
|
|
China
|
Beijing Bostitch Fastening Systems Co., Ltd.
|
|
China
|
Besco Hardware Machinery Manufacturing Ltd.
|
|
China
|
Black & Decker (Suzhou) Co. Ltd.
|
|
China
|
Black & Decker (Suzhou) Power Tools Co., Ltd.
|
|
China
|
Black & Decker (Suzhou) Precision Manufacturing Co., LTD
|
|
China
|
Black & Decker SSC Asia Co., Ltd.
|
|
China
|
Guangzhou Emhart Fastening System Co., Ltd.
|
|
China
|
Jiangsu Tong Feng Hardware Co., Ltd.
|
|
China
|
Niscayah Engineering China Ltd.
|
|
China
|
Powers Shanghai Trading Limited
|
|
China
|
Qingdao Sungun Power Tool Co., Ltd.
|
|
China
|
Shanghai Eastern Iron Hardware Co., Ltd.
|
|
China
|
Shanghai Emhart Fastening Systems Ltd.
|
|
China
|
Stanley Black & Decker Precision Manufacturing (Shenzhen) Co., Ltd.
|
|
China
|
Stanley GMT (Shanghai) Hardware Co., Ltd.
|
|
China
|
Stanley (Tianjin) International Trading Co. Ltd.
|
|
China
|
Stanley Works (Wendeng) Tools Co., Ltd.
|
|
China
|
The Stanley Works (Langfang) Fastening Systems Co., Ltd.
|
|
China
|
The Stanley Works (Shanghai) Co., Ltd.
|
|
China
|
The Stanley Works (Shanghai) Management Co., Ltd.
|
|
China
|
The Stanley Works (Zhejiang) Industrial Tools Co., Ltd.
|
|
China
|
The Stanley Works (Zhongshan) tool Co., Ltd.
|
|
China
|
Black & Decker de Colombia S.A.S.
|
|
Colombia
|
Black and Decker de Costa Rica Limitada
|
|
Costa Rica
|
Black & Decker (Czech) S.R.O.
|
|
Czech Republic
|
Stanley Black & Decker Czech Republic s.r.o.
|
|
Czech Republic
|
Tucker S.R.O.
|
|
Czech Republic
|
Emhart Harttung A/S
|
|
Denmark
|
Scan Modul Byrum ApS
|
|
Denmark
|
Stanley Security Denmark ApS
|
|
Denmark
|
Stanley Nordic ApS
|
|
Denmark
|
Black & Decker del Ecuador S.A.
|
|
Ecuador
|
Stanley Black & Decker Finland Oy
|
|
Finland
|
Stanley Security Oy
|
|
Finland
|
BGI Distribution S.A.S.
|
|
France
|
|
|
|
International Subsidiaries (continued)
|
|
|
Black & Decker (France) S.A.S.
|
|
France
|
Black & Decker Finance S.A.S.
|
|
France
|
Bost Garnache Industries S.A.S.
|
|
France
|
Dubuis & Cie S.A.S.
|
|
France
|
Emhart Fastening & Assembly SNC
|
|
France
|
Europ Télésécurité S.A.S.
|
|
France
|
Facom S.A.S.
|
|
France
|
Facom Holding SAS
|
|
France
|
Générale de Protection S.A.S.
|
|
France
|
Niscayah SAS
|
|
France
|
Novia SWK S.A.S.
|
|
France
|
Piole Parolai Equipement S.A.S.
|
|
France
|
Pro One Finance S.A.S.
|
|
France
|
Societe Miniere et Commerciale
|
|
France
|
Stanley Doors France, S.A.S.
|
|
France
|
Stanley France, S.A.S.
|
|
France
|
Stanley France Services, S.A.S.
|
|
France
|
Stanley Healthcare Solutions France Sarl
|
|
France
|
Stanley Security France SAS
|
|
France
|
Stanley Solutions de Sécurité SAS
|
|
France
|
Stanley Tools, S.A.S.
