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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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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)
|
|
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
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\\nbc-prd-hypfs-01\K
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|
|
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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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|
|
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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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Third Quarter
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Year-to-Date
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||||||||||||
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2013
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|
2012
|
|
2013
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2012
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||||||||
Net Sales
|
$
|
2,759.3
|
|
|
$
|
2,517.2
|
|
|
$
|
8,095.2
|
|
|
$
|
7,488.4
|
|
Costs and Expenses
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
$
|
1,771.6
|
|
|
$
|
1,605.3
|
|
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$
|
5,193.0
|
|
|
$
|
4,739.0
|
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Selling, general and administrative
|
665.0
|
|
|
604.6
|
|
|
2,001.9
|
|
|
1,853.2
|
|
||||
Provision for doubtful accounts
|
4.6
|
|
|
4.6
|
|
|
9.6
|
|
|
10.1
|
|
||||
Other-net
|
66.6
|
|
|
67.2
|
|
|
208.8
|
|
|
216.8
|
|
||||
Restructuring charges and asset impairments
|
28.5
|
|
|
52.9
|
|
|
40.6
|
|
|
116.6
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
45.5
|
|
|
—
|
|
|
45.5
|
|
||||
Interest expense
|
39.1
|
|
|
36.7
|
|
|
118.6
|
|
|
105.3
|
|
||||
Interest income
|
(3.0
|
)
|
|
(2.5
|
)
|
|
(9.5
|
)
|
|
(7.3
|
)
|
||||
|
$
|
2,572.4
|
|
|
$
|
2,414.3
|
|
|
$
|
7,563.0
|
|
|
$
|
7,079.2
|
|
Earnings from continuing operations before income taxes
|
186.9
|
|
|
102.9
|
|
|
532.2
|
|
|
409.2
|
|
||||
Income taxes on continuing operations
|
17.3
|
|
|
12.9
|
|
|
80.5
|
|
|
82.9
|
|
||||
Earnings from continuing operations
|
$
|
169.6
|
|
|
$
|
90.0
|
|
|
$
|
451.7
|
|
|
$
|
326.3
|
|
Less: Net loss attributable to non-controlling interests
|
(0.3
|
)
|
|
(0.2
|
)
|
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(0.9
|
)
|
|
(1.2
|
)
|
||||
Net earnings from continuing operations attributable to common shareowners
|
$
|
169.9
|
|
|
$
|
90.2
|
|
|
$
|
452.6
|
|
|
$
|
327.5
|
|
(Loss) earnings from discontinued operations before income taxes
|
(23.4
|
)
|
|
40.8
|
|
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(33.0
|
)
|
|
98.1
|
|
||||
Income tax (benefit) expense on discontinued operations
|
(19.5
|
)
|
|
15.8
|
|
|
(14.6
|
)
|
|
33.8
|
|
||||
Net (loss) earnings from discontinued operations
|
(3.9
|
)
|
|
25.0
|
|
|
(18.4
|
)
|
|
64.3
|
|
||||
Net Earnings Attributable to Common Shareowners
|
$
|
166.0
|
|
|
$
|
115.2
|
|
|
$
|
434.2
|
|
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$
|
391.8
|
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Total Comprehensive Income Attributable to Common Shareowners
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$
|
330.9
|
|
|
$
|
392.8
|
|
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$
|
341.2
|
|
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$
|
471.0
|
|
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.10
|
|
|
$
|
0.55
|
|
|
$
|
2.92
|
|
|
$
|
2.00
|
|
Discontinued operations
|
(0.02
|
)
|
|
0.15
|
|
|
(0.12
|
)
|
|
0.39
|
|
||||
Total basic earnings per share of common stock
|
$
|
1.07
|
|
|
$
|
0.71
|
|
|
$
|
2.80
|
|
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$
|
2.39
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.07
|
|
|
$
|
0.54
|
|
|
$
|
2.85
|
|
|
$
|
1.95
|
|
Discontinued operations
|
(0.02
|
)
|
|
0.15
|
|
|
(0.12
|
)
|
|
0.38
|
|
||||
Total diluted earnings per share of common stock
|
$
|
1.04
|
|
|
$
|
0.69
|
|
|
$
|
2.74
|
|
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$
