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Stanley Black & Decker Reports 4Q 2012 and Full Year 2012 Results

  Stanley Black & Decker Reports 4Q 2012 and Full Year 2012 Results

Business Wire

NEW BRITAIN, Conn. -- January 24, 2013

Stanley Black & Decker (NYSE: SWK) today announced fourth quarter and full
year 2012 financial results.

These results reflect the Company’s continuing operations and hence exclude
the Hardware & Home Improvement business (HHI) and the related gain on the
sale, as the business was divested on December 17^th, 2012 and has been
recorded as discontinued operations. The majority of this business was part of
the Company’s Security segment, with the remainder being part of the Company’s
CDIY segment. Total sales associated with this business were $930.6 million in
2012 and $940.9 million in 2011.

  *4Q’12 Revenues Increased 4% To $2.7 Billion; Organic Revenues Up 2%
  *4Q’12 Diluted GAAP EPS, Including Charges, Was $0.79
  *Excluding Charges, 4Q’12 Diluted EPS Was $1.37
  *Full Year Diluted GAAP EPS Was $2.70. Excluding Charges, Full Year EPS Was
    $4.67
  *Full Year 2012 Free Cash Flow Of $1.1 Billion, Excluding Charges &
    Payments; Working Capital Turns Reached 7.5

4Q’12 Key Points:

  *Net sales for the period were $2.7 billion, up 4% versus prior year,
    attributable to volume (+2%) and acquisitions (+3%), which more than
    offset the 1% negative impact of foreign exchange.
  *Diluted GAAP earnings per share (“EPS”), including charges, was $0.79.
    Excluding charges, 4Q’12 diluted EPS was $1.37.
  *The gross margin rate for the quarter was 35.5%. Excluding charges, the
    gross margin rate was 36.0%, up slightly from prior year levels due to
    cost synergies and margin improvement initiatives.
  *SG&A expenses were 24.1% of sales. Excluding charges, SG&A expenses were
    22.6% of sales, down from a 4Q’11 level of 23.2%, as a result of continued
    cost synergy execution.
  *Operating margin was 11.5% of sales. Excluding charges, operating margin
    was 13.3% of sales, up 80 bps from the 4Q’11 operating margin of 12.5%,
    due to cost synergies, margin improvement initiatives and volume leverage.
  *The tax rate was a benefit of 1.6%. Excluding charges, the tax rate was
    13.3%. The lower tax rate can be attributed to the divestiture of the HHI
    business, which had a higher than corporate line average tax rate. For the
    purposes of comparison versus original tax guidance, including HHI and
    excluding charges, the effective tax rate was approximately 17% for the
    fourth quarter and approximately 22% for the full year.
  *Working capital turns for the quarter were 7.5, up 4% from 4Q’11. Free
    cash flow was $596 million, before the effect of $174 million of charges
    and payments.

Stanley Black & Decker’s CEO, John F. Lundgren, commented, “The close of 2012
marked a transformational year for the Company as we continued our successful
evolution into a diversified global industrial enterprise well-positioned for
long-term value creation. While we have work to do, including driving organic
revenue growth while maintaining our focus on costs and productivity
improvements, our strong cash flow generation, diversified revenue base,
commitment to innovation and other proven areas of core competency leave us
optimistic about the future of our Company.

“At the three year anniversary of the merger of Stanley and Black & Decker,
the combination has by all measures been a resounding success. By the end of
2013 we will have achieved $500 million in cost synergies, exceeding our
original target of $350 million by 43%. In fact, the approximately $760
million in operating profit, excluding charges, that our CDIY segment alone
generated in 2012 surpassed the entire 2009 operating profit of the
stand-alone Stanley Works and Black & Decker companies combined. Revenue
synergies, which were targeted to be between $300 to $400 million by the end
of 2013, have already surpassed $300 million. We hit our post-merger free cash
flow goal of $1 billion, excluding charges, more than a year earlier than
targeted and we have distributed a significant amount of it back to
shareholders directly, increasing our dividend by almost 50% and repurchasing
over $550 million of our stock since the end of 2009, in addition to the $850
million of repurchases we are executing in conjunction with the HHI
divestiture.

