þ
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QUARTERLY 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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STANLEY BLACK & DECKER, INC.
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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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\\nbc-prd-hypfs-01\K
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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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(860) 225-5111
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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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¨
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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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Year-to-Date
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||||||
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2013
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|
2012
|
||||
Net Sales
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$
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2,487.2
|
|
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$
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2,426.1
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Costs and Expenses
|
|
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|
||||
Cost of sales
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$
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1,576.3
|
|
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$
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1,514.1
|
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Selling, general and administrative
|
668.1
|
|
|
635.0
|
|
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Provision for doubtful accounts
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1.8
|
|
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2.3
|
|
||
Other-net
|
71.0
|
|
|
67.9
|
|
||
Restructuring charges and asset impairments
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42.9
|
|
|
40.0
|
|
||
Interest expense
|
39.9
|
|
|
33.9
|
|
||
Interest income
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(3.2
|
)
|
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(2.5
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)
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||
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$
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2,396.8
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$
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2,290.7
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Earnings from continuing operations before income taxes
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90.4
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|
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135.4
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Income taxes on continuing operations
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8.8
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29.8
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Earnings from continuing operations
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$
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81.6
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|
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$
|
105.6
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Less: Net loss attributable to non-controlling interests
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(0.4
|
)
|
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(0.7
|
)
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Net earnings from continuing operations attributable to common shareowners
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82.0
|
|
|
106.3
|
|
||
Net (loss) earnings from discontinued operations
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$
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(0.9
|
)
|
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$
|
15.5
|
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Net Earnings Attributable to Common Shareowners
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$
|
81.1
|
|
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$
|
121.8
|
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Total Comprehensive (Loss) Income Attributable to Common Shareowners
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$
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(61.1
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)
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$
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198.7
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Basic earnings (loss) per share of common stock:
|
|
|
|
||||
Continuing operations
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$
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0.53
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|
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$
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0.65
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Discontinued operations
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(0.01
|
)
|
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0.09
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Total basic earnings per share of common stock
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$
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0.52
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|
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$
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0.74
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Diluted earnings (loss) per share of common stock:
|
|
|
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||||
Continuing operations
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$
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0.52
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|
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$
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0.63
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Discontinued operations
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(0.01
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)
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0.09
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Total diluted earnings per share of common stock
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$
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0.51
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$
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0.72
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Dividends per shares of common stock
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$
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0.49
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$
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0.41
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Weighted Average Shares Outstanding (in thousands):
|
|
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||||
Basic
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155,552
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|
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164,530
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Diluted
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158,994
|
|
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168,948
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March 30,
2013 |
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December 29,
2012 |
||||
ASSETS
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Current Assets
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|
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|
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Cash and cash equivalents
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$
|
557.5
|
|
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$
|
716.0
|
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Accounts and notes receivable, net
|
1,782.7
|
|
|
1,537.6
|
|
||
Inventories, net
|
1,539.7
|
|
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1,316.0
|
|
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Assets held for sale
|
83.9
|
|
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135.2
|
|
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Other current assets
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462.1
|
|
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394.1
|
|
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Total Current Assets
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4,425.9
|
|
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4,098.9
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Property, Plant and Equipment, net
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1,354.6
|
|
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1,333.6
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Goodwill
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7,338.9
|
|
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7,021.1
|
|
||
Intangibles, net
|
3,340.5
|
|
|
2,934.4
|
|
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Other Assets
|
437.6
|
|
|
456.0
|
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Total Assets
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$
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16,897.5
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$
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15,844.0
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Liabilities and Shareowners’ Equity
|
|
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Current Liabilities
|
|
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|
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Short-term borrowings
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$
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1,331.9
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$
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1.1
|
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Current maturities of long-term debt
|
10.6
|
|
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10.4
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Accounts payable
|
1,514.8
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1,349.7
|
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Accrued expenses
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1,267.6
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1,681.5
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Liabilities held for sale
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7.7
|
|
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30.9
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Total Current Liabilities
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4,132.6
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|
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3,073.6
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Long-Term Debt
|
3,494.1
|
|
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3,526.5
|
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Deferred Taxes
|
1,033.4
|
|
|
946.9
|
|
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Post-retirement Benefits
|
782.9
|
|
|
816.3
|
|
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Other Liabilities
|
795.4
|
|
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753.6
|
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Commitments and Contingencies (Note R)
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—
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—
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Shareowners’ Equity
|
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Stanley Black & Decker, Inc. Shareowners’ Equity
|
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Preferred stock, without par value:
Authorized and unissued 10,000,000 shares
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Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2013 and 2012
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Issued 176,906,265 shares in 2013 and 2012
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442.3
|
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442.3
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Retained earnings
|
3,304.8
|
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3,299.5
|
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Additional paid in capital
|
4,435.9
|
|
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4,473.5
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Accumulated other comprehensive loss
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(530.2
|
)
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(388.0
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)
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ESOP
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(61.4
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)
|
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(62.8
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)
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7,591.4
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7,764.5
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Less: cost of common stock in treasury
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(976.7
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)
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(1,097.4
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)
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Stanley Black & Decker, Inc. Shareowners’ Equity
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6,614.7
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6,667.1
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Non-controlling interests
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44.4
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60.0
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Total Shareowners’ Equity
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6,659.1
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|
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6,727.1
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Total Liabilities and Shareowners’ Equity
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$
|
16,897.5
|
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$
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15,844.0
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Year-to-Date
|
||||||
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2013
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2012
|
||||
OPERATING ACTIVITIES
|
|
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|
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Net earnings attributable to common shareowners
|
$
|
81.1
|
|
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$
|
121.8
|
|
Adjustments to reconcile net earnings to cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization of property, plant and equipment
|
58.5
|
|
|
63.2
|
|
||
Amortization of intangibles
|
47.3
|
|
|
52.6
|
|
||
Asset Impairments
|
16.5
|
|
|
—
|
|
||
Changes in working capital
|
(195.0
|
)
|
|
(152.2
|
)
|
||
Changes in other assets and liabilities
|
(155.9
|
)
|
|
(117.7
|
)
|
||
Cash used in operating activities
|
(147.5
|
)
|
|
(32.3
|
)
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(79.5
|
)
|
|
(61.5
|
)
|
||
Business acquisitions, net of cash acquired
|
(853.9
|
)
|
|
(114.7
|
)
|
||
Proceeds from sale of assets
|
1.0
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|
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1.9
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|
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(Payments) proceeds on net investment hedge settlements
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(9.2
|
)
|
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2.0
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|
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Cash used in investing activities
|
(941.6
|
)
|
|
(172.3
|
)
|
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FINANCING ACTIVITIES
|
|
|
|
||||
Payments on long-term debt
|
(0.6
|
)
|
|
(0.3
|
)
|
||
Stock purchase contract fees
|
(0.8
|
)
|
|
(0.8
|
)
|
||
Net short-term borrowings
|
1,330.5
|
|
|
196.8
|
|
||
Cash dividends on common stock
|
(79.1
|
)
|
|
(69.9
|
)
|
||
Payment on forward stock purchase contract
|
(350.0
|
)
|
|
—
|
|
||
Termination of interest rate swaps
|
—
|
|
|
35.8
|
|
||
Termination of forward starting interest rate swap
|
—
|
|
|
(56.4
|
)
|
||
Proceeds from issuances of common stock
|
83.2
|
|
|
64.6
|
|
||
Purchases of common stock for treasury
|
(21.1
|
)
|
|
(10.9
|
)
|
||
Cash provided by financing activities
|
962.1
|
|
|
158.9
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(31.5
|
)
|
|
22.4
|
|
||
Change in cash and cash equivalents
|
(158.5
|
)
|
|
(23.3
|
)
|
||
Cash and cash equivalents, beginning of period
|
716.0
|
|
|
906.9
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
557.5
|
|
|
$
|
883.6
|
|
A.
|
Basis of Presentation
|
B.
|
New Accounting Standards
|
C.