|
2.34
|
|
Dividends per shares of common stock
|
$
|
0.50
|
|
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$
|
0.49
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|
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$
|
1.48
|
|
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$
|
1.31
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Weighted Average Shares Outstanding (in thousands):
|
|
|
|
|
|
|
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||||||||
Basic
|
155,043
|
|
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162,990
|
|
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155,140
|
|
|
163,835
|
|
||||
Diluted
|
158,925
|
|
|
166,043
|
|
|
158,717
|
|
|
167,568
|
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September 28,
2013 |
|
December 29,
2012 |
||||
ASSETS
|
|
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|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
469.1
|
|
|
$
|
716.0
|
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Accounts and notes receivable, net
|
1,936.4
|
|
|
1,525.8
|
|
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Inventories, net
|
1,629.5
|
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|
1,304.6
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|
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Assets held for sale
|
15.0
|
|
|
171.7
|
|
||
Other current assets
|
381.2
|
|
|
393.2
|
|
||
Total Current Assets
|
4,431.2
|
|
|
4,111.3
|
|
||
Property, Plant and Equipment, net
|
1,455.4
|
|
|
1,329.9
|
|
||
Goodwill
|
7,570.7
|
|
|
7,015.5
|
|
||
Intangibles, net
|
3,118.1
|
|
|
2,931.5
|
|
||
Other Assets
|
448.3
|
|
|
455.8
|
|
||
Total Assets
|
$
|
17,023.7
|
|
|
$
|
15,844.0
|
|
LIABILITIES AND SHAREOWNERS’ EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
1,206.5
|
|
|
$
|
1.1
|
|
Current maturities of long-term debt
|
13.6
|
|
|
10.4
|
|
||
Accounts payable
|
1,625.9
|
|
|
1,345.9
|
|
||
Accrued expenses
|
1,097.8
|
|
|
1,680.0
|
|
||
Liabilities held for sale
|
5.0
|
|
|
37.3
|
|
||
Total Current Liabilities
|
3,948.8
|
|
|
3,074.7
|
|
||
Long-Term Debt
|
3,396.9
|
|
|
3,526.5
|
|
||
Deferred Taxes
|
1,020.2
|
|
|
946.0
|
|
||
Post-retirement Benefits
|
772.4
|
|
|
816.1
|
|
||
Other Liabilities
|
867.1
|
|
|
753.6
|
|
||
Commitments and Contingencies (Note R)
|
—
|
|
|
—
|
|
||
Shareowners’ Equity
|
|
|
|
||||
Stanley Black & Decker, Inc. Shareowners’ Equity
|
|
|
|
||||
Preferred stock, without par value:
Authorized and unissued 10,000,000 shares
|
—
|
|
|
—
|
|
||
Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2013 and 2012
Issued 176,902,738 shares in 2013 and 2012
|
442.3
|
|
|
442.3
|
|
||
Retained earnings
|
3,506.0
|
|
|
3,299.5
|
|
||
Additional paid in capital
|
5,001.9
|
|
|
4,473.5
|
|
||
Accumulated other comprehensive loss
|
(481.0
|
)
|
|
(388.0
|
)
|
||
ESOP
|
(58.6
|
)
|
|
(62.8
|
)
|
||
|
8,410.6
|
|
|
7,764.5
|
|
||
Less: cost of common stock in treasury
|
(1,473.7
|
)
|
|
(1,097.4
|
)
|
||
Stanley Black & Decker, Inc. Shareowners’ Equity
|
6,936.9
|
|
|
6,667.1
|
|
||
Non-controlling interests
|
81.4
|
|
|
60.0
|
|
||
Total Shareowners’ Equity
|
7,018.3
|
|
|
6,727.1
|
|
||
Total Liabilities and Shareowners’ Equity
|
$
|
17,023.7
|
|
|
$
|
15,844.0
|
|
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to common shareowners
|
$
|
166.0
|
|
|
$
|
115.2
|
|
|
$
|
434.2
|
|
|
$
|
391.8
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of property, plant and equipment
|
56.9
|
|
|
53.0
|
|
|
172.4
|
|
|
175.8
|
|
||||
Amortization of intangibles
|
51.9
|
|
|
52.8
|
|
|
150.3
|
|
|
154.8
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
45.5
|
|
|
—
|
|
|
45.5
|
|
||||
Pretax gain on sale of business
|
—
|
|
|
—
|
|
|
(14.0
|
)
|
|
—
|
|
||||
Asset impairments
|
18.4
|
|
|
10.8
|
|
|
34.9
|
|
|
10.8
|
|
||||
Changes in working capital
|
(244.2
|
)
|
|
(174.8
|
)
|
|
(371.6
|
)
|
|
(286.0
|
)
|
||||
Changes in other assets and liabilities
|
50.6
|
|
|
48.7
|
|
|
(269.9
|
)
|
|
(74.6
|
)
|
||||
Cash provided by operating activities
|
99.6
|
|
|
151.2
|
|
|
136.3
|
|
|
418.1
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(94.2
|
)
|
|
(89.0
|
)
|
|
(262.1
|
)
|
|