“The success of the Black & Decker merger further validates our Company’s
acquisition integration capabilities. Looking forward, we are confident in our
ability to adapt and apply our expertise and specialized skills in this area
to fuel organic growth initiatives. We expect these efforts to ultimately
drive 2-3 points of profitable incremental revenue growth on top of what our
core franchise will also yield, bringing us to our long-term target of 4-6% by
2015. 2013 will be another important year as we work toward our mid-decade
vision of being a $15 billion diversified industrial company with operating
margins greater than 15%, ROCE of 15%, 10 working capital turns and greater
than 20% of our revenues generated from emerging markets.”

4Q’12 Segment Results

                
($ in M)         4Q' 12 Segment Results
                               YOY                          Profit Rate
                Sales       Sales      Profit Rate     Ex-Charges^1
                               Growth
                                                    
CDIY             $1,372      8.3%       13.8%           14.5%
                                                    
Security         $647        -2.1%      13.1%           15.5%
                                                    
Industrial       $650        1.5%       15.4%           16.0%
^1 Charges primarily pertaining to synergy attainment & facility closures


  *In the CDIY segment, net sales increased 8% versus 4Q’11 due to unit
    volumes (+7%) and acquisitions (+3%), which were offset by currency (-1%)
    and price (-1%). Organic sales grew 7% in North America due to continued
    market share gains, a successful holiday season and growth across all
    sales channels. Organic sales in Europe remained flat due to continued
    share gains in the U.K. Organic sales expanded at a double-digit rate in
    the emerging markets due to success in Asia with consumer power tools and
    outdoor/home products as well as Latin America due to hand tools and
    cordless outdoor products. Continuing to benefit from new product
    innovations such as the 18/20V Max, the Professional Power Tool business
    grew at a low-teens rate. The Consumer Power Tool business grew at a high
    single-digit rate due to the success of the Matrix, Gyro and Stanley
    FatMax Power Tools. Excluding charges, overall segment profit was 14.5%,
    up 180 basis points versus 4Q’11, driven by volume leverage and cost
    synergies.
  *Net sales in Security decreased 2% versus 4Q’11 as declines in volume
    (-3%) and currency (-1%) more than offset slightly positive price and
    acquisitions (+2%). For the CSS and MAS businesses, 2% organic growth in
    North America was muted by organic declines of 5% in Europe. The
    Convergent Security Solutions (CSS) North America business grew 1%
    organically due to steady backlog conversion. As mentioned above, CSS
    Europe declined 5% organically, in line with projections, while the bottom
    line expanded significantly due to cost synergies and the continued
    success of the integration of Niscayah.

    Mechanical Access organic sales were up 3% with mid-single digit growth in
    the commercial mechanical lock business and low-single digit growth in the
    automatic door business.

    The segment profit rate, excluding charges, was 15.5%. Excluding Niscayah
    and charges, the segment profit rate was 17.3%, lower than the comparable
    4Q’11 rate due to negative channel mix within the automatic door business
    and softness in the healthcare storage market.
  *As anticipated, organic sales in the Industrial segment fell 1% due to
    continued weakness in Europe. Unit volumes fell 1%, currency was down 1%
    and acquisitions added 4%, bringing total sales growth up 2% for the
    quarter. Organic sales for the Industrial and Automotive Repair (IAR)
    platform fell 5% as volume declines in Europe and continued soft
    government spending in the U.S. more than offset strength in Latin
    America. Engineered Fastening grew 6% organically, outpacing global light
    vehicle production, which retracted 1.5%. Organic revenues in Europe rose
    3% as continued growth in automotive due to increased platform penetration
    more than offset weakness in industrial fasteners.

    Overall Industrial segment profit excluding charges fell 40 bps versus
    prior year to 16.0% as operating leverage in the Engineered Fastening
    business was more than offset by the volume declines in Europe within IAR.

President and Chief Operating Officer, James M. Loree, commented, “The
achievement of 7.5 working capital turns, a 42% increase from pro forma
pre-merger turns in 2009, is a clear illustration of the role the Stanley
Fulfillment System plays in the continued success of this Company. SFS
provides Stanley Black & Decker with differentiated execution capability,
superior customer-facing performance value and compelling value creation
potential. This critical business system helped us produce close to $1.1
billion in free cash flow in 2012, an approximate 120% free cash flow
conversion rate excluding charges and payments. In fact, our free cash flow
has exceeded net income every year since SFS’ inception in 2007.