|
|
France
|
B.B.W. Bayrische Bohrerwerke GmbH
|
|
Germany
|
Black & Decker Holdings GmbH
|
|
Germany
|
Horst Sprenger GmbH recycling-tools
|
|
Germany
|
Scan Modul Orgasystem GmbH
|
|
Germany
|
SETEC Vertriebsgesellschaft für Brand- und Einbruchmeldesysteme mbH
|
|
Germany
|
Stanley Black & Decker Deutschland GmbH
|
|
Germany
|
Stanley Security Deutschland Administration GmbH
|
|
Germany
|
Stanley Security Deutschland GmbH
|
|
Germany
|
Stanley Security Deutschland Holding GmbH
|
|
Germany
|
Stanley Grundstücksverwaltungs GmbH
|
|
Germany
|
Tucker GmbH
|
|
Germany
|
Stanley Black & Decker (Hellas) EPE
|
|
Greece
|
BD Precision (Hong Kong) Limited
|
|
Hong Kong
|
BD Suzhou (Hong Kong) Limited
|
|
Hong Kong
|
BD Suzhou Power Tools (Hong Kong) Limited
|
|
Hong Kong
|
BD Xiamen (Hong Kong) Limited
|
|
Hong Kong
|
BDC International Limited
|
|
Hong Kong
|
Black & Decker Hong Kong Limited
|
|
Hong Kong
|
Emhart Guangzhou (Hong Kong) Limited
|
|
Hong Kong
|
Hangtech Limited
|
|
Hong Kong
|
Niscayah Asia Limited
|
|
Hong Kong
|
Niscayah Investments Limited
|
|
Hong Kong
|
Spiralock Global Ventures, Limited
|
|
Hong Kong
|
Stanley Black & Decker Hungary Korlatolt Felelossegu Tarsasag
|
|
Hungary
|
Stanley Finance Hungary Group Financing Limited Liability Company
|
|
Hungary
|
Avfast (India ) Pvt. Ltd.
|
|
India
|
International Subsidiaries (continued)
|
|
|
Black & Decker India Private Limited
|
|
India
|
Emhart Teknologies (India) Private Limited
|
|
India
|
Powers Anchor Products Private Limited
|
|
India
|
Stanley Black & Decker India Limited
|
|
India
|
Stanley Works (India) Private Limited
|
|
India
|
Baltimore Financial Services Company
|
|
Ireland
|
Baltimore Insurance Limited
|
|
Ireland
|
Belco Investments Company
|
|
Ireland
|
Black & Decker International Finance 1
|
|
Ireland
|
Black & Decker International Finance 3
|
|
Ireland
|
Chesapeake Falls Holdings Company
|
|
Ireland
|
Gamrie Limited
|
|
Ireland
|
Niscayah Limited
|
|
Ireland
|
SBD European Security International
|
|
Ireland
|
SBD Niscayah Investment
|
|
Ireland
|
SBD Security Investment
|
|
Ireland
|
Stanley Black and Decker International Finance 5 Limited
|
|
Ireland
|
Stanley Black & Decker Latin American Investment
|
|
Ireland
|
Stanley Security Limited
|
|
Ireland
|
Stanley Security Solutions Ireland Limited
|
|
Ireland
|
The Stanley Works Israel Ltd.
|
|
Israel
|
Black & Decker Italia S.P.A.
|
|
Italy
|
Black & Decker Italia S.R.L.
|
|
Italy
|
Dewalt Industrial Tools S.p.A.
|
|
Italy
|
Niscayah SpA
|
|
Italy
|
SWK Utensilerie S.r.l.
|
|
Italy
|
AeroScout Japan Co., Ltd.
|
|
Japan
|
Nippon Pop Rivets & Fasteners Ltd.
|
|
Japan
|
Black & Decker (Overseas) GmbH
|
|
Liechtenstein
|
Black & Decker Asia Manufacturing Holdings 2 S.A.R.L.
|
|
Luxembourg
|
Black & Decker Global Holdings S.A.R.L.
|
|
Luxembourg
|
Black & Decker Limited S.A.R.L.
|
|
Luxembourg
|
Black & Decker Luxembourg Finance S.C.A.
|
|
Luxembourg
|
Black & Decker Luxembourg S.A.R.L.
|
|
Luxembourg
|
Black & Decker Transasia S.A.R.L.
|
|
Luxembourg
|
Chesapeake Investments Company S.A.R.L.
|
|
Luxembourg
|
SBD European Security Holdings S.A.R.L.
|
|
Luxembourg
|
Black & Decker Macao Commercial Offshore Limited
|
|
Macao
|
Black & Decker Asia Pacific (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
CRC-Evans Pipeline International Sdn. Bhd.
|
|
Malaysia
|
Stanley Works (Malaysia) SDN BHD
|
|
Malaysia
|
Black & Decker de Reynosa S. de R.L. de C.V.