(259.5
|
)
|
||||
Business acquisitions, net of cash acquired
|
(16.7
|
)
|
|
(106.4
|
)
|
|
(926.6
|
)
|
|
(695.1
|
)
|
||||
Proceeds from sale of businesses and assets
|
1.0
|
|
|
2.3
|
|
|
96.5
|
|
|
8.6
|
|
||||
Proceeds on net investment hedge settlements
|
5.3
|
|
|
4.8
|
|
|
7.0
|
|
|
11.8
|
|
||||
Cash used in investing activities
|
(104.6
|
)
|
|
(188.3
|
)
|
|
(1,085.2
|
)
|
|
(934.2
|
)
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Payments on long-term debt
|
(0.6
|
)
|
|
(900.9
|
)
|
|
(1.7
|
)
|
|
(1,222.0
|
)
|
||||
Proceeds from long-term borrowings
|
—
|
|
|
729.4
|
|
|
—
|
|
|
729.4
|
|
||||
Stock purchase contract fees
|
(0.8
|
)
|
|
(0.8
|
)
|
|
(2.4
|
)
|
|
(2.4
|
)
|
||||
Net short-term (repayments) borrowings
|
(70.9
|
)
|
|
527.4
|
|
|
1,199.5
|
|
|
1,316.3
|
|
||||
Cash dividends on common stock
|
(77.5
|
)
|
|
(82.5
|
)
|
|
(235.0
|
)
|
|
(221.3
|
)
|
||||
Premium paid on debt extinguishment
|
—
|
|
|
(91.0
|
)
|
|
—
|
|
|
(91.0
|
)
|
||||
Payment on forward stock purchase contract
|
—
|
|
|
—
|
|
|
(350.0
|
)
|
|
—
|
|
||||
Cash settlement on forward stock purchase contract
|
18.8
|
|
|
—
|
|
|
18.8
|
|
|
—
|
|
||||
Termination of interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
35.8
|
|
||||
Termination of forward starting interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
(56.4
|
)
|
||||
Proceeds from issuances of common stock
|
32.3
|
|
|
27.4
|
|
|
138.7
|
|
|
102.9
|
|
||||
Purchases of common stock for treasury
|
(7.8
|
)
|
|
—
|
|
|
(32.6
|
)
|
|
(217.8
|
)
|
||||
Cash (used in) provided by financing activities
|
(106.5
|
)
|
|
209.0
|
|
|
735.3
|
|
|
373.5
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
18.9
|
|
|
19.8
|
|
|
(33.3
|
)
|
|
5.2
|
|
||||
Change in cash and cash equivalents
|
(92.6
|
)
|
|
191.7
|
|
|
(246.9
|
)
|
|
(137.4
|
)
|
||||
Cash and cash equivalents, beginning of period
|
561.7
|
|
|
577.8
|
|
|
716.0
|
|
|
906.9
|
|
||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
469.1
|
|
|
$
|
769.5
|
|
|
$
|
469.1
|
|
|
$
|
769.5
|
|
A.
|
Basis of Presentation
|
B.
|
New Accounting Standards
|
C.
|
Earnings Per Share
|
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerator (in millions):
|
|
|
|
|
|
|
|
||||||||
Net earnings from continuing operations attributable to common shareowners
|
$
|
169.9
|
|
|
$
|
90.2
|
|
|
$
|
452.6
|
|
|
$
|
327.5
|
|
Net (loss) earnings from discontinued operations
|
(3.9
|
)
|
|
25.0
|
|
|
(18.4
|
)
|
|
64.3
|
|
||||
Net earnings attributable to common shareowners
|
$
|
166.0
|
|
|
$
|
115.2
|
|
|
$
|
434.2
|
|
|
$
|
391.8
|
|
Less: Earnings attributable to participating restricted stock units (“RSU’s”)
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
||||
Net Earnings — basic
|
$
|
166.0
|
|
|
$
|
115.1
|
|
|
$
|
434.0
|
|
|
$
|
391.3
|
|
Net Earnings — dilutive
|
$
|
166.0
|
|
|
$
|
115.2
|
|
|
$
|
434.2
|
|
|
$
|
391.8
|
|
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Denominator (in thousands):
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share — weighted-average shares
|
155,043
|
|
|
162,990
|
|
|
155,140
|
|
|
163,835
|
|
||||
Dilutive effect of stock options, awards and convertible preferred units
|
3,882
|
|
|
3,053
|
|
|
3,577
|
|
|
3,733
|
|
||||
Diluted earnings per share — weighted-average shares
|
158,925
|
|
|
166,043
|
|
|
158,717
|
|
|
167,568
|
|
||||
Earnings per share of common stock:
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.10
|
|
|
$
|
0.55
|
|
|
$
|
2.92
|
|
|
$
|
2.00
|
|
Discontinued operations
|
(0.02
|
)
|
|
0.15
|
|
|
(0.12
|
)
|
|
0.39
|
|
||||
Total basic earnings per share of common stock
|
$
|
1.07
|
|
|
$
|
0.71
|
|
|
$
|
2.80
|
|
|
$
|
2.39
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.07
|
|
|
$
|
0.54
|
|
|
$
|
2.85
|
|
|
$
|
1.95
|
|
Discontinued operations
|
(0.02
|
)
|
|
0.15
|
|
|
(0.12
|
)
|
|
0.38
|
|
||||
Total dilutive earnings per share of common stock
|
$
|
1.04
|
|
|
$
|
0.69
|
|
|
$
|
2.74
|
|
|
$
|
2.34
|
|
|
Third Quarter
|
|
Year-to-Date
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Number of stock options
|
—
|
|
|
2,585
|
|
|
569
|
|
|
2,070
|
|
Number of stock warrants
|
—
|
|
|
3,704
|
|
|
—
|
|
|
4,445
|
|
E.