“With the significant transformational milestones we achieved in 2012 -
divesting HHI and announcing the acquisition of Infastech - we have taken an
important step forward towards our mid-decade goals. Including Infastech, 16%
of our revenues will be generated in the emerging markets. The emerging
markets represent a powerful opportunity for us in 2013 and beyond, as 70% of
the tool and security industry growth over the next 20 years will come from
these regions. We have plans to double our CDIY, IAR and Security businesses
in the emerging markets by 2015, which will be supported by the addition of
approximately 1,000 revenue producing employees, all in-region. We expect both
growth and operating margin rates from the emerging markets to be well above
line average for the foreseeable future.”

Full Year 2012 Key Points & Segment Results:

  *Revenues were $10.2 billion, up 8% versus prior year due to unit volume
    (+1.5%) and acquisitions (+8.5%). Price was up close to one-half of a
    point and currency was down approximately 2.5%.

       *CDIY grew 5% organically for the year largely due to successful new
         products and market share gains under the DEWalt and Black & Decker
         brands as well as mid-teens organic growth in the emerging markets.
       *The Industrial segment grew 1% organically as 9% organic growth in
         the Engineered Fastening business was muted by market-driven
         headwinds within the IAR Europe and Infrastructure businesses.
       *The Security segment declined 4% organically. This is attributable to
         declines within the legacy CSS Europe business, soft U.S. retrofit as
         well as national account customers within MAS and sizeable top line
         pressures to the Healthcare business due to soft customer cap ex and
         delayed spending ahead of the anticipated 1H’13 release of a new
         product generation.

  *Excluding charges, diluted EPS was $4.67, up slightly vs. prior year and
    up 12% if normalized for tax. Diluted GAAP EPS was $2.70 per share in
    2012.
  *Operating margin rate for the Company for 2012 was 11.6% of sales.
    Excluding charges the operating margin rate was 13.3%, up 50 bps versus
    2011 as volume leverage in the CDIY and Engineered Fastening businesses as
    well as cost synergies more than offset currency and mix headwinds.
  *Working capital turns were 7.5. Free cash flow was $1.06 billion before
    the effect of $479 million in charges and payments. Due to the
    mid-December divestiture of HHI, there was approximately $30 million of
    lost free cash flow experienced versus the company’s original guidance.

FY’12 Segment Results

                
($ in M)         FY' 12 Segment Results
                               YOY                          Profit Rate
                Sales       Sales      Profit Rate     Ex-Charges^1
                               Growth
                                                    
CDIY             $5,194      3.7%       13.9%           14.7%
                                                    
Security         $2,429      25.8%      12.6%           14.3%
                                                    
Industrial       $2,568      2.7%       16.0%           16.3%
^1 Charges primarily pertaining to synergy attainment & facility closures


2013 Outlook

Donald Allan Jr., Senior Vice President and CFO commented, “Attaining 4-6%
organic growth and operating margins greater than 15% are two of our key
long-term financial objectives and we feel confident that the organic growth
initiatives we commenced in the fourth quarter will help us accomplish these
goals. After working with our team of executives leading the charge over the
past 3 months, we have determined that the year one investment needed to
successfully implement our plans will not be completely offset by the year one
incremental profit and thus the initiatives will be slightly dilutive in 2013.
However, we remain firm in our belief that by 2015 they will yield an
incremental and ongoing $200 million of operating profit.”

The Company expects full year 2013 EPS to be in the range of $5.40 - $5.65,
excluding charges, based on the following assumptions:

  *Organic net sales to increase 2-3% from 2012 driving $0.00 - $0.15 of EPS
    accretion

       *The core business is expected to grow 1-2% ($0.15 - $0.30)
       *The organic growth initiatives are expected to yield 1 point of
         revenue growth but will be approximately $0.15 dilutive to EPS