|
|
Mexico
|
Black & Decker, S.A. de C.V.
|
|
Mexico
|
DeWalt Industrial Tools, S.A. de C.V.
|
|
Mexico
|
Grupo Black & Decker Mexico, S. de R.L.de C.V.
|
|
Mexico
|
Herramientas Stanley S.A. de C.V.
|
|
Mexico
|
Stanley-Bostitch Servicios S. de R.L. de C.V.
|
|
Mexico
|
International Subsidiaries (continued)
|
|
|
Stanley-Bostitch, S.A. de C.V.
|
|
Mexico
|
Black & Decker Far East Holdings B.V.
|
|
Netherlands
|
Black & Decker Hardware Holdings B.V.
|
|
Netherlands
|
Black & Decker Holdings B.V.
|
|
Netherlands
|
Black & Decker International Holdings B.V./S.a.r.l.
|
|
Netherlands
|
Black & Decker Overseas Holdings B.V.
|
|
Netherlands
|
Chiro Tools Holdings B.V.
|
|
Netherlands
|
CRC-Evans B.V.
|
|
Netherlands
|
MEDI-MATH Holding B.V.
|
|
Netherlands
|
Niscayah Alarmcentrale B.V.
|
|
Netherlands
|
Powers Fasteners Europe B.V.
|
|
Netherlands
|
Scan Modul Holding B.V.
|
|
Netherlands
|
Stanley Black & Decker Netherlands B.V.
|
|
Netherlands
|
Stanley European Holdings B.V.
|
|
Netherlands
|
Stanley European Holdings II B.V.
|
|
Netherlands
|
Stanley Healthcare Solutions Europe B.V.
|
|
Netherlands
|
Stanley Israel Investments B.V.
|
|
Netherlands
|
Stanley Security Nederland B.V.
|
|
Netherlands
|
Stanley Works Holdings B.V.
|
|
Netherlands
|
Stichting Beheer Intellectuele Eigendomsrechten Blick Benelux B.V.
|
|
Netherlands
|
Black & Decker (New Zealand) Limited
|
|
New Zealand
|
Powers Fasteners Australasia Limited
|
|
New Zealand
|
Powers Fasteners Limited
|
|
New Zealand
|
Powers Fasteners (NZ) Limited
|
|
New Zealand
|
Rawl (NZ) Limited
|
|
New Zealand
|
Emhart Sjong A/S
|
|
Norway
|
Stanley Black & Decker Norway A/S
|
|
Norway
|
Stanley Security AS
|
|
Norway
|
Stanley Security Holdings AS
|
|
Norway
|
PIH Services ME LLC
|
|
Oman
|
Black & Decker de Panama, S.de R.L.
|
|
Panama
|
Emhart Panama, S.A.
|
|
Panama
|
SBD Panama Investments LLC
|
|
Panama
|
SBD Panama LLC
|
|
Panama
|
Stanley Black & Decker Del Peru S.A.
|
|
Peru
|
Masterfix Poland Ltd. Sp.z.o.o
|
|
Poland
|
Stanley Black & Decker Polska Sp.z.o.o.
|
|
Poland
|
Stanley Fastening Systems Poland Sp. z o.o.
|
|
Poland
|
Stanley Security Portugal, Unipessoal, Lda
|
|
Portugal
|
PIH Services ME Ltd.
|
|
Qatar
|
Universal Inspection Systems Ltd.
|
|
Scotland
|
Aeroscout (Singapore) Pte. Ltd.
|
|
Singapore
|
Bellwether Capital Private Limited
|
|
Singapore
|
Best Systems Corporation Pte. Ltd.
|
|
Singapore
|
Black & Decker Asia Pacific Pte. Ltd.
|
|
Singapore
|
CRC-Evans Pipeline International Pte. Ltd.
|
|
Singapore
|
Facom Tools Far East Pte. Ltd.
|
|
Singapore
|
Joint Prosperity Investment Limited
|
|
Singapore
|
International Subsidiaries (continued)
|
|
|
Stanley Works Asia Pacific Pte. Ltd.
|
|
Singapore
|
Stanley Black & Decker Slovakia S.r.o.
|
|
Slovakia
|
Cooperheat of Africa Pty. Ltd.
|
|
South Africa
|
De-Tect Unit Inspection Pty. Ltd.
|
|
South Africa
|
Investage 9 (Proprietary) Limited
|
|
South Africa
|
Emhart Fastening Teknologies Korea, Inc.