|
Inventories
|
|
2013
|
|
2012
|
||||
Finished products
|
$
|
1,205.7
|
|
|
$
|
956.8
|
|
Work in process
|
142.1
|
|
|
121.9
|
|
||
Raw materials
|
281.7
|
|
|
225.9
|
|
||
Total
|
$
|
1,629.5
|
|
|
$
|
1,304.6
|
|
F.
|
Acquisitions
|
|
Third Quarter
|
|
Year-to-Date
|
|||
(Millions of Dollars)
|
2013
|
|
2013
|
|||
Net Sales
|
148.6
|
|
|
$
|
335.1
|
|
Net Earnings
|
8.6
|
|
|
4.7
|
|
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||
(Millions of Dollars, except per share amounts)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales
|
$
|
2,761.3
|
|
|
$
|
2,667.7
|
|
|
$
|
8,207.2
|
|
|
$
|
8,027.7
|
|
Net earnings attributable to common shareowners
|
171.0
|
|
|
104.3
|
|
|
483.3
|
|
|
345.7
|
|
||||
Diluted earnings per share-continuing operations
|
1.08
|
|
|
0.63
|
|
|
3.04
|
|
|
2.06
|
|
•
|
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.
|
•
|
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 2, 2012 to September 29, 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.
|
G.
|
Goodwill
|
(Millions of Dollars)
|
CDIY
|
|
Industrial
|
|
Security
|
|
Total
|
||||||||
Balance December 29, 2012
|
$
|
3,030.5
|
|
|
$
|
1,391.6
|
|
|
$
|
2,593.4
|
|
|
$
|
7,015.5
|
|
Additions from acquisitions
|
54.6
|
|
|
513.3
|
|
|
21.6
|
|
|
589.5
|
|
||||
Foreign currency translation and other
|
(21.8
|
)
|
|
(14.5
|
)
|
|
2.0
|
|
|
(34.3
|
)
|
||||
Balance September 28, 2013
|
$
|
3,063.3
|
|
|
$
|
1,890.4
|
|
|
$
|
2,617.0
|
|
|
$
|
7,570.7
|
|
H.
|
Long-Term Debt and Financing Arrangements
|
|
Interest Rate
|
|
2013
|
|
2012
|
||||
Notes payable due 2016
|
5.75%
|
|
321.7
|
|
|
326.8
|
|
||
Notes payable due in 2018 (junior subordinated)
|
4.25%
|
|
632.5
|
|
|
632.5
|
|
||
Notes payable due 2021
|
3.40%
|
|
388.6
|
|
|
417.1
|
|
||
Notes payable due 2022
|
2.90%
|
|
799.4
|
|
|
799.3
|
|
||
Notes payable due 2028
|
7.05%
|
|
151.8
|
|
|
169.6
|
|
||
Notes payable due 2040
|
5.20%
|
|
330.6
|
|
|
404.4
|
|
||
Notes payable due 2052 (junior subordinated)
|
5.75%
|
|
750.0
|
|
|
750.0
|
|
||
Other, payable in varying amounts through 2021
|
0.00% – 6.62%
|
|
35.9
|
|
|
37.2
|
|
||
Total long-term debt, including current maturities
|
|
|
$
|
3,410.5
|
|
|
$
|
3,536.9
|
|
Less: Current maturities of long-term debt
|
|
|
(13.6
|
)
|
|
(10.4
|
)
|
||
Long-term debt
|
|
|
$
|
3,396.9
|
|
|
$
|
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
|
|
$
|
1.9
|
|
|
$
|
3.3
|
|
|
LT other assets
|
|
—
|
|
|
6.4
|
|
|
LT other
liabilities
|
|
120.7
|
|
|
4.6
|
|
||||
Foreign Exchange Contracts Cash Flow
|
Other current assets
|
|
1.6
|
|
|
—
|
|
|
Accrued expenses
|
|
1.4
|
|
|
2.6
|
|
||||
|
LT other assets
|
|
0.2
|
|
|
—
|
|
|
LT other
liabilities
|
|
0.4
|
|
|
—
|
|
||||
Net Investment Hedge
|
Other current assets
|
|
1.9
|
|
|
0.2
|
|
|
Accrued expenses
|
|
29.5
|
|
|
25.7
|
|
||||
|
|
|
$
|
24.0
|
|
|
$
|
25.1
|
|
|
|
|
$
|
153.9
|
|
|
$
|
36.2
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign Exchange Contracts
|
Other current assets
|
|
$
|
51.6
|
|
|
$
|
73.9
|
|
|
Accrued expenses
|
|
$
|
14.4
|
|
|
$
|
46.4
|
|
|
LT other assets
|
|
—
|
|
|
—
|
|
|
LT other liabilities
|
|
5.5
|
|
|
8.9
|
|
||||
|
|
|
$
|
51.6
|
|
|
$
|
73.9
|
|
|
|
|
$
|
19.9
|
|
|
$
|
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
|
$
|
1.7
|
|
|
Cost of sales
|
|
$
|
(3.0
|
)
|
|
$
|
—
|
|
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
|
$
|
(9.8
|
)
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
$
|
(11.0
|
)
|
|
Cost of sales
|
|
$
|
2.2
|
|
|
—
|
|
|
Third Quarter 2013
|
|
Year-to-Date 2013
|
||||||||||||
Income Statement
Classification |
Gain/(Loss) on
Swaps |
|
Gain /(Loss) on
Borrowings |
|
Gain/(Loss) on
Swaps |
|
Gain /(Loss) on
Borrowings |
||||||||
Interest Expense
|
$
|
(26.2
|
)
|
|
$
|
26.2
|
|
|
$
|
(118.0
|
)
|
|
$
|