|
Earnings Per Share
|
|
Year-to-Date
|
||||||
|
2013
|
|
2012
|
||||
Numerator (in millions):
|
|
|
|
||||
Net earnings from continuing operations attributable to common shareowners
|
$
|
82.0
|
|
|
$
|
106.3
|
|
Net (loss) earnings from discontinued operations
|
(0.9
|
)
|
|
15.5
|
|
||
Net earnings attributable to common shareowners
|
$
|
81.1
|
|
|
$
|
121.8
|
|
Less: Earnings attributable to participating restricted stock units (“RSU’s”)
|
(0.1
|
)
|
|
(0.2
|
)
|
||
Net Earnings — basic
|
$
|
81.0
|
|
|
$
|
121.6
|
|
Net Earnings — dilutive
|
$
|
81.1
|
|
|
$
|
121.8
|
|
|
Year-to-Date
|
||||||
|
2013
|
|
2012
|
||||
Denominator (in thousands):
|
|
|
|
||||
Basic earnings per share — weighted-average shares
|
155,552
|
|
|
164,530
|
|
||
Dilutive effect of stock options, awards and convertible preferred units and notes
|
3,442
|
|
|
4,418
|
|
||
Diluted earnings per share — weighted-average shares
|
158,994
|
|
|
168,948
|
|
||
Earnings per share of common stock:
|
|
|
|
||||
Basic earnings per share of common stock:
|
|
|
|
||||
Continuing operations
|
$
|
0.53
|
|
|
$
|
0.65
|
|
Discontinued operations
|
(0.01
|
)
|
|
0.09
|
|
||
Total basic earnings per share of common stock
|
$
|
0.52
|
|
|
$
|
0.74
|
|
Diluted earnings per share of common stock:
|
|
|
|
||||
Continuing operations
|
$
|
0.52
|
|
|
$
|
0.63
|
|
Discontinued operations
|
(0.01
|
)
|
|
0.09
|
|
||
Total dilutive earnings per share of common stock
|
$
|
0.51
|
|
|
$
|
0.72
|
|
|
Year-to-Date
|
||||
|
2013
|
|
2012
|
||
Number of stock options
|
995
|
|
|
1,686
|
|
Number of stock warrants
|
—
|
|
|
4,939
|
|
E.
|
Inventories
|
|
2013
|
|
2012
|
||||
Finished products
|
$
|
1,144.7
|
|
|
$
|
962.0
|
|
Work in process
|
133.5
|
|
|
124.1
|
|
||
Raw materials
|
261.5
|
|
|
229.9
|
|
||
Total
|
$
|
1,539.7
|
|
|
$
|
1,316.0
|
|
F.
|
Acquisitions
|
|
Year-to-Date
|
||||||
(Millions of Dollars, except per share amounts)
|
2013
|
|
2012
|
||||
Net sales
|
$
|
2,575.5
|
|
|
$
|
2,619.8
|
|
Net earnings attributable to common shareowners
|
98.6
|
|
|
106.1
|
|
||
Diluted earnings per share-continuing operations
|
0.62
|
|
|
0.63
|
|
•
|
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, 2013 to the acquisition dates, adjusted for the applicable tax impact.
|
•
|
Because the 2013 acquisitions were assumed to occur on January 1, 2012, there were no deal costs or inventory step-up amortization factored into the 2013 pro-forma year, as such expenses would have occurred in the first year following the acquisition.
|
•
|
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 March 31, 2012.
|
•
|
Additional expense for deal costs and 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, where applicable.
|
•
|
Because the 2013 acquisitions were funded using existing sources of liquidity, additional interest expense was factored into the 2012 pro-forma year.
|
•
|
The modifications above were adjusted for the applicable tax impact.
|
G.
|
Goodwill
|
(Millions of Dollars)
|
CDIY
|
|
Industrial
|
|
Security
|
|
Total
|
||||||||
Balance December 29, 2012
|
$
|
3,030.5
|
|
|
$
|
1,394.3
|
|
|
$
|
2,596.3
|
|
|
$
|
7,021.1
|
|
Addition from acquisitions
|
1.1
|
|
|
367.8
|
|
|
42.0
|
|
|
410.9
|
|
||||
Foreign currency translation
|
(44.2
|
)
|
|
(31.4
|
)
|
|
(17.5
|
)
|
|
(93.1
|
)
|
||||
Balance March 30, 2013
|
$
|
2,987.4
|
|
|
$
|
1,730.7
|
|
|
$
|
2,620.8
|
|
|
$
|
7,338.9
|
|
H.
|
Long-Term Debt and Financing Arrangements
|
|
Interest Rate
|
|
2013
|
|
2012
|
||||
Notes payable due 2016
|
5.75%
|
|
325.1
|
|
|
326.8
|
|
||
Notes payable due in 2018 (junior subordinated)
|
4.25%
|
|
632.5
|
|
|
632.5
|
|
||
Notes payable due 2021
|
3.40%
|
|
410.7
|
|
|
417.1
|
|
||
Notes payable due 2022
|
2.90%
|
|
799.3
|
|
|
799.3
|
|
||
Notes payable due 2028
|
7.05%
|
|
164.7
|
|
|
169.6
|
|
||
Notes payable due 2040
|
5.20%
|
|
384.7
|
|
|
404.4
|
|
||
Notes payable due 2052 (junior subordinated)
|
5.75%
|
|
750.0
|
|
|
750.0
|
|
||
Other, payable in varying amounts through 2021
|
0.00% – 7.14%
|
|
37.7
|
|
|
37.2
|
|
||
Total long-term debt, including current maturities
|
|
|
$
|
3,504.7
|
|
|
$
|
3,536.9
|
|
Less: Current maturities of long-term debt
|
|
|
(10.6
|
)
|
|
(10.4
|
)
|
||
Long-term debt
|
|
|
$
|
3,494.1
|
|
|
$
|
3,526.5
|
|
|
Balance Sheet
Classification
|
|
2013
|
|
2012
|
|
Balance Sheet
Classification
|
|
2013
|
|
2012
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts Fair Value
|
Other current assets
|
|
20.3
|
|
|
18.5
|
|
|
Accrued expenses
|
|
2.1
|
|
|
3.3
|
|
||||
|
LT other assets
|
|
—
|
|
|
6.4
|
|
|
LT other
liabilities
|
|
32.8
|
|
|
4.6
|
|
||||
Foreign Exchange Contracts Cash Flow
|
Other current assets
|
|
2.4
|
|
|
—
|
|
|
Accrued expenses
|
|
1.1
|
|
|
2.6
|
|
||||
Net Investment Hedge
|
Other current assets
|
|
42.3
|
|
|
0.2
|
|
|
Accrued expenses
|
|
1.6
|
|
|
25.7
|
|
||||
|
|
|
$
|
65.0
|
|
|
$
|
25.1
|
|
|
|
|
$
|
37.6
|
|
|
$
|
36.2
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign Exchange Contracts
|
Other current assets
|
|
$
|
32.3
|
|
|
$
|
73.9
|
|
|
Accrued expenses
|
|
$
|
89.3
|
|
|
$
|
46.4
|
|
|
LT other assets
|
|
—
|
|
|
—
|
|
|
LT other liabilities
|
|
5.1
|
|
|
8.9
|
|
||||
|
|
|
$
|
32.3
|
|
|
$
|
73.9
|
|
|
|
|
$
|
94.4
|
|
|
$
|
55.3
|
|
Year-to-date 2013
(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*)
|
||||||
Foreign Exchange Contracts
|
$
|
3.1
|
|
|
Cost of Sales
|
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
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
|
$
|
1.4
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
$
|
(1.2
|
)
|
|
Cost of sales
|
|
$
|
4.9
|
|
|
—
|
|
|
Year-to-Date 2013
|
Year-to-Date 2012
|
||||||||
Income Statement
Classification
|
Gain/(Loss) on
Swaps
|
|
Gain /(Loss) on
Borrowings
|
Gain/(Loss) on
Swaps
|
|
Gain /(Loss) on
Borrowings
|
||||
Interest Expense
|
$(30.4)
|
|
$30.4
|
$
|
(2.6
|
)
|
|
$
|
2.6
|
|
|
Year-to-Date 2013
|
|
Year-to-Date 2012
|
||||||||||||||||||||
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
|
$
|
58.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(31.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives Not
Designated as Hedging
Instruments under ASC 815
|
Income Statement
Classification
|
|
Year-to-Date 2013
Amount of Gain (Loss)
Recorded in Income on
Derivative
|
|
Year-to-Date 2012
Amount of Gain (Loss)
Recorded in Income on
Derivative
|
||||
Foreign Exchange Contracts
|
Other-net
|
|
$
|
(60.6
|
)
|
|
$
|
(8.7
|
)
|
J.