  *The Company expects to realize the final $50 million in cost synergies
    related to the Black & Decker merger and $35 million due to the Niscayah
    acquisition in 2013, which together should drive ~$0.40 of EPS.
  *The Infastech acquisition, which was announced in July of 2012, is on
    track to close in the near term and is expected to add $0.20 of EPS
    accretion. If the transaction does not close by February 1^st the Company
    will revisit the expected 2013 EPS impact.
  *Cost containment actions taken in 2012 will have a positive carryover
    impact of $30 million, or ~$0.15 of EPS.
  *The share repurchases enacted with $850 million of the HHI proceeds should
    yield an incremental $0.37 of EPS. An accelerated share repurchase (ASR)
    was executed in December which resulted in the retirement of 9.3 million
    shares representing 80% notional value equivalent in shares. The final
    delivery of shares related to the ASR is expected to be completed by the
    end of the second quarter. The average share count for 2013 is expected to
    be 155.9 million as a result.
  *The combination of any currency impact (at current rates),
    price/inflation, the negative carryover business mix impact and the small
    acquisitions completed in 2012 will have a neutral impact.
  *The tax rate will be approximately 23-24%, creating a $0.20 - $0.30
    headwind when compared to the 2012 rate of 19.8%.
  *Interest/Other net to be slightly higher than 2012 levels, largely due to
    the announced acquisition of Infastech, creating a headwind of
    approximately $0.10. Interest expense to approximate $145 million.
    Other-net to approximate $265 million ($225 million of which is intangible
    amortization including the $35 million from Infastech).
  *It is important to note that historically EPS in the first quarter of the
    year is between 18-19% of full year EPS due to seasonality and that added
    to the impact of front-end loaded investments in the corporate growth
    initiatives, 1Q’13 EPS will be approximately 17.5% of full year EPS.

Free cash flow, excluding one-time charges and payments, is expected to be
approximately $1.0 billion.

Mr. Allan added, “Looking at 2013 we are anticipating a global macroeconomic
climate similar to 2012: modest growth in the U.S. as continued housing
related momentum offsets slowly recovering security and industrial end
markets, a stagnant to slightly negative environment in Europe and the vast
majority of global GDP growth generated by the emerging markets. With this, we
believe our core businesses will grow at a similar rate to last year and that
the organic growth initiatives now layered within them will generate an
incremental point of growth, bringing our forecast to 2-3% organic growth in
2013, which will drive 16-21% of EPS accretion.

“Lastly, as we have previously communicated, the company does not anticipate
any significant M&A activity in 2013, and only foresees potential bolt-on
transactions concentrated in the emerging markets. We are focused on modest
deleveraging and continuing to pay our strong dividend, and we do not
anticipate any significant share repurchases outside of those in conjunction
with the HHI divestiture. As a result, our cash flow return on investment, or
CFROI, will be solidly within our 12-15% target range.

Including all charges, the Company expects EPS to approximate $4.62 to $4.87
in 2013. For the full year of 2013 the Company estimates the one-time after
tax charges to be approximately $125 million, which includes $30 million for
Infastech.

Merger And Acquisition Related One-Time Charges and Credits

  *4Q’12: Total one-time charges in 4Q’12 for continuing operations related
    to Mergers and Acquisitions were $131.4 million. Gross margin includes
    $11.3 million of these one-time charges, primarily facility
    closure-related charges, and SG&A includes $38.5 million in one-time
    charges, primarily for integration-related administration costs and
    consulting fees, as well as employee related matters. Approximately $30.4
    million of these costs that impact the Company’s operating margin are
    included in segment results, with the remainder in corporate overhead.
    Lastly, one-time charges of $24.1 million are included in Other, net and
    $57.5 million are included in restructuring charges, the majority of which
    represent acquisition-related restructuring charges associated with the
    severance of employees.
  *2012: Total one-time charges in 2012 for continuing operations related to
    Mergers and Acquisitions charges, the charges associated with the $200
    million in cost actions implemented in 2012, as well as the charges
    related to the extinguishment of debt during the third quarter were $442.2
    million, or $330 million on an after-tax basis. Gross margin includes
    $29.6 million of these one-time charges, primarily facility
    closure-related charges, and SG&A includes $138.4 million in one-time
    charges, primarily for integration-related administration costs and
    consulting fees, as well as employee related matters. Approximately $90.9
    million of these costs that impact the Company’s operating margin are
    included in segment results, with the remainder in corporate overhead.
    One-time charges of $98.8 million are included in Other, net primarily
    related to the extinguishment of debt and transaction costs. Lastly,
    one-time charges of $175.4 million are included in restructuring charges,
    the majority of which represent Niscayah-related restructuring charges and
    cost containment actions associated with the severance of employees.

The Company will host a conference call with investors today, Thursday,
January 24th, at 8:00am ET. A slide presentation which will accompany the call
will be available at www.stanleyblackanddecker.com and will remain available
after the call.

You can also access the slides via the just-released Stanley Black & Decker
Investor Relations iPad app from the Apple App Store by searching for “SWK
Investor Relations”.