118.0
|
|
|
Third Quarter 2012
|
|
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
|
$
|
0.7
|
|
|
$
|
(0.7
|
)
|
|
$
|
25.7
|
|
|
$
|
(25.7
|
)
|
|
Third Quarter 2013
|
|
Year-to-Date 2013
|
||||
Income Statement
Classification |
Amount
Recorded in OCI Gain (Loss) |
|
Amount
Recorded in OCI Gain (Loss) |
||||
Other-net
|
$
|
(48.4
|
)
|
|
$
|
5.1
|
|
|
Third Quarter 2012
|
|
Year-to-Date 2012
|
||||
Income Statement
Classification |
Amount
Recorded in OCI Gain (Loss) |
|
Amount
Recorded in OCI Gain (Loss) |
||||
Other-net
|
$
|
(45.7
|
)
|
|
$
|
(52.8
|
)
|
Derivatives Not
Designated as Hedging Instruments under ASC 815 |
Income Statement
Classification |
|
Third Quarter 2013
Amount of Gain (Loss) Recorded in Income on Derivative |
|
Year-to-Date 2013
Amount of Gain (Loss) Recorded in Income on Derivative |
||||
Foreign Exchange Contracts
|
Other-net
|
|
$
|
63.2
|
|
|
$
|
3.0
|
|
Derivatives Not
Designated as Hedging Instruments under ASC 815 |
Income Statement
Classification |
|
Third Quarter 2012
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
|
|
$
|
30.3
|
|
|
$
|
30.2
|
|
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
|
|
$
|
(111.2
|
)
|
|
$
|
1.9
|
|
|
$
|
3.1
|
|
|
$
|
(1.2
|
)
|
|
$
|
(107.4
|
)
|
Reclassification adjustments to earnings
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
5.4
|
|
|
14.4
|
|
|||||
Net other comprehensive (loss) income
|
|
$
|
(111.2
|
)
|
|
$
|
10.9
|
|
|
$
|
3.1
|
|
|
$
|
4.2
|
|
|
$
|
(93.0
|
)
|
Balance - September 28, 2013
|
|
$
|
(81.8
|
)
|
|
$
|
(82.6
|
)
|
|
$
|
(60.2
|
)
|
|
$
|
(256.4
|
)
|
|
$
|
(481.0
|
)
|
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
|
|
$
|
(14.3
|
)
|
|
Cost of sales
|
Tax effect
|
|
5.3
|
|
|
Income taxes on continuing operations
|
|
Realized losses on cash flow hedges, net of tax
|
|
$
|
(9.0
|
)
|
|
|
Amortization of defined benefit pension items:
|
|
|
|
|
||
Actuarial losses
|
|
$
|
(4.7
|
)
|
|
Cost of sales
|
Actuarial losses
|
|
(3.2
|
)
|
|
Selling, general and administrative
|
|
Total before taxes
|
|
$
|
(7.9
|
)
|
|
|
Tax effect
|
|
2.5
|
|
|
Income taxes on continuing operations
|
|
Amortization of defined benefit pension items, net of tax
|
|
$
|
(5.4
|
)
|
|
|
|
Third Quarter
|
||||||||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
All Plans
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
$
|
1.9
|
|
|
$
|
1.6
|
|
|
$
|
3.4
|
|
|
$
|
2.8
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Interest cost
|
13.1
|
|
|
15.6
|
|
|
11.4
|
|
|
11.4
|
|
|
0.7
|
|
|
0.7
|
|
||||||
Expected return on plan assets
|
(16.3
|
)
|
|
(16.6
|
)
|
|
(10.5
|
)
|
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
0.2
|
|
|
0.3
|
|
|
—
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Amortization of net loss
|
1.5
|
|
|
1.5
|
|
|
1.5
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
$
|
0.4
|
|
|
$
|
2.4
|
|
|
$
|
5.8
|
|
|
$
|
5.5
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
Year-to-Date
|
||||||||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
All Plans
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
$
|
5.8
|
|
|
$
|
4.9
|
|
|
$
|
10.4
|
|
|
$
|
8.6
|
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
Interest cost
|
39.4
|
|
|
46.8
|
|
|
33.3
|
|
|
34.5
|
|
|
1.9
|
|
|
2.1
|
|
||||||
Expected return on plan assets
|
(48.8
|
)
|
|
(49.8
|
)
|
|
(31.4
|
)
|
|
(32.5
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
0.8
|
|
|
0.8
|
|
|
0.2
|
|
|
0.3
|
|
|
(1.0
|
)
|
|
(0.9
|
)
|
||||||
Amortization of net loss
|
4.3
|
|
|
4.6
|
|
|
3.8
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment (gain) loss
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
1.8
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
$
|
1.5
|
|
|
$
|
7.3
|
|
|
$
|
16.1
|
|
|
$
|
15.0
|
|
|
$
|
1.5
|
|
|
$
|
1.9
|
|
M.