|
Equity Arrangements
|
|
Currency translation adjustment
|
Unrealized (losses) gains on cash flow hedges, net of tax
|
Unrealized (losses) gains on net investment hedges, net of tax
|
Pension (losses) gains, net of tax
|
Total
|
|||||
Balance - December 29, 2012
|
29.4
|
|
(93.5
|
)
|
(63.3
|
)
|
(260.6
|
)
|
(388.0
|
)
|
Other comprehensive (loss) income before reclassifications
|
(194.5
|
)
|
3.0
|
|
36.5
|
|
7.5
|
|
(147.5
|
)
|
Reclassification adjustments to earnings
|
—
|
|
3.5
|
|
—
|
|
1.8
|
|
5.3
|
|
Net other comprehensive (loss) income
|
(194.5
|
)
|
6.5
|
|
36.5
|
|
9.3
|
|
(142.2
|
)
|
Balance - March 30, 2013
|
(165.1
|
)
|
(87.0
|
)
|
(26.8
|
)
|
(251.3
|
)
|
(530.2
|
)
|
Reclassifications from accumulated other comprehensive income (loss) to earnings
|
Reclassification adjustments
|
Affected line item in Consolidated Statements of Operations And Comprehensive Income
|
Realized losses on cash flow hedges
|
(5.6)
|
Cost of sales
|
Tax effect
|
2.1
|
Income taxes on continuing operations
|
Realized losses on cash flow hedges, net of tax
|
(3.5)
|
|
Amortization of defined benefit pension items:
|
|
|
Actuarial losses
|
(1.6)
|
Cost of sales
|
Actuarial losses
|
(1.0)
|
Selling, general and administrative
|
Total before taxes
|
(2.6)
|
|
Tax effect
|
0.8
|
Income taxes on continuing operations
|
Amortization of defined benefit pension items, net of tax
|
(1.8)
|
|
|
Year-to-Date
|
||||||||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
All Plans
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
$
|
1.9
|
|
|
$
|
1.7
|
|
|
$
|
3.5
|
|
|
$
|
2.9
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Interest cost
|
13.3
|
|
|
15.5
|
|
|
11.0
|
|
|
11.8
|
|
|
0.6
|
|
|
0.7
|
|
||||||
Expected return on plan assets
|
(16.1
|
)
|
|
(16.7
|
)
|
|
(10.5
|
)
|
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Amortization of net loss
|
1.6
|
|
|
1.5
|
|
|
1.2
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment (gain) loss
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
$
|
1.0
|
|
|
$
|
2.2
|
|
|
$
|
5.2
|
|
|
$
|
4.9
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
M.
|
Fair Value Measurements
|
|
Total Carrying
Value
|
|
Level 1
|
|
Level 2
|
||||||
March 30, 2013:
|
|
|
|
|
|
||||||
Money market fund
|
$
|
9.7
|
|
|
$
|
9.7
|
|
|
$
|
—
|
|
Derivative assets
|
$
|
97.3
|
|
|
$
|
—
|
|
|
$
|
97.3
|
|
Derivative liabilities
|
$
|
132.0
|
|
|
$
|
—
|
|
|
$
|
132.0
|
|
December 29, 2012:
|
|
|
|
|
|
||||||
Money market fund
|
$
|
68.0
|
|
|
$
|
68.0
|
|
|
$
|
—
|
|
Derivative assets
|
$
|
99.0
|
|
|
$
|
—
|
|
|
$
|
99.0
|
|
Derivative liabilities
|
$
|
91.5
|
|
|
$
|
—
|
|
|
$
|
91.5
|
|
|
March 30, 2013
|
|
December 29, 2012
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt, including current portion
|
$
|
3,504.7
|
|
|
$
|
3,639.1
|
|
|
$
|
3,536.9
|
|
|
$
|
3,677.3
|
|
Derivative assets
|
$
|
97.3
|
|
|
$
|
97.3
|
|
|
$
|
99.0
|
|
|
$
|
99.0
|
|
Derivative liabilities
|
$
|
132.0
|
|
|
$
|
132.0
|
|
|
$
|
91.5
|
|
|
$
|
91.5
|
|
N.
|
Other Costs and Expenses
|
|
12/29/2012
|
|
Additions (Reversals), net
|
|
Usage
|
|
Currency
|
|
3/30/2013
|
||||||||||
2013 Actions
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and related costs
|
$
|
—
|
|
|
$
|
21.6
|
|
|
$
|
(1.6
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
19.5
|
|
Facility closures
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
(3.6
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
3.4
|
|
Asset Impairments
|
$
|
—
|
|
|
$
|
16.5
|
|
|
$
|
(16.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Subtotal 2013 actions
|
$
|
—
|
|
|
$
|
45.3
|
|
|
$
|
(21.7
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
22.9
|
|
Pre-2013 Actions
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and related costs
|
$
|
112.1
|
|
|
$
|
(2.5
|
)
|
|
$
|
(17.2
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
89.9
|
|
Facility closures
|
13.1
|
|
|
0.1
|
|
|
(0.7
|
)
|
|
—
|
|
|
12.5
|
|
|||||
Subtotal Pre-2013 actions
|
$
|
125.2
|
|
|
$
|
(2.4
|
)
|
|
$
|
(17.9
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
102.4
|
|
Total
|
$
|
125.2
|
|
|
$
|
42.9
|
|
|
$
|
(39.6
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
125.3
|
|
P.
|
Income Taxes
|
Q.
|
Business Segments
|
|
Year-to-Date
|
||||||
|
2013
|
|
2012
|
||||
NET SALES
|
|
|
|
||||
CDIY
|
$
|
1,192.4
|
|
|
$
|
1,172.0
|
|
Security
|
599.4
|
|
|
592.1
|
|
||
Industrial
|
695.4
|
|
|
662.0
|
|
||
Total
|
$
|
2,487.2
|
|
|
$
|
2,426.1
|
|
SEGMENT PROFIT
|
|
|
|
||||
CDIY
|
$
|
169.2
|
|
|
$
|
148.4
|
|
Security
|
55.3
|
|
|
69.8
|
|
||
Industrial
|
85.5
|
|
|
122.9
|
|
||
Segment profit
|
310.0
|
|
|
341.1
|
|
||
Corporate overhead
|
(69.0
|
)
|
|
(66.4
|
)
|
||
Other-net
|
(71.0
|
)
|
|
(67.9
|
)
|
||
Restructuring charges and asset impairments
|
(42.9
|
)
|
|
(40.0
|
)
|
||
Interest expense
|
(39.9
|
)
|
|
(33.9
|
)
|
||
Interest income
|
3.2
|
|
|
2.5
|
|
||
Earnings from continuing operations before income taxes
|
$
|
90.4
|
|
|
$
|
135.4
|
|
|
March 30,
2013 |
|
December 29,
2012 |
||||
CDIY
|
$
|
7,671.1
|
|
|
$
|
7,437.9
|
|
Security
|
4,494.1
|
|
|
4,728.9
|
|
||
Industrial
|
4,618.8
|
|
|
3,456.9
|
|
||
|
16,784.0
|
|
|
15,623.7
|
|
||
Discontinued Operations
|
83.9
|
|
|
135.2
|
|
||
Corporate assets
|
29.6
|
|
|
85.1
|
|
||
Consolidated
|
$
|
16,897.5
|
|
|
$
|
15,844.0
|
|
R.
|
Commitments and Contingencies
|
S.
|
Guarantees
|
(Millions of Dollars)
|
Term
|
|
Maximum
Potential
Payment
|
|
Carrying
Amount of
Liability
|
||||
Guarantees on the residual values of leased properties
|
One to four years
|
|
$
|
26.4
|
|
|
$
|
—
|
|
Standby letters of credit
|
Up to three years
|
|
69.6
|
|
|
—
|
|
||
Commercial customer financing arrangements
|
Up to six years
|
|
17.2
|
|
|
13.2
|
|
||
Total
|
|
|
$
|
113.2
|
|
|
$
|
13.2
|
|
|
2013
|
|
2012
|
||||
Balance beginning of period
|
$
|
124.0
|
|
|
$
|
124.9
|
|
Warranties and guarantees issued
|
18.0
|
|
|
20.4
|
|
||
Warranty payments and currency
|
(24.3
|
)
|
|
(20.7
|
)
|
||
Balance end of period
|
$
|
117.7
|
|
|
$
|
124.6
|
|
T.
|
Parent and Subsidiary Debt Guarantees
|
|
Parent Stanley
Black & Decker, Inc. |
|
The Black &
Decker Corporation |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
NET SALES
|
$
|
311.8
|
|
|
$
|
—
|
|
|
$
|
2,261.9
|
|
|
$
|
(86.5
|
)
|
|
$
|
2,487.2
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
231.4
|
|
|
—
|
|
|
1,416.2
|
|
|
(71.3
|
)
|
|
1,576.3
|
|
|||||
Selling, general and administrative
|
170.8
|
|
|
0.7
|
|
|
513.6
|
|
|
(15.2
|
)
|
|
669.9
|
|
|||||
Other - net
|
(20.2
|
)
|
|
(15.5
|
)
|
|
106.7
|
|
|
—
|
|
|
71.0
|
|
|||||
Restructuring charges and asset impairments
|
16.5
|
|
|
—
|
|
|
26.4
|
|
|
—
|
|
|
42.9
|
|
|||||
Interest expense, net
|
30.3
|
|
|
6.6
|
|
|
(0.2
|
)
|
|
—
|
|
|
36.7
|
|
|||||
|
428.8
|
|
|
(8.2
|
)
|
|
2,062.7
|
|
|
(86.5
|
)
|
|
2,396.8
|
|
|||||
(Loss) earnings from continuing operations before income taxes (benefit) and equity in earnings of subsidiaries
|
(117.0
|
)
|
|
8.2
|
|
|
199.2
|
|
|
—
|
|
|
90.4
|
|
|||||
Income taxes (benefit) on continuing operations before equity in earnings of subsidiaries
|
(43.3
|
)
|
|
3.0
|
|
|
49.1
|
|
|
—
|
|
|
8.8
|
|
|||||
Equity in earnings of subsidiaries
|
155.7
|
|
|
114.9
|
|
|
—
|
|
|
(270.6
|
)
|
|
—
|
|
|||||
Earnings from continuing operations
|
82.0
|
|
|
120.1
|
|
|
150.1
|
|
|
(270.6
|
)
|
|
81.6
|
|
|||||
Less: net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Net earnings from continuing operations attributable to common shareholders
|
$
|
82.0
|
|
|
$
|
120.1
|
|
|
$
|
150.5
|
|
|
$
|
(270.6
|
)
|
|
$
|
82.0
|
|
Net loss from discontinued operations
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
0.9
|
|
|
$
|
(0.9
|
)
|
NET EARNINGS ATTRIBUTABLE TO COMMON SHAREOWNERS
|
$
|
81.1
|
|
|
$
|
120.1
|
|
|
$
|
149.6
|
|
|
$
|
(269.7
|
)
|
|
$
|
81.1
|
|
Total Comprehensive (Loss) Income Attributable to Common Shareowners
|
$
|
(61.1
|
)
|
|
$
|
26.4
|
|
|
$
|
(53.1
|
)
|
|
$
|
26.7
|
|
|
$
|
(61.1
|
)
|
|
Parent Stanley
Black & Decker,
Inc.