The call will be accessible by telephone at (800) 447-0521, from outside the
U.S. at +1 (847) 413-3238 and via the Internet at
www.stanleyblackanddecker.com. To participate, please register on the web site
at least fifteen minutes prior to the call and download and install any
necessary audio software. Please use the conference identification number 3403
7396. A replay will also be available two hours after the call and can be
accessed at (888) 843-7419 or +1 (630) 652-3042 using the passcode 3403 7396#.

Stanley Black & Decker, an S&P 500 company, is a diversified global provider
of hand tools, power tools and related accessories, mechanical access
solutions and electronic security solutions, healthcare solutions, engineered
fastening systems, and more. Learn more at www.stanleyblackanddecker.com.

Organic sales growth is defined as total sales growth less the sales of
companies acquired in the past twelve months and any foreign currency impacts.
Operating marginis defined as sales less cost of sales and selling, general
and administrative expenses. Management uses operating margin and its
percentage of net sales as key measures to assess the performance of the
Company as a whole, as well as the related measuresat the segment level. Free
cash flow is defined as cash flow from operations less capital and software
expenditures. Management considers free cash flow an important indicator of
its liquidity, as well as its ability to fund future growth and to provide a
return to the shareowners. Free cash flow does not include deductions for
mandatory debt service, other borrowing activity, discretionary dividends on
the Company’s common stock and business acquisitions, among other items. The
normalized statement of operations, cash flows and business segment
information, as reconciled to GAAP on pages 16-21 for 2012 and 2011, is
considered relevant to aid analysis of the Company’s operating performance,
earnings results and cash flows aside from the material impact of the one-time
charges and payments associated with the Black & Decker merger, Niscayah
acquisition and other smaller acquisitions of the Company, as well as the
charges associated with the extinguishment of debt during 3Q’12. Normalized
cash flow and free cash flow, as reconciled from the associated GAAP measures
on pages 18 and 19 for 2012 and 2011 are considered meaningful pro forma
metrics to aid the understanding of the company’s cash flow performance aside
from the material impact of the M&A-related payments and charges.

                            CAUTIONARY STATEMENTS
          Under the Private Securities Litigation Reform Act of 1995

Statements in this press release that are not historical, including but not
limited to those regarding the Company’s ability to: (i) achieve full year
2013 diluted EPS of $5.40-5.65, excluding M&A charges and GAAP EPS of $4.62 -
$4.87; (ii) deliver first quarter EPS of approximately 17.5% of full year EPS
(iii)generate approximately $1.0billion in free cash flow for 2013,
excluding charges and payments; (iv) generate 16% of revenues in 2013 and 70%
of the tool and security industry sales growth over the next 20 years in
emerging markets; (v) deliver growth and operating margin rates in emerging
markets well above line average for the foreseeable future (vi) deliver an
incremental and ongoing $200 million of operating profit by 2015; and (vii)
achieve its mid-decade vision of being a $15 billion diversified industrial
company with operating margins greater than 15%, ROCE of 15%, 10 working
capital turns and greater than 20% of revenues generated from emerging markets
(collectively, the “Results”); are “forward looking statements” and subject to
risk and uncertainty.

The Company’s ability to deliver the Results as described above is based on
current expectations and involves inherent risks and uncertainties, including
factors listed below and other factors that could delay, divert, or change any
of them, and could cause actual outcomes and results to differ materially from
current expectations. In addition to the risks, uncertainties and other
factors discussed in this press release, the risks, uncertainties and other
factors that could cause or contribute to actual results differing materially
from those expressed or implied in the forward looking statements include,
without limitation, those set forth under Item1A Risk Factors of the
Company’s Annual Report on Form 10-K and any material changes thereto set
forth in any subsequent Quarterly Reports on Form 10-Q, or those contained in
the Company’s other filings with the Securities and Exchange Commission, and
those set forth below.