|
Fair Value Measurements
|
|
Total Carrying
Value
|
|
Level 1
|
|
Level 2
|
||||||
September 28, 2013:
|
|
|
|
|
|
||||||
Money market fund
|
$
|
21.5
|
|
|
$
|
21.5
|
|
|
$
|
—
|
|
Derivative assets
|
$
|
75.6
|
|
|
$
|
—
|
|
|
$
|
75.6
|
|
Derivative liabilities
|
$
|
173.8
|
|
|
$
|
—
|
|
|
$
|
173.8
|
|
December 29, 2012:
|
|
|
|
|
|
||||||
Money market fund
|
$
|
68.0
|
|
|
$
|
68.0
|
|
|
$
|
—
|
|
Derivative assets
|
$
|
99.0
|
|
|
$
|
—
|
|
|
$
|
99.0
|
|
Derivative liabilities
|
$
|
91.5
|
|
|
$
|
—
|
|
|
$
|
91.5
|
|
|
September 28, 2013
|
|
December 29, 2012
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt, including current portion
|
$
|
3,410.5
|
|
|
$
|
3,497.5
|
|
|
$
|
3,536.9
|
|
|
$
|
3,677.3
|
|
Derivative assets
|
$
|
75.6
|
|
|
$
|
75.6
|
|
|
$
|
99.0
|
|
|
$
|
99.0
|
|
Derivative liabilities
|
$
|
173.8
|
|
|
$
|
173.8
|
|
|
$
|
91.5
|
|
|
$
|
91.5
|
|
N.
|
Other Costs and Expenses
|
|
December 29,
2012 |
|
Additions (Reversals), net
|
|
Usage
|
|
Currency
|
|
September 28,
2013 |
||||||||||
2013 Actions
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and related costs
|
$
|
—
|
|
|
$
|
62.0
|
|
|
$
|
(21.1
|
)
|
|
$
|
0.8
|
|
|
$
|
41.7
|
|
Facility closures
|
—
|
|
|
10.3
|
|
|
(8.0
|
)
|
|
0.1
|
|
|
2.4
|
|
|||||
Asset Impairments
|
—
|
|
|
16.5
|
|
|
(16.5
|
)
|
|
—
|
|
|
—
|
|
|||||
Subtotal 2013 actions
|
$
|
—
|
|
|
$
|
88.8
|
|
|
$
|
(45.6
|
)
|
|
$
|
0.9
|
|
|
$
|
44.1
|
|
Pre-2013 Actions
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and related costs
|
$
|
112.1
|
|
|
$
|
(49.2
|
)
|
|
$
|
(31.6
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
31.1
|
|
Facility closures
|
13.1
|
|
|
1.0
|
|
|
(1.5
|
)
|
|
—
|
|
|
12.6
|
|
|||||
Subtotal Pre-2013 actions
|
$
|
125.2
|
|
|
$
|
(48.2
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
43.7
|
|
Total
|
$
|
125.2
|
|
|
$
|
40.6
|
|
|
$
|
(78.7
|
)
|
|
$
|
0.7
|
|
|
$
|
87.8
|
|
P.