|
|
The Black &
Decker
Corporation
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET SALES
|
$
|
338.4
|
|
|
$
|
—
|
|
|
$
|
2,177.7
|
|
|
$
|
(90.0
|
)
|
|
$
|
2,426.1
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
220.3
|
|
|
—
|
|
|
1,365.3
|
|
|
(71.5
|
)
|
|
1,514.1
|
|
|||||
Selling, general and administrative
|
168.4
|
|
|
6.1
|
|
|
481.3
|
|
|
(18.5
|
)
|
|
637.3
|
|
|||||
Other - net
|
(12.9
|
)
|
|
(17.8
|
)
|
|
98.6
|
|
|
—
|
|
|
67.9
|
|
|||||
Restructuring charges and asset impairments
|
—
|
|
|
—
|
|
|
40.0
|
|
|
—
|
|
|
40.0
|
|
|||||
Interest expense, net
|
20.4
|
|
|
11.7
|
|
|
(0.7
|
)
|
|
—
|
|
|
31.4
|
|
|||||
|
396.2
|
|
|
—
|
|
|
1,984.5
|
|
|
(90.0
|
)
|
|
2,290.7
|
|
|||||
(Loss) earnings from continuing operations before income taxes and equity in earnings of subsidiaries
|
(57.8
|
)
|
|
—
|
|
|
193.2
|
|
|
—
|
|
|
135.4
|
|
|||||
Income taxes (benefit) on continuing operations before equity in earnings of subsidiaries
|
(17.9
|
)
|
|
—
|
|
|
47.7
|
|
|
—
|
|
|
29.8
|
|
|||||
Equity in earnings of subsidiaries
|
146.2
|
|
|
109.0
|
|
|
—
|
|
|
(255.2
|
)
|
|
—
|
|
|||||
Earnings from continuing operations
|
106.3
|
|
|
109.0
|
|
|
145.5
|
|
|
(255.2
|
)
|
|
105.6
|
|
|||||
Less: net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||||
Net earnings from continuing operations attributable to common shareholders
|
$
|
106.3
|
|
|
$
|
109.0
|
|
|
$
|
146.2
|
|
|
$
|
(255.2
|
)
|
|
$
|
106.3
|
|
Net earnings from discontinued operations
|
$
|
15.5
|
|
|
$
|
14.5
|
|
|
$
|
15.5
|
|
|
$
|
(30.0
|
)
|
|
$
|
15.5
|
|
NET EARNINGS ATTRIBUTABLE TO COMMON SHAREOWNERS
|
$
|
121.8
|
|
|
$
|
123.5
|
|
|
$
|
161.7
|
|
|
$
|
(285.2
|
)
|
|
$
|
121.8
|
|
Total Comprehensive Income Attributable to Common Shareowners
|
$
|
198.7
|
|
|
$
|
54.0
|
|
|
$
|
270.0
|
|
|
$
|
(324.0
|
)
|
|
$
|
198.7
|
|
|
Parent Stanley
Black & Decker,
Inc.
|
|
The Black &
Decker
Corporation
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1.0
|
|
|
$
|
0.3
|
|
|
$
|
556.2
|
|
|
$
|
—
|
|
|
$
|
557.5
|
|
Accounts and notes receivable, net
|
86.0
|
|
|
—
|
|
|
1,696.7
|
|
|
—
|
|
|
1,782.7
|
|
|||||
Inventories, net
|
152.6
|
|
|
—
|
|
|
1,387.1
|
|
|
—
|
|
|
1,539.7
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
83.9
|
|
|
|
|
|
83.9
|
|
|||||
Other current assets
|
126.9
|
|
|
—
|
|
|
335.2
|
|
|
—
|
|
|
462.1
|
|
|||||
Total Current Assets
|
366.5
|
|
|
0.3
|
|
|
4,059.1
|
|
|
—
|
|
|
4,425.9
|
|
|||||
Property, plant and equipment, net
|
200.0
|
|
|
—
|
|
|
1,154.6
|
|
|
—
|
|
|
1,354.6
|
|
|||||
Goodwill and intangibles, net
|
148.2
|
|
|
1,412.7
|
|
|
9,118.5
|
|
|
—
|
|
|
10,679.4
|
|
|||||
Investment in subsidiaries
|
10,574.1
|
|
|
2,883.8
|
|
|
—
|
|
|
(13,457.9
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
—
|
|
|
7,604.9
|
|
|
8,397.4
|
|
|
(16,002.3
|
)
|
|
—
|
|
|||||
Other assets
|
55.1
|
|
|
70.1
|
|
|
312.4
|
|
|
—
|
|
|
437.6
|
|
|||||
Total Assets
|
$
|
11,343.9
|
|
|
$
|
11,971.8
|
|
|
$
|
23,042.0
|
|
|
$
|
(29,460.2
|
)
|
|
$
|
16,897.5
|
|
LIABILITIES AND SHAREOWNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
1,330.6
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1,331.9
|
|
Current maturities of long-term debt
|
5.5
|
|
|
2.8
|
|
|
2.3
|
|
|
—
|
|
|
10.6
|
|
|||||
Accounts payable and accrued expenses
|
122.9
|
|
|
4.4
|
|
|
2,655.1
|
|
|
—
|
|
|
2,782.4
|
|
|||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
7.7
|
|
|
|
|
|
7.7
|
|
|||||
Total Current Liabilities
|
1,459.0
|
|
|
7.2
|
|
|
2,666.4
|
|
|
—
|
|
|
4,132.6
|
|
|||||
Long-term debt
|
3,001.2
|
|
|
322.3
|
|
|
170.6
|
|
|
—
|
|
|
3,494.1
|
|
|||||
Other liabilities
|
12.7
|
|
|
659.0
|
|
|
1,940.0
|
|
|
—
|
|
|
2,611.7
|
|
|||||
Intercompany payables
|
256.3
|
|
|
8,615.2
|
|
|
7,130.8
|
|
|
(16,002.3
|
)
|
|
—
|
|
|||||
Accumulated other comprehensive loss
|
(530.2
|
)
|
|
(794.9
|
)
|
|
(336.5
|
)
|
|
1,131.4
|
|
|
(530.2
|
)
|
|||||
Other shareowners’ equity
|
7,144.9
|
|
|
3,163.0
|
|
|
11,426.3
|
|
|
(14,589.3
|
)
|
|
7,144.9
|
|
|||||
Non-controlling interests
|
—
|
|
|
—
|
|
|
44.4
|
|
|
—
|
|
|
44.4
|
|
|||||
Total Shareowners’ Equity
|
6,614.7
|
|
|
2,368.1
|
|
|
11,134.2
|
|
|
(13,457.9
|
)
|
|
6,659.1
|
|
|||||
Total Liabilities and Shareowners’ Equity
|
$
|
11,343.9
|
|
|
$
|
11,971.8
|
|
|
$
|
23,042.0
|
|
|
$
|
(29,460.2
|
)
|
|
$
|
16,897.5
|
|
|
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
|
|
|
1,425.4
|
|
|
—
|
|
|
1,537.6
|
|
|||||
Inventories, net
|
139.9
|
|
|
—
|
|
|
1,176.1
|
|
|
—
|
|
|
1,316.0
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
135.2
|
|
|
—
|
|
|
135.2
|
|
|||||
Other current assets
|
46.8
|
|
|
—
|
|
|
347.3
|
|
|
—
|
|
|
394.1
|
|
|||||
Total Current Assets
|
381.7
|
|
|
2.2
|
|
|
3,715.0
|
|
|
—
|
|
|
4,098.9
|
|
|||||
Property, plant and equipment, net
|
217.4
|
|
|
—
|
|
|
1,116.2
|
|
|
—
|
|
|
1,333.6
|
|
|||||
Goodwill and intangibles, net
|
148.2
|
|
|
1,415.1
|
|
|
8,392.2
|
|
|
—
|
|
|
9,955.5
|
|
|||||
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
|
|
|
328.1
|
|
|
—
|
|
|
456.0
|
|
|||||
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
|
|
|
2,704.9
|
|
|
—
|
|
|
3,031.2
|
|
|||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
30.9
|
|
|
|
|
30.9
|
|
||||||
Total Current Liabilities
|
293.9
|
|
|
40.5
|
|
|
2,739.2
|
|
|
—
|
|
|
3,073.6
|
|
|||||
Long-term debt
|
3,028.0
|
|
|
324.0
|
|
|
174.5
|
|
|
—
|
|
|
3,526.5
|
|
|||||
Other liabilities
|
(54.5
|
)
|
|
619.8
|
|
|
1,951.5
|
|
|
—
|
|
|
2,516.8
|
|
|||||
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
|
||||||||||
Cash (used in) provided by operating activities
|
$
|
(498.5
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
352.7
|
|
|
$
|
—
|
|
|
$
|
(147.5
|
)
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(9.4
|
)
|
|
—
|
|
|
(70.1
|
)
|
|
—
|
|
|
(79.5
|
)
|
|||||
Business acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(853.9
|
)
|
|
—
|
|
|
(853.9
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||||
Intercompany payables and receivables
|
(877.7
|
)
|
|
(27.8
|
)
|
|
—
|
|
|
905.5
|
|
|
—
|
|
|||||
Payments on net investment hedge settlements
|
(9.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|||||
Cash (used in) provided by investing activities
|
(896.3
|
)
|
|
(27.8
|
)
|
|
(923.0
|
)
|
|
905.5
|
|
|
(941.6
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Stock purchase contract fees
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||
Net short-term borrowings
|
1,330.4
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
1,330.5
|
|
|||||
Cash dividends on common stock
|
(79.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79.1
|
)
|
|||||
Payment on forward stock purchase contract
|
—
|
|
|
—
|
|
|
(350.0
|
)
|
|
—
|
|
|
(350.0
|
)