|
|
South Korea
|
Black & Decker Iberica S.Com por A.
|
|
Spain
|
Facom Herramientas S.r.l.
|
|
Spain
|
Niscayah Holding Spain SL
|
|
Spain
|
Pacom Systems Espana SL
|
|
Spain
|
Scan Modul Medi-math Logistics SA
|
|
Spain
|
Stanley Iberia S.L.
|
|
Spain
|
Stanley Security Espana, S.L. (Unipersonal)
|
|
Spain
|
Niscayah Group AB
|
|
Sweden
|
Pacom Group AB
|
|
Sweden
|
SBD Holding AB
|
|
Sweden
|
Stanley Security Black & Decker Aktiebolag
|
|
Sweden
|
Stanley Security Sverige AB
|
|
Sweden
|
Emhart GmbH
|
|
Switzerland
|
Sargent & Greenleaf S.A.
|
|
Switzerland
|
Scan Modul System GmbH
|
|
Switzerland
|
Stanley Black & Decker Holding GmbH
|
|
Switzerland
|
Stanley Black & Decker Sales GmbH
|
|
Switzerland
|
Stanley Security Switzerland SA
|
|
Switzerland
|
Stanley Works (Europe) GmbH
|
|
Switzerland
|
Besco Pneumatic Corporation
|
|
Taiwan
|
Fastener Jamher Taiwan Inc.
|
|
Taiwan
|
Lucky International (Samoa) Ltd.
|
|
Taiwan
|
Stanley Chiro International Ltd.
|
|
Taiwan
|
Stanley Fastening Systems Investment (Taiwan) Co.
|
|
Taiwan
|
Stanley Security Solutions Taiwan Ltd.
|
|
Taiwan
|
Tong Lung Metal Industry Co., Ltd.
|
|
Taiwan
|
Black & Decker (Thailand) Limited
|
|
Thailand
|
Emhart Teknologies (Thailand) Ltd.
|
|
Thailand
|
PIH Thailand Co. Ltd.
|
|
Thailand
|
Stanley Works Limited
|
|
Thailand
|
Alkhaja Pimex LLC
|
|
United Arab Emirates/Dubai
|
Stanley Middle East FZE
|
|
United Arab Emirates/Dubai
|
Aven Tools Limited
|
|
United Kingdom
|
Bandhart
|
|
United Kingdom
|
Bandhart Overseas
|
|
United Kingdom
|
Black & Decker
|
|
United Kingdom
|
Black & Decker Batteries Management Limited
|
|
United Kingdom
|
Black & Decker Europe
|
|
United Kingdom
|
Black & Decker Finance
|
|
United Kingdom
|
International Subsidiaries (continued)
|
|
|
Black & Decker International
|
|
United Kingdom
|
Blick Telefusion Communications Limited
|
|
United Kingdom
|
CRC-Evans Offshore Ltd.
|
|
United Kingdom
|
Emhart International Limited
|
|
United Kingdom
|
Isgus International Limited
|
|
United Kingdom
|
Masterfix Products U.K. Ltd.
|
|
United Kingdom
|
Masterfix UK Holdings Limited
|
|
United Kingdom
|
Niscayah Holdings Limited
|
|
United Kingdom
|
Niscayah Limited
|
|
United Kingdom
|
PIH Holdings Ltd.
|
|
United Kingdom
|
PIH Ltd.
|
|
United Kingdom
|
PIH Services Ltd.
|
|
United Kingdom
|
Spiralock of Europe Ltd.
|
|
United Kingdom
|
Stanley Black & Decker Innovations Limited
|
|
United Kingdom
|
Stanley Black & Decker UK Holdings Limited
|
|
United Kingdom
|
Stanley Black & Decker UK Limited
|
|
United Kingdom
|
Stanley Healthcare Solutions Ltd.
|
|
United Kingdom
|
Stanley Security Solutions - Europe Limited
|
|
United Kingdom
|
Stanley Security Solutions Ltd.
|
|
United Kingdom
|
Stanley Security Solutions (NI) Limited
|
|
United Kingdom
|
Stanley UK Acquisition Company Limited
|
|
United Kingdom
|
Stanley U.K. Holding Ltd.