|
Income Taxes
|
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
NET SALES
|
|
|
|
|
|
|
|
||||||||
CDIY
|
$
|
1,387.5
|
|
|
$
|
1,315.7
|
|
|
$
|
4,025.7
|
|
|
$
|
3,819.1
|
|
Industrial
|
771.4
|
|
|
618.0
|
|
|
2,273.1
|
|
|
1,909.1
|
|
||||
Security
|
600.4
|
|
|
583.5
|
|
|
1,796.4
|
|
|
1,760.2
|
|
||||
Total
|
$
|
2,759.3
|
|
|
$
|
2,517.2
|
|
|
$
|
8,095.2
|
|
|
$
|
7,488.4
|
|
SEGMENT PROFIT
|
|
|
|
|
|
|
|
||||||||
CDIY
|
$
|
203.9
|
|
|
$
|
186.9
|
|
|
$
|
588.8
|
|
|
$
|
532.2
|
|
Industrial
|
109.2
|
|
|
94.6
|
|
|
307.5
|
|
|
314.2
|
|
||||
Security
|
61.4
|
|
|
83.1
|
|
|
173.5
|
|
|
224.4
|
|
||||
Segment profit
|
374.5
|
|
|
364.6
|
|
|
1,069.8
|
|
|
1,070.8
|
|
||||
Corporate overhead
|
(56.4
|
)
|
|
(61.9
|
)
|
|
(179.1
|
)
|
|
(184.7
|
)
|
||||
Other-net
|
(66.6
|
)
|
|
(67.2
|
)
|
|
(208.8
|
)
|
|
(216.8
|
)
|
||||
Restructuring and asset impairments
|
(28.5
|
)
|
|
(52.9
|
)
|
|
(40.6
|
)
|
|
(116.6
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
(45.5
|
)
|
|
—
|
|
|
(45.5
|
)
|
||||
Interest expense
|
(39.1
|
)
|
|
(36.7
|
)
|
|
(118.6
|
)
|
|
(105.3
|
)
|
||||
Interest income
|
3.0
|
|
|
2.5
|
|
|
9.5
|
|
|
7.3
|
|
||||
Earnings from continuing operations before income taxes
|
$
|
186.9
|
|
|
$
|
102.9
|
|
|
$
|
532.2
|
|
|
$
|
409.2
|
|
|
September 28,
2013 |
|
December 29,
2012 |
||||
CDIY
|
$
|
8,108.0
|
|
|
$
|
7,413.3
|
|
Industrial
|
4,722.4
|
|
|
3,451.3
|
|
||
Security
|
4,504.2
|
|
|
4,600.8
|
|
||
|
17,334.6
|
|
|
15,465.4
|
|
||
Discontinued Operations
|
15.0
|
|
|
171.7
|
|
||
Corporate assets
|
(325.9
|
)
|
|
206.9
|
|
||
Consolidated
|
$
|
17,023.7
|
|
|
$
|
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
|
|
$
|
26.3
|
|
|
$
|
—
|
|
Standby letters of credit
|
Up to three years
|
|
89.5
|
|
|
—
|
|
||
Commercial customer financing arrangements
|
Up to six years
|
|
17.9
|
|
|
13.9
|
|
||
Total
|
|
|
$
|
133.7
|
|
|
$
|
13.9
|
|
(Millions of Dollars)
|
2013
|
|
2012
|
||||
Balance beginning of period
|
$
|
124.0
|
|
|
$
|
124.9
|
|
Warranties and guarantees issued
|
67.3
|
|
|
63.1
|
|
||
Liability assumed from acquisitions
|
0.1
|
|
|
0.2
|
|
||
Warranty payments and currency
|
(71.1
|
)
|
|
(66.7
|
)
|
||
Balance end of period
|
$
|
120.3
|
|
|
$
|
121.5
|
|
T.
|
Parent and Subsidiary Debt Guarantees
|
•
|
$5 million
and
$27 million
for the third quarter and year-to-date 2013 periods, respectively, reducing Gross Profit pertaining mainly to integration-related matters and amortization of the inventory step-up adjustment for the Infastech acquisition;
|
•
|
$32 million
and
$90 million
for the third quarter and year-to-date 2013 periods, respectively, in SG&A primarily for integration-related administrative costs and consulting fees, as well as employee related matters;
|
•
|
$1 million
and
$21 million
for the third quarter and year-to-date 2013 periods, respectively, in Other, net predominately for deal transaction costs; and
|
•
|
$29 million
and
$41 million
for the third quarter and year-to-date 2013 periods, respectively, in restructuring charges primarily for Niscayah-related restructuring charges and cost containment actions associated with the severance of employees, which are partially offset by a $44 million reversal in the second quarter of 2013 from the termination of a
|
•
|
$12 million
and
$18 million
for the third quarter and year-to-date 2012 periods, respectively, reducing Gross Profit primarily relating to facility closure-related charges;
|
•
|
$39 million
and
$100 million
for the third quarter and year-to-date 2012 periods, respectively, in SG&A primarily for integration-related administrative costs, consulting fees, and employee related matters;
|
•
|
$8 million
and
$30 million
for the third quarter and year-to-date 2012 periods, respectively, in Other, net predominately for transaction costs;
|
•
|
$45 million
for the third quarter and year-to-date 2012 periods, in Loss on debt extinguishment, associated with the loss on extinguishment of $900.0 million of debt maturities; and
|
•
|
$53 million
and
$118 million
for the third quarter and year-to-date 2012 periods, respectively, in restructuring charges primarily for Niscayah-related restructuring charges and cost containment actions associated with the severance of employees.