|
|||||
Proceeds from the issuance of common stock
|
83.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83.2
|
|
|||||
Purchases of common stock for treasury
|
(21.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.1
|
)
|
|||||
Intercompany payables and receivables
|
—
|
|
|
28.3
|
|
|
877.2
|
|
|
(905.5
|
)
|
|
—
|
|
|||||
Cash provided (used in) by financing activities
|
1,312.3
|
|
|
28.3
|
|
|
527.0
|
|
|
(905.5
|
)
|
|
962.1
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(31.5
|
)
|
|
—
|
|
|
(31.5
|
)
|
|||||
Change in cash and cash equivalents
|
(82.5
|
)
|
|
(1.2
|
)
|
|
(74.8
|
)
|
|
—
|
|
|
(158.5
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
83.5
|
|
|
1.5
|
|
|
631.0
|
|
|
—
|
|
|
716.0
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
1.0
|
|
|
$
|
0.3
|
|
|
$
|
556.2
|
|
|
$
|
—
|
|
|
$
|
557.5
|
|
|
Parent Stanley
Black
& Decker, Inc.
|
|
The Black
& Decker
Corporation
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash (used in) provided by operating activities
|
$
|
(267.9
|
)
|
|
$
|
(27.9
|
)
|
|
$
|
263.5
|
|
|
$
|
—
|
|
|
$
|
(32.3
|
)
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(10.3
|
)
|
|
—
|
|
|
(51.2
|
)
|
|
—
|
|
|
(61.5
|
)
|
|||||
Business acquisitions, net of cash acquired
|
(93.8
|
)
|
|
—
|
|
|
(20.9
|
)
|
|
—
|
|
|
(114.7
|
)
|
|||||
Proceeds from sale of assets
|
0.9
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.9
|
|
|||||
Intercompany payables and receivables
|
175.4
|
|
|
185.0
|
|
|
—
|
|
|
(360.4
|
)
|
|
—
|
|
|||||
Proceeds on net investment hedge settlements
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||
Cash provided (used in) by investing activities
|
72.2
|
|
|
187.0
|
|
|
(71.1
|
)
|
|
(360.4
|
)
|
|
(172.3
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Stock purchase contract fees
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||
Net short-term borrowings (repayments)
|
196.9
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
196.8
|
|
|||||
Cash dividends on common stock
|
(69.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69.9
|
)
|
|||||
Termination of interest rate swaps
|
15.2
|
|
|
20.6
|
|
|
—
|
|
|
—
|
|
|
35.8
|
|
|||||
Termination of forward starting interest rate swap
|
(56.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56.4
|
)
|
|||||
Proceeds from the issuance of common stock
|
64.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64.6
|
|
|||||
Purchases of common stock for treasury
|
(10.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|||||
Intercompany payables and receivables
|
—
|
|
|
(161.4
|
)
|
|
(199.0
|
)
|
|
360.4
|
|
|
—
|
|
|||||
Cash provided by (used in) financing activities
|
138.4
|
|
|
(140.8
|
)
|
|
(199.1
|
)
|
|
360.4
|
|
|
158.9
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
22.4
|
|
|
—
|
|
|
22.4
|
|
|||||
Change in cash and cash equivalents
|
(57.3
|
)
|
|
18.3
|
|
|
15.7
|
|
|
—
|
|
|
(23.3
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
56.2
|
|
|
1.4
|
|
|
849.3
|
|
|
—
|
|
|
906.9
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
(1.1
|
)
|
|
$
|
19.7
|
|
|
$
|
865.0
|
|
|
$
|
—
|
|
|
$
|
883.6
|
|
U.
|
Subsequent Events
|
•
|
$13 million
reducing Gross Profit pertaining mainly to amortization of the inventory step-up adjustment for the Infastech acquisition;
|
•
|
$34 million
in SG&A primarily for integration-related administrative costs and consulting fees, as well as employee related matters;
|
•
|
$16 million
in Other, net predominately for deal transaction costs; and
|
•
|
$43 million
in restructuring charges primarily for Niscayah-related restructuring charges and cost containment actions associated with the severance of employees.
|
•
|
$2 million
reducing Gross Profit primarily relating to facility closure-related charges;
|
•
|
$
28 million
in SG&A primarily for integration-related administrative costs and consulting fees, as well as employee related matters;
|
•
|
$
10 million
in Other, net predominately for transaction costs; and
|
•
|
$
40 million
in restructuring charges primarily for severance and the planned closure of facilities.
|
|
Year-to-Date
|
||||||
(Millions of Dollars)
|
2013
|
|
2012
|
||||
Net sales
|
$
|
1,192.4
|
|
|
$
|
1,172.0
|
|
Segment profit
|
$
|
169.2
|
|
|
$
|
148.4
|
|
% of Net sales
|
14.2
|
%
|
|
12.7
|
%
|
|
Year-to-Date
|
||||||
(Millions of Dollars)
|
2013
|
|
2012
|
||||
Net sales
|
$
|
599.4
|
|
|
$
|
592.1
|
|
Segment profit
|
$
|
55.3
|
|
|
$
|
69.8
|
|
% of Net sales
|
9.2
|
%
|
|
11.8
|
%
|
|
Year-to-Date
|
||||||
(Millions of Dollars)
|
2013
|
|
2012
|
||||
Net sales
|
$
|
695.4
|
|
|
$
|
662.0
|
|
Segment profit
|
$
|
85.5
|
|
|
$
|
122.9
|
|
% of Net sales
|
12.3
|
%
|
|
18.6
|
%
|
|
12/29/2012
|
|
Additions (Reversals), net
|
|
Usage
|
|
Currency
|
|
3/30/2013
|
||||||||||
2013 Actions
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and related costs
|
$
|
—
|
|
|
$
|
21.6
|
|
|
$
|
(1.6
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
19.5
|
|
Facility closures
|
—
|
|
|
7.2
|
|
|
(3.6
|
)
|
|
(0.2
|
)
|
|
3.4
|
|
|||||
Asset Impairments
|
$
|
—
|
|
|
$
|
16.5
|
|
|
$
|
(16.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Subtotal 2013 actions
|
$
|
—
|
|
|
$
|
45.3
|
|
|
$
|
(21.7
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
22.9
|
|
Pre-2013 Actions
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and related costs
|
$
|
112.1
|
|
|
$
|
(2.5
|
)
|
|
$
|
(17.2
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
89.9
|
|
Facility closures
|
13.1
|
|
|
0.1
|
|
|
(0.7
|
)
|
|
—
|
|
|
12.5
|
|
|||||
Subtotal Pre-2013 actions
|
125.2
|
|
|
(2.4
|
)
|
|
(17.9
|
)
|
|
(2.5
|
)
|
|
102.4
|
|
|||||
Total
|
$
|
125.2
|
|
|
$
|
42.9
|
|
|
$
|
(39.6
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
125.3
|
|
|
Year to Date
|
||||||
(Millions of Dollars)
|
2013
|
|
2012
|
||||
Net cash used in operating activities
|
$
|
(147.5
|
)
|
|
$
|
(32.3
|
)
|
Less: capital expenditures
|
(79.5
|
)
|
|
(61.5
|
)
|
||
Free cash flow
|
$
|
(227.0
|
)
|
|
$
|
(93.8
|
)
|
2013
|
(a)
Total
Number Of
Shares
Purchased
|
|
Average Price
Paid Per
Share
|
|
Total Number
Of Shares
Purchased As
Part Of A Publicly
Announced Program
|
|
Maximum Number
Of Shares That
May Yet Be
Purchased Under
The Program
|
|||||
December 30 – February 2
|
15,492
|
|
|
$
|
72.49
|
|
|
—
|
|
|
—
|
|
February 3 – March 2
|
3,211
|
|
|
77.94
|
|
|
—
|
|
|
—
|
|
|
March 3 – March 30
|
125,849
|
|
|
79.62
|
|
|
—
|
|
|
—
|
|
|
|
144,552
|
|
|
$
|
78.82
|
|
|
—
|
|
|
|
(a)
|
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.
|
**
|
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
|
|
STANLEY BLACK & DECKER, INC.
|
||
|
|
|
|
|
Date:
|
April 26, 2013
|
By:
|
|
/s/ D
ONALD
A
LLAN
, J
R
.
|
|
|
|
|
Donald Allan, Jr.