|
|
United Kingdom
|
Stanley UK Limited
|
|
United Kingdom
|
Stanley UK Sales Limited
|
|
United Kingdom
|
Stanley UK Services Limited
|
|
United Kingdom
|
SWK (UK) Holding Limited
|
|
United Kingdom
|
SWK (UK) Limited
|
|
United Kingdom
|
The Stanley Works Limited
|
|
United Kingdom
|
Tucker Fasters Limited
|
|
United Kingdom
|
Universal Inspection Systems Limited
|
|
United Kingdom
|
Black & Decker de Venezuela, C.A.
|
|
Venezuela
|
Black & Decker Holdings de Venezuela, C.A.
|
|
Venezuela
|
•
|
Registration Statement (Form S-8 No. 2-93025)
|
•
|
Registration Statement (Form S-8 No. 2-96778)
|
•
|
Registration Statement (Form S-8 No. 2-97283)
|
•
|
Registration Statement (Form S-8 No. 33-16669)
|
•
|
Registration Statement (Form S-3 No. 33-12853)
|
•
|
Registration Statement (Form S-3 No. 33-19930)
|
•
|
Registration Statement (Form S-3 No. 33-46212)
|
•
|
Registration Statement (Form S-3 No. 33-47889)
|
•
|
Registration Statement (Form S-8 No. 33-55663)
|
•
|
Registration Statement (Form S-8 No. 33-62565)
|
•
|
Registration Statement (Form S-8 No. 33-62575)
|
•
|
Registration Statement (Form S-8 No. 333-42346)
|
•
|
Registration Statement (Form S-8 No. 333-42582)
|
•
|
Registration Statement (Form S-8 No. 333-64326)
|
•
|
Registration Statement (Form S-3 No. 333-110279)
|
•
|
Registration Statement (Form S-3 No. 333-117607)
|
•
|
Registration Statement (Form S-8 No. 333-162956)
|
•
|
Registration Statement (Form S-4 No. 333-163509)
|
•
|
Registration Statement (Form S-8 No. 333-165454)
|
•
|
Registration Statement (Form S-3 No. 333-178017)
|
•
|
Registration Statement (Form S-8 No. 333-179699)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Nolan D. Archibald
|
|
Executive Chairman
|
|
February 19, 2013
|
|
Nolan D. Archibald
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John F. Lundgren
|
|
Chief Executive Officer and Director
|
|
February 19, 2013
|
|
John F. Lundgren
|
|
|
|
|
|
|
|
|
|||
|
|
Director
|
|
|
|
John G. Breen
|
|
|
|
|
|
|
|
|
|||
/s/ George W. Buckley
|
|
Director
|
|
February 19, 2013
|
|
George W. Buckley
|
|
|
|
|
|
|
|
|
|||
/s/ Patrick D. Campbell
|
|
Director
|
|
February 19, 2013
|
|
Patrick D. Campbell
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Carlos M. Cardoso
|
|
Director
|
|
February 19, 2013
|
|
Carlos M. Cardoso
|
|
|
|
|
|
|
|
|
|||
|
|
Director
|
|
|
|
Virgis W. Colbert
|
|
|
|
|
|
|
|
|
|||
/s/ Robert B. Coutts
|
|
Director
|
|
February 19, 2013
|
|
Robert B. Coutts
|
|
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Benjamin H. Griswold, IV
|
|
Director
|
|
February 19, 2013
|
|
Benjamin H. Griswold, IV
|
|
|
|
|
|
|
|
|
|||
/s/ Eileen S. Kraus
|
|
Director
|
|
February 18, 2013
|
|
Eileen S. Kraus
|
|
|
|
|
|
|
|
|
|||
/s/ Anthony Luiso
|
|
Director
|
|
February 19, 2013
|
|
Anthony Luiso
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Marianne M. Parrs
|
|
Director
|
|
February 19, 2013
|
|
Marianne M. Parrs
|
|
|
|
|
|
|
|
|
|
||
/s/ Robert L. Ryan
|
|
Director
|
|
February 18, 2013
|
|
Robert L. Ryan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John F. Lundgren
|
Date:
|
February 20, 2013
|
John F. Lundgren
|
|
|
Chief Executive Officer
|
|
|
/s/ Donald Allan Jr.
|
Date:
|
February 20, 2013
|
Donald Allan Jr.
|
|
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Senior Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ John F. Lundgren
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John F. Lundgren
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Chief Executive Officer
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February 20, 2013
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Donald Allan Jr.
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Donald Allan Jr.
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Senior Vice President and Chief Financial Officer
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February 20, 2013
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