|
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||
(Millions of Dollars)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales
|
$
|
1,387.5
|
|
|
$
|
1,315.7
|
|
|
$
|
4,025.7
|
|
|
$
|
3,819.1
|
|
Segment profit
|
$
|
203.9
|
|
|
$
|
186.9
|
|
|
$
|
588.8
|
|
|
$
|
532.2
|
|
% of Net sales
|
14.7
|
%
|
|
14.2
|
%
|
|
14.6
|
%
|
|
13.9
|
%
|
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||
(Millions of Dollars)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales
|
$
|
771.4
|
|
|
$
|
618.0
|
|
|
$
|
2,273.1
|
|
|
$
|
1,909.1
|
|
Segment profit
|
$
|
109.2
|
|
|
$
|
94.6
|
|
|
$
|
307.5
|
|
|
$
|
314.2
|
|
% of Net sales
|
14.2
|
%
|
|
15.3
|
%
|
|
13.5
|
%
|
|
16.5
|
%
|
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||
(Millions of Dollars)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales
|
$
|
600.4
|
|
|
$
|
583.5
|
|
|
$
|
1,796.4
|
|
|
$
|
1,760.2
|
|
Segment profit
|
$
|
61.4
|
|
|
$
|
83.1
|
|
|
$
|
173.5
|
|
|
$
|
224.4
|
|
% of Net sales
|
10.2
|
%
|
|
14.2
|
%
|
|
9.7
|
%
|
|
12.7
|
%
|
|
December 29,
2012 |
|
Additions (Reversals), net
|
|
Usage
|
|
Currency
|
|
September 28,
2013 |
||||||||||
2013 Actions
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and related costs
|
$
|
—
|
|
|
$
|
62.0
|
|
|
$
|
(21.1
|
)
|
|
$
|
0.8
|
|
|
$
|
41.7
|
|
Facility closures
|
—
|
|
|
10.3
|
|
|
(8.0
|
)
|
|
0.1
|
|
|
2.4
|
|
|||||
Asset Impairments
|
—
|
|
|
16.5
|
|
|
(16.5
|
)
|
|
—
|
|
|
—
|
|
|||||
Subtotal 2013 actions
|
$
|
—
|
|
|
$
|
88.8
|
|
|
$
|
(45.6
|
)
|
|
$
|
0.9
|
|
|
$
|
44.1
|
|
Pre-2013 Actions
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and related costs
|
$
|
112.1
|
|
|
$
|
(49.2
|
)
|
|
$
|
(31.6
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
31.1
|
|
Facility closures
|
13.1
|
|
|
1.0
|
|
|
(1.5
|
)
|
|
—
|
|
|
12.6
|
|
|||||
Subtotal Pre-2013 actions
|
$
|
125.2
|
|
|
$
|
(48.2
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
43.7
|
|
Total
|
$
|
125.2
|
|
|
$
|
40.6
|
|
|
$
|
(78.7
|
)
|
|
$
|
0.7
|
|
|
$
|
87.8
|
|
|
Third Quarter
|
|
Year-to-Date
|
||||||||||||
(Millions of Dollars)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net cash provided by operating activities
|
$
|
99.6
|
|
|
$
|
151.2
|
|
|
$
|
136.3
|
|
|
$
|
418.1
|
|
Less: capital expenditures
|
(94.2
|
)
|
|
(89.0
|
)
|
|
(262.1
|
)
|
|
(259.5
|
)
|
||||
Free cash inflow (outflow)
|
$
|
5.4
|
|
|
$
|
62.2
|
|
|
$
|
(125.8
|
)
|
|
$
|
158.6
|
|
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
|
|||||
June 30 - August 3
|
10,474
|
|
|
$
|
81.87
|
|
|
—
|
|
|
—
|
|
August 4 - August 31
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
September 1 - September 28
|
20,360
|
|
|
85.60
|
|
|
—
|
|
|
—
|
|
|
|
30,834
|
|
|
$
|
84.33
|
|
|
—
|
|
|
—
|
|
(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:
|
October 28, 2013
|
By:
|
|
/s/ D
ONALD
A
LLAN
, J
R
.
|
|
|
|
|
Donald Allan, Jr.
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
STANLEY BLACK & DECKER, INC.
|
By:
|
|
|
Name:
|
|
Title:
|
|
|
|
|
|
EXECUTIVE
|
Address:
|
|
|
|
|
|
Date:
|
October 28, 2013
|
|
/s/ John F. Lundgren
|
|
|
|
John F. Lundgren
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
Date:
|
October 28, 2013
|
|
|
/s/ Donald Allan Jr.
|
|
|
|
|
Donald Allan Jr.
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ John F. Lundgren
|
|
|
John F. Lundgren
|
|
|
Chairman and Chief Executive Officer
|
|
|
Date: October 28, 2013
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Donald Allan, Jr.
|
|
|
Donald Allan, Jr.
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
Date: October 28, 2013
|
|