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
Section 1.
|
Purpose
|
Section 2.
|
Definitions
|
(a)
|
“Affiliate” shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.
|
(b)
|
“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, or Other Stock-Based Award granted under the Plan.
|
(c)
|
“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award granted under the Plan. An Award Agreement may be in an electronic medium.
|
(d)
|
“Board of Directors” or “Board” shall mean the Board of Directors of the Company.
|
(e)
|
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
|
(f)
|
“Committee” shall mean the Compensation and Organization Committee of the Board.
|
(g)
|
“Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.
|
(h)
|
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.
|
(i)
|
“Fair Market Value” shall mean (i) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (ii) with respect to Shares, the average of the high and the low price of a Share as quoted on the New York Stock Exchange Composite Tape on the date as of which fair market value is to be determined (or if not then trading on the New York Stock Exchange, on the securities exchange or over-the-counter market on which the Shares are principally trading on such date) or, if there is no trading of Shares on such date, the average of the high and the low price on the next preceding date on which there was such trading. In the event that there is no public market for Shares on the date as of which fair market value is to be determined, the fair market value of Shares shall be as determined in good faith by the Committee.
|
(j)
|
“Immediate family members” of a Participant shall mean the Participant's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employee's household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the employee) control the management of assets, and any other entity in which these persons (or the employee) own more than fifty percent of the voting interests.
|
(k)
|
“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code, or any successor provision thereto.
|
(l)
|
“Non-Employee Director” shall mean any non-employee director of an Affiliate.
|
(m)
|
“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.
|
(n)
|
“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option, as applicable.
|
(o)
|
“Other Stock-Based Award” shall mean any right granted under Section 6(f) of the Plan.
|
(p)
|
“Participant” shall mean a Salaried Employee or Non-Employee Director designated to be granted an Award under the Plan.
|
(q)
|
“Performance Award” shall mean any Award granted under Section 6(d) of the Plan.
|
(r)
|
“Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.
|
(s)
|
“Released Securities” shall mean securities that were Restricted Securities with respect to which all applicable restrictions have expired, lapsed, or been waived.
|
(t)
|
“Restricted Securities” shall mean securities covered by Awards of Restricted Stock or other Awards under which issued and outstanding Shares are held subject to certain restrictions.
|
(u)
|
“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.
|
(v)
|
“Restricted Stock Unit” shall mean any right granted under Section 6(c) of the Plan that is denominated in Shares.
|
(w)
|
“Salaried Employee” shall mean any salaried employee of the Company or of any Affiliate.
|
(x)
|
“Shares” shall mean shares of the common stock of the Company, par value $2.50 per share, and such other securities or property as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4(b) of the Plan.
|
(y)
|
“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.
|
(z)
|
“2001 Plan” shall mean the Company's 2001 Long-Term Incentive Plan.
|
(aa)
|
“2009 Plan” shall mean the Company's 2009 Long-Term Incentive Plan.
|
Section 3.
|
Administration
|
Section 4.
|
Shares Available for Awards
|
(a)
|
Shares Available
. Subject to adjustment as provided in Section 4(b):
|
(i)
|
Calculation of Number of Shares Available
. The number of Shares authorized to be issued in connection with the granting of Awards under the Plan is sixteen million (16,000,000). In addition, if any Shares covered by an Award granted under the Plan or by an award granted under the 2009 Plan or the 2001 Plan, or to which such an Award or award relates, are forfeited, or if an Award or award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award or award, or to which such Award or award relates, or the number of Shares otherwise counted against the aggregate number of Shares available under the Plan with respect to such Award or award, to the extent of any such forfeiture or termination, shall again be, or shall become available for granting Awards under the Plan. Notwithstanding the foregoing but subject to adjustment as provided in Section 4(b), no more than one million (1,000,000) Shares shall be cumulatively available for delivery pursuant to the exercise of Incentive Stock Options. In the case of any Awards granted under the Plan, (x) each Share with respect to which an Option or stock-settled Stock Appreciation Right is granted under the Plan shall reduce the aggregate number of Shares that may be delivered under the Plan by one Share and (y) each share with respect to which any other Award denominated in Shares is granted under the Plan shall reduce the aggregate number of Shares that may be delivered under the Plan by 3.19 Shares.
|
(ii)
|
Accounting for Awards
. For purposes of this Section 4,
|
(A)
|
if an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant
|
(B)
|
Dividend Equivalents shall be counted against the aggregate number of Shares available for granting Awards under the Plan, if at all, only in such amount and at such time as the Committee shall determine under procedures adopted by the Committee consistent with the purposes of the Plan; provided, however, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards or awards granted under the 2009 Plan or the 2001 Plan may be counted or not counted under procedures adopted by the Committee in order to avoid double counting. Any Shares that are delivered by the Company, and any Awards that are granted by, or become obligations of, the Company through the assumption by the Company or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired company, shall not be counted against the Shares available for granting Awards under the Plan.
|
(iii)
|
Sources of Shares Deliverable Under Awards
. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or any other Shares.
|
(b)
|
Adjustments
. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation split-up, spin-off, combination repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the number and type of Shares (or other securities or property) specified as the annual per-participant limitation under Sections 6(g)(vi) and 6(g)(viii), and (iv) the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, in each case, that with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto; and provided further, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.
|
Section 5.
|
Eligibility
|
Section 6.
|
Awards
|
(a)
|
Options
. The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee may determine:
|
(i)
|
Exercise Price
. The purchase price per Share purchasable under an Option shall be determined by the Committee; provided, however, that such purchase price shall not be less than the Fair Market Value of a Share on the date of grant of such Option (or, if the Committee so determines, in the case of any Option retroactively granted in tandem with or in substitution for another Award or any outstanding award granted under any other plan of the Company, on the date of grant of such other Award or award).
|
(ii)
|
Option Term
. The term of each Option shall be fixed by the Committee; provided, however, that in no event shall the term of any Option exceed a period of ten years from the date of its grant.
|
(iii)
|
Time and Method of Exercise
. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms, including cash, Shares, other Awards, or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.
|
(iv)
|
Incentive Stock Options
. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. If any Participant shall make any disposition of Shares delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, such Participant shall notify the Company of such disposition within ten days thereof.
|
(v)
|
Transferability
. An Option shall not be transferable other than by will or the laws of descent and distribution or pursuant to a domestic relations order, as defined in the Code, and, during the Participant's lifetime, shall be exercisable only by the Participant, except that the Committee may:
|
(A)
|
permit exercise, during the Participant's lifetime, by the Participant's guardian or legal representative; and
|
(B)
|
permit transfer, upon the Participant's death, to beneficiaries designated by the Participant in a manner authorized by the Committee, provided that the Committee determines that such exercise and such transfer are consonant with requirements for exemption from Section 16(b) of the Exchange Act and, with respect to an Incentive Stock Option, the requirements of Section 422(b)(5) of the Code; and
|
(C)
|
grant Non-Qualified Stock Options that are transferable, or amend outstanding Non-Qualified Stock Options to make them so transferable, without payment of consideration, to Immediate Family of the Participant.
|
(b)
|
Stock Appreciation Rights
. The Committee is hereby authorized to grant Stock Appreciation Rights to Participants. Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive in cash or Shares, at the Company's sole discretion, upon exercise thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the right as specified by the Committee, which shall not be less than the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right (or, if the Committee so determines, in the case of any Stock Appreciation Right retroactively granted in tandem with or in substitution for another Award or any outstanding award granted under any other plan of the Company, on the date of grant of such other Award or award). Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee; provided that no Stock Appreciation Right shall be exercisable more than ten years from the date of grant. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.
|
(c)
|
Restricted Stock and Restricted Stock Units
.
|
(i)
|
Issuance
. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants.
|
(ii)
|
Restrictions
. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property), which restrictions, subject to Section 6(e), may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.
|
(iii)
|
Registration
. Any Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.
|
(iv)
|
Forfeiture
. Except as otherwise determined by the Committee, upon termination of employment (as determined under criteria established by the Committee) for any reason during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units still, in either case, subject to restriction, shall be forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be delivered to the holder of Restricted Stock promptly after such Restricted Stock shall become Released Securities.
|
(v)
|
Restricted Stock Units
. Notwithstanding anything to the contrary in the Plan or in any Award Agreement, Restricted Stock Units shall be subject to the following requirements. Unless previously forfeited, and subject to Section 10(b), Restricted Stock Units shall be settled on the 30
th
day following the earliest of (I) the applicable vesting date set forth in the Award Agreement, (II) the Participant's death, (III) the Participant's separation from service within the meaning of Section 409A of the Code after attaining the age of 55 and completing 10 years of service or as a result of a disability within the meaning of Section 22(e)(3) of the Code. If the Committee reasonably anticipates that making a payment in respect of Restricted Stock Units may violate Federal securities laws or other applicable law, such payment may be delayed and made in accordance with Section 409A of the Code and Section 1.409A‑2(b)(7)(ii) of the Treasury Regulations thereunder.
|
(d)
|
Performance Awards
. The Committee is hereby authorized to grant Performance Awards to Participants. Subject to the terms of the Plan and any applicable Award Agreement, a Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including Restricted Stock), other securities, other Awards, or other property and (ii) shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the Performance Award, in whole or in part, upon the achievement of such performance goals during such performance periods as the Committee shall establish.
|
(e)
|
Dividend Equivalents
. The Committee is hereby authorized to grant to Participants Awards (other than Awards in respect of Options and Stock Appreciation Rights) under which the holders thereof shall be entitled to receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Committee, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested.
Dividend Equivalents credited in respect of an Award (including any Performance Award) will vest (or be forfeited) and will settle at the same time as the underlying Award to which they relate.
Subject to the terms of the Plan and any applicable Awards Agreement, such Awards may have such additional terms and conditions as the Committee may determine.
|
(f)
|
Other Stock-Based Awards
. The Committee is hereby authorized to grant to Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including securities convertible into Shares), as are deemed by the Committee to be consistent with the purposes of the Plan; provided, however, that such grants must comply with applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of such Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 6(f) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including cash, Shares, other securities, other Awards, or other property, or any combination thereof, as the Committee shall determine, the value of which consideration, as established by the Committee, shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted (or, if the Committee so determines, in the case of any such purchase right retroactively granted in tandem with
|
(g)
|
General
.
|
(i)
|
No Cash Consideration for Awards
. Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.
|
(ii)
|
Awards May Be Granted Separately or Together
. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any awards granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
|
(iii)
|
Forms of Payment Under Awards
. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including cash, Shares, other securities, other Awards, or other property, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments.
|
(iv)
|
Limits on Transfer of Awards
. Except as provided in Section 6(a) above regarding Options, no Award (other than Released Securities), and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order, as defined in the Code (or, in the case of an Award of Restricted Securities, to the Company); provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any property distributable, with respect to any Award upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during the Participant's lifetime, only by the Participant or, if permissible under applicable law, by the Participant's guardian or legal representative. No Award (other than Released Securities), and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to Participant or for a Participant's benefit under this Plan and Awards hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any Affiliate.
|
(v)
|
Terms of Awards
. Except as otherwise specified in the Plan, the Term of each Award shall be for such period as may be determined by the Committee. Notwithstanding the foregoing, in no event shall the term of any Incentive Stock Option exceed a period of ten years from the date of its grant.
|
(vi)
|
Per-Person Limitation on Options and SARs
. The number of Shares with respect to which Options and SARs may be granted under the Plan to an individual Participant in any consecutive three-year period shall not exceed four million (4,000,000) Shares, subject to adjustment as provided in Section 4(b).
|
(vii)
|
Share Certificates
. All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
|
(viii)
|
Maximum Payment Amount
. The maximum fair market value of payments to any executive officer made in connection with any long-term performance awards (except for payments made in connection with Options or Stock Appreciation Rights) granted under the Plan shall not, during any three-year period, exceed four percent of the Company's shareholders' equity as of the end of the year immediately preceding the commencement of such three-year period.
|
Section 7.
|
Amendment and Termination
|
(a)
|
Amendments to the Plan
. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any Award (and the related Award Agreement), including any amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any Participant, or any other holder or beneficiary of any Award theretofore granted, without the consent of any shareholder, Participant, other holder or beneficiary of an Award, or other Person; provided, however, that, other than as contemplated by Section 9 or with the written consent of each affected Participant, no such action may impair the rights of any Participant if such action is taken in connection with or following a Change in Control (as defined below); and provided further, however, that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the shareholders of the Company no such amendment, alteration, suspension, discontinuation, or termination shall be made that would:
|
(i)
|
increase the total number of Shares available for Awards under the Plan, except as provided in Section 4 hereof; or
|
(ii)
|
permit Options, Stock Appreciation Rights, or Other Stock-Based Awards encompassing rights to purchase Shares to be granted with per Share grant, purchase, or exercise prices of less than the Fair Market Value of a Share on the date of grant thereof, except to the extent permitted under Sections 4(b), 6(a), 6(b), or 6(f) hereof.
|
(b)
|
Adjustments of Awards Upon Certain Acquisitions
. In the event the Company or any Affiliate shall assume outstanding employee awards or the right or obligation to make future awards in connection with the acquisition of another business or another corporation or business entity, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as so adjusted.
|
(c)
|
Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events
. The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 4(b) hereof) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits to be made available under the Plan; provided that such adjustments shall be consistent with the requirements of Section 162(m) of the Code with regard to Awards subject to Section 162(m) of the Code.
|
(d)
|
Certain Adjustments of Awards Not Permitted.
Except in connection with an event or transaction described in subsections (b) or (c) of this Section 7 or Section 4(b), the terms of outstanding Awards may not be amended to reduce the purchase price per Share purchasable under an Option or the grant price of Stock Appreciation Rights, or to cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with a purchase price per share or grant price, as applicable, that is less than the purchase price per share or grant price of the original Options or Stock Appreciation Rights, as applicable, without shareholder approval.
|
(e)
|
Correction of Defects, Omissions and Inconsistencies
. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan or such Award into effect.
|
Section 8.
|
General Provisions
|
(a)
|
No Rights to Awards
. No Salaried Employee, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Salaried Employees, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient.
|
(b)
|
Delegation
. The Committee may delegate to one or more officers or managers of the Company or any Affiliate, or a committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to, or to cancel, modify, waive rights with respect to, alter, discontinue, suspend or terminate Awards held by, Salaried Employees who are not officers of the Company for purposes of Section 16 of the Exchange Act.
|
(c)
|
Withholding
. The Company or any Affiliate shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan the minimum amount (in cash, Shares, other securities, other Awards, or other property) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Awards or under the Plan and to take such other action as may be necessary in the opinion of the Company or Affiliate to satisfy all obligations for the payment of such taxes.
|
(d)
|
No Limit on Other Compensation Arrangements
. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.
|
(e)
|
No Right to Employment
. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.
|
(f)
|
Governing Law
. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Connecticut and applicable Federal law.
|
(g)
|
Severability
. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person, or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
|
(h)
|
No Trust or Fund Created
. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.
|
(i)
|
No Fractional Shares
. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.
|
(j)
|
Headings
. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.
|
(k)
|
Construction
. For purposes of the Plan, the terms “include,” “includes” and “including” shall mean such terms without limitation.
|
Section 9.
|
Change in Control
|
(a)
|
In the event of a Change in Control, unless otherwise set forth in an Award Agreement or provided in an individual severance or employment agreement to which the applicable Participant is a party, the following acceleration, exercisability and valuation provisions will apply:
|
(i)
|
Upon a Change in Control, each then-outstanding Option and Stock Appreciation Right will become fully vested and exercisable and the restrictions applicable to each outstanding Award of Restricted Stock or Restricted Stock Units, Performance Award, Dividend Equivalent or Other Stock-Based Award will lapse and such Award will be fully vested (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting), except to the extent that an award meeting the requirements of Section 9(a)(ii) (a “Replacement Award”) is provided to the Participant holding such Award in accordance with Section 4(b) of the Plan to replace or adjust such outstanding Award (a “Replaced Award”). For the avoidance of doubt, if all Awards hereunder are terminated without any Replacement Awards or Replaced Awards, then the Company or its successor in the Change in Control may terminate all Awards whose exercise price is less than or equal to the value per Share realized in connection with the Change in Control (without any consideration therefor).
|
(ii)
|
An award meets the conditions of this Section 9(a)(ii) (and hence qualifies as a Replacement Award) if (A) it is of the same type (e.g., stock option for Option, restricted stock for Restricted Stock, restricted stock unit for Restricted Stock Unit, etc.) as the Replaced Award, (B) it has a value at least equal to the value of the Replaced Award, (C) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) if the Participant holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences to such Participant under the Code of the Replacement Award are not less favorable to such Participant than the tax consequences of the Replaced Award, and (E) its other terms and conditions are not less favorable to the Participant holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 9(a)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. Without limiting the generality of the foregoing, the Committee may determine the value of Awards and Replacement Awards that are stock options by reference to either their intrinsic value or their fair value.
|
(iii)
|
If the Participant terminates his or her employment for Good Reason, the Participant is involuntarily terminated for reasons other than for Cause, or the Participant's employment terminates due to the Participant's death or Disability or Retirement, as such terms are hereinafter defined, during the period of two years after a Change in Control (A) all Replacement Awards held by the Participant will become fully vested and, if applicable, exercisable and free of restrictions (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting), and (B) all Options and Stock Appreciation Rights held by the Participant immediately before such termination of employment that the Participant also held as of the date of the Change in Control or that constitute Replacement Awards will remain exercisable for not less than three years following such termination of employment or until the expiration of the stated term of such Option or Stock Appreciation Rights, whichever period is shorter (provided, however, that if the applicable Award Agreement provides for a longer period of exercisability, that provision will control).
|
(b)
|
For purposes of the Plan, a “Change in Control” shall be deemed to have occurred if:
|
(i)
|
any Person, as hereinafter defined, is or becomes the Beneficial Owner, as hereinafter defined, directly or indirectly, of securities of the Company, as hereinafter defined, (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 (A) of subsection (iii) below; or
|
(ii)
|
the following individuals cease for any reason to constitute a majority of the number of Board directors then serving: individuals who, on February 19, 2013, constitute the Board and any new Board director (other than a Board director whose initial assumption of office is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election of directors of the Company or by reason of any agreement intended to avoid or settle any election contest or solicitation of proxies or consents) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the Board directors then still in office who either were Board directors on February 19, 2013 or whose appointment, election or nomination for election was previously so approved or recommended; or
|
(iii)
|
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 (A) 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 (B) 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 or 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
|
(iv)
|
the shareholders 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 by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
|
(c)
|
Notwithstanding any provision of the Plan to the contrary, to the extent an Award shall be deemed to be vested or earned, or to the extent the restrictions applicable to an Award shall be deemed to lapse, upon the occurrence of a Change in Control and such Change in Control is not described by Section 409A(a)(2)(A)(v) of the Code, then any resulting payment permitted by this Section 9 that would be considered deferred compensation under Section 409A of the Code will instead be made to the Participant on the 30th day following the earliest of (i) the Participant's “separation from service” with the Company (determined in accordance with Section 409A of the Code), (ii) the date payment otherwise would have been made in the absence of any provisions in the Plan to the contrary (provided such date is permissible under Section 409A of the Code), or (iii) the Participant's death.
|
(d)
|
Solely for purposes of Sections 9(b) and (d), and notwithstanding anything to the contrary in any other provision of the Plan, the following terms shall have the following meanings:
|
(i)
|
“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act;
|
(ii)
|
“Company” shall mean Stanley Black & Decker, Inc.;
|
(iii)
|
“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 (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; and
|
(e)
|
Unless otherwise specified in an applicable employment agreement, change in control severance agreement, change in control severance plan or award document:
|
(i)
|
“Cause” shall mean
|
(A)
|
the willful and continued failure by the Participant to substantially perform the Participant's duties with the Company or its Affiliates (other than any such failure resulting from the Participant's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice of termination for Good Reason by the Participant) that has not been cured within 30 calendar days after a written demand for substantial performance is delivered to the Participant by the Company, which demand specifically identifies the manner in which the Company believes that the Participant has not substantially performed the Participant's duties, or
|
(B)
|
the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company or its Affiliates, monetarily or otherwise.
|
(ii)
|
“Disability” shall have the meaning set forth in the applicable Award Agreement (or, if not defined in the applicable Award Agreement, shall have the meaning provided in Section 22(e)(3) of the Code, or any successor provision thereto);
|
(iii)
|
“Good Reason” shall mean, in each case without the consent of the affected Participant:
|
(A)
|
a reduction by the Company in the Participant's annual base salary as in effect immediately prior to the Change in Control or as the same may be increased from time to time, except for across-the-board salary reductions similarly affecting all senior officers of the Company and all senior officers of any Person in control of the Company;
|
(B)
|
the relocation of the Participant's principal place of employment to a location more than 35 miles from the Participant's principal place of employment immediately prior to the Change in Control or the Company's requiring the Participant to be based anywhere other than such principal place of employment (or permitted relocation thereof), except for required travel on the Company's business to an extent substantially consistent with the Participant's business travel obligations immediately prior to the Change in Control;
|
(C)
|
the failure by the Company to pay to the Participant any portion of the Participant's current compensation or to pay to the Participant any portion of an installment of deferred compensation under any deferred compensation program of the Company, in any event within seven calendar days of the date such compensation is due.
|
(iv)
|
“Retirement” shall have the meaning set forth in the applicable Award Agreement (or, if not defined in the applicable Award Agreement, shall mean the Participant's termination of employment with the Company and its Affiliates at or after attaining the age of 55 and completing 10 years of service).
|
Section 10.
|
Compliance with Section 409A of the Code.
|
(a)
|
To the extent applicable, it is intended that the Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Participants. The Plan and any Awards granted hereunder shall be administered in a manner consistent with this intent. Any reference in the Plan to Section 409A of the Code will also include any regulations or any
|
(b)
|
If at the time of a Participant's separation from service (within the meaning of Section 409A of the Code), (i) the Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day of the seventh month after the Participant's separation from service or, if earlier, on the Participant's death.
|
(c)
|
Notwithstanding any provision of the Plan or of any Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to the Plan and any Award Agreements as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant's account in connection with the Plan and any Award Agreements (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.
|
Section 11.
|
Effective Date of the Plan
|
Section 12.
|
Term of the Plan
|
|
Threshold
|
Target
|
Max
|
% of Pay
|
<VALUE1>
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<VALUE2>
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<VALUE3>
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# PS
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<NUMBER1>
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<NUMBER2>
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<NUMBER3>
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1.
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Time and Manner of Settlement.
As soon as practicable following completion of the applicable Measurement Period, but in no event later than March 15 of the year following the end of such period, and assuming that the Threshold Performance Goals are achieved and employment requirements are satisfied, the Company shall issue a number of Shares to the Participant, in settlement of the Participant's Performance Award, equal to (i) the number of Shares specified in the Award Letter to be issued based upon the Performance Goals achieved plus (ii) in the event performance falls between the Threshold and Target or Target and Maximum Goals as specified in the Award Documents, a pro rata number of Shares calculated as follows (rounded to the closest whole number):
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2.
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Vesting; form of settlement.
Performance Awards will become vested at the time of settlement to the extent that the applicable performance metrics have been achieved and provided that the participant is continuously employed by the Company until such time. Performance Awards will be settled in shares of Company common stock as soon as practicable following the end of the Measurement Period. Performance Awards will be settled in the form of Unrestricted Stock.
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3.
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Rights of a Shareholder.
The Participant shall not have any rights of a shareholder with respect to the Performance Awards or any Shares issued in settlement thereof prior to the date of settlement.
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4.
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Transferability.
Transferability shall be as set forth in the Plan.
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5.
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Adjustments.
Notwithstanding any other provision hereof, the Committee shall have authority to make adjustments in the terms and conditions of, and the criteria included in, Performance Awards granted hereunder, as set forth in the Plan.
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6.
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Miscellaneous.
The Committee shall have full authority to administer the Performance Awards and to interpret the terms of the Award Documents, which authority includes the authority to waive certain conditions in appropriate circumstances. All decisions or interpretations of the Committee with respect to any question arising in respect of the Performance Awards shall be binding, conclusive and final. The waiver by the Company of any provision of this document or any other Award document shall not operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision of this document or any other Award document. The validity and construction of the terms of this document and any other Award document shall be governed by the laws of the State of Connecticut. The terms and conditions set forth in this document and any other Award document are subject in all respects to the terms and conditions of the Plan, which shall be controlling. The Participant agrees to execute such other agreements, documents or assignments as may be necessary or desirable to effect the purposes hereof.
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7.
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Unfunded Arrangement.
The Performance Awards represented in the Award Documents constitute an unfunded unsecured promise of the Company and the rights of the Participant in respect of the Performance Awards are no greater than the rights of an unsecured creditor of the Company.
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8.
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Capitalized Terms.
The following capitalized terms shall have the meaning set forth below for purposes of this Letter. All other capitalized terms used in this document shall have the meanings set forth in the Plan.
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Date:
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April 26, 2013
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/s/ John F. Lundgren
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John F. Lundgren
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Chairman and Chief Executive Officer
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Date:
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April 26, 2013
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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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(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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Chairman and Chief Executive Officer
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Date:
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April 26, 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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Date:
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April 26, 2013
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