The Company’s ability to deliver the Results is dependent, or based, upon:
(i)the Company’s ability to achieve additional synergies in 2013 from the
combination with Black & Decker and the acquisition of Niscayah; (ii)receipt
of regulatory approvals required to complete the Infastech acquisition prior
to February 1, 2013; (iii) the Company’s ability to execute integration and
achieve synergies from the Infastech acquisition once it has been completed;
(iv) the Company’s ability to generate organic net sales increases of 2-3% in
2013 and 4-6% by 2015; (v) the Company’s ability to identify and execute upon
acquisitions and sales opportunities to double its CDIY, IAR and Security
businesses in the emerging markets by 2015 while minimizing associated costs;
(vii) the Company’s ability to complete the share repurchases scheduled for
execution by the end of the second quarter and achieve an average share count
for the year of 155.9; (viii) the Company’s ability to achieve a tax rate of
approximately 23-24% in 2013; (ix) the Company’s ability to limit interest
expense to approximate $145 million and other-net to approximate $265 million
in 2013; (x) the Company’s ability to minimize tax liabilities associated with
the HHI divestiture; (xi) successful integration of acquisitions completed in
2012 and any acquisitions completed in 2013, as well integration of existing
businesses; (xii)the continued acceptance of technologies used in the
Company’s products and services; (xiii)the Company’s ability to manage
existing Sonitrol franchisee and Mac Tools relationships; (xiv)the Company’s
ability to minimize costs associated with any sale or discontinuance of a
business or product line, including any severance, restructuring, legal or
other costs; (xv)the proceeds realized with respect to any business or
product line disposals; (xvi)the extent of any asset impairments with respect
to any businesses or product lines that are sold or discontinued; (xvii)the
success of the Company’s efforts to manage freight costs, steel and other
commodity costs as well as capital expenditures; (xviii)the Company’s ability
to sustain or increase prices in order to, among other things, offset or
mitigate the impact of steel, freight, energy, non-ferrous commodity and other
commodity costs and any inflation increases; (xix) the Company’s ability to
generate free cash flow and maintain a strong debt to capital ratio; (xx) the
Company’s ability to identify and effectively execute productivity
improvements and cost reductions, while minimizing any associated
restructuring charges; (xxi)the Company’s ability to obtain favorable
settlement of routine tax audits; (xxii)the ability of the Company to
generate earnings sufficient to realize future income tax benefits during
periods when temporary differences become deductible; (xxiii)the continued
ability of the Company to access credit markets under satisfactory terms;
(xxiv) the Company’s ability to negotiate satisfactory payment terms under
which the Company buys and sells goods, services, materials and products; and
(xxv)the Company’s ability to successfully develop, market and achieve sales
from new products and services.

The Company’s ability to deliver the Results is also dependent upon: (i)the
success of the Company’s marketing and sales efforts, including the ability to
develop and market new and innovative products in both existing and new
markets; (ii)the ability of the Company to maintain or improve production
rates in the Company’s manufacturing facilities, respond to significant
changes in product demand and fulfill demand for new and existing products;
(iii)the Company’s ability to continue improvements in working capital
through effective management of accounts receivable and inventory levels;
(iv)the ability to continue successfully managing and defending claims and
litigation; (v)the success of the Company’s efforts to mitigate any cost
increases generated by, for example, increases in the cost of energy or
significant Chinese Renminbi or other currency appreciation; (vi)the
geographic distribution of the Company’s earnings; (vii)the commitment to and
success of the Stanley Fulfillment System; (viii) successful implementation
with expected results of cost reduction programs; and (ix) successful
completion of share repurchases at anticipated costs.

The Company’s ability to achieve the Results will also be affected by external
factors. These external factors include: challenging global macroeconomic
environment; the continued economic growth of emerging markets, particularly
Latin America; pricing pressure and other changes within competitive markets;
the continued consolidation of customers particularly in consumer channels;
inventory management pressures on the Company’s customers; the impact the
tightened credit markets may have on the Company or its customers or
suppliers; the extent to which the Company has to write off accounts
receivable or assets or experiences supply chain disruptions in connection
with bankruptcy filings by customers or suppliers; increasing competition;
changes in laws, regulations and policies that affect the Company, including,
but not limited to trade, monetary, tax and fiscal policies and laws; the
timing and extent of any inflation or deflation; currency exchange
fluctuations; the impact of dollar/foreign currency exchange and interest
rates on the competitiveness of products and the Company’s debt program; the
strength of the U.S. and European economies; the extent to which world-wide
markets associated with homebuilding and remodeling stabilize and rebound; the
impact of events that cause or may cause disruption in the Company’s
manufacturing, distribution and sales networks such as war, terrorist
activities, and political unrest; and recessionary or expansive trends in the
economies of the world in which the Company operates. The Company undertakes
no obligation to publicly update or revise any forward-looking statements to
reflect events or circumstances that may arise after the date hereof.


STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, Millions of Dollars Except Per Share Amounts)
                                                              
                                                                   
                        FOURTH QUARTER              YEAR TO DATE
                         2012        2011        2012         2011    
                                                                   
NET SALES               $ 2,668.5     $ 2,565.4     $ 10,190.5     $ 9,435.5
                                                                   
COSTS AND EXPENSES
Cost of sales            1,720.3     1,655.0     6,485.9      5,967.3 
Gross margin              948.2         910.4         3,704.6        3,468.2
% of Net Sales            35.5    %     35.5    %     36.4     %     36.8    %
                                                                   
Selling, general and      642.2         639.7         2,520.4        2,380.9
administrative
% of Net sales            24.1    %     24.9    %     24.7     %     25.2    %
                                                                   
Operating margin          306.0         270.7         1,184.2        1,087.3
% of Net sales            11.5    %     10.6    %     11.6     %     11.5    %
                                                                   
Other - net               83.9          70.7          347.4          255.7
Restructuring charges    57.5        22.4        175.1        69.3    
Income from               164.6         177.6         661.7          762.3
operations
                                                                   
Interest - net           36.1        30.2        134.1        113.9   
                                                                   
EARNINGS FROM
CONTINUING OPERATIONS     128.5         147.4         527.6          648.4
BEFORE INCOME TAXES
Income taxes
(benefit) on             (2.0    )    (5.9    )    78.9         50.1    
continuing operations
NET EARNINGS FROM        130.5       153.3       448.7        598.3   
CONTINUING OPERATIONS
                                                                   
Less: net earnings
(loss) attributable      0.4         (0.5    )    (0.8     )    (0.1    )
to non-controlling
interests
                                                                   
NET EARNINGS FROM
CONTINUING OPERATIONS    130.1       153.8       449.5        598.4   
ATTRIBUTABLE TO
COMMON SHAREOWNERS
                                                                   
Earnings from
discontinued
operations before
income taxes              395.3         20.5          503.5          114.9
(including pretax
gain on HHI sale of
$384.7 million)
Income taxes on
discontinued
operations (including    33.3        10.3        69.2         38.7    
income taxes for gain
on HHI sale of $25.8
million)
NET EARNINGS FROM
DISCONTINUED             362.0       10.2        434.3        76.2    
OPERATIONS
                                                                   
NET EARNINGS
ATTRIBUTABLE TO         $ 492.1      $ 164.0      $ 883.8       $ 674.6   
COMMON SHAREOWNERS
                                                                   
                                                                   
BASIC EARNINGS PER
SHARE OF COMMON STOCK
Continuing operations   $ 0.81        $ 0.94        $ 2.75         $ 3.60
Discontinued             2.24        0.06        2.66         0.46    
operations
Total basic earnings
per share of common     $ 3.05       $ 1.00       $ 5.41        $ 4.06    
stock
                                                                   
DILUTED EARNINGS PER
SHARE OF COMMON STOCK
Continuing operations   $ 0.79        $ 0.92        $ 2.70         $ 3.52
Discontinued             2.20       0.06        2.61        0.45    
operations
Total diluted
earnings per share of   $ 2.99       $ 0.98       $ 5.30        $ 3.97    
common stock
                                                                   
DIVIDENDS PER SHARE     $ 0.49       $ 0.41       $ 1.80        $ 1.64    
                                                                   
AVERAGE SHARES
OUTSTANDING (in
thousands)
Basic                    161,212     163,421     163,067      165,832 
Diluted                  164,553     166,993     166,701      170,105 
                                                                             


STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, Millions of Dollars)
                                                              
                                                   December 29,   December 31,
                                                     2012          2011
                                                                  
ASSETS
  Cash and cash equivalents                        $  716.0       $  906.9
  Accounts and notes receivable, net                  1,538.2        1,445.0
  Inventories, net                                    1,316.6        1,270.9
  Assets held for sale                                133.4          1,141.5
  Other current assets                               394.0         416.5
  Total current assets                               4,098.2       5,180.8
  Property, plant and equipment, net                  1,333.7        1,142.6
  Goodwill and other intangibles, net                 9,955.7        9,290.8
  Other assets                                       304.0         334.8
  Total assets                                     $  15,691.6    $  15,949.0
                                                                  
LIABILITIES AND SHAREOWNERS' EQUITY
                                                                  
  Short-term borrowings                            $  11.5        $  526.6
  Accounts payable                                    1,350.1        1,199.1
  Accrued expenses                                    1,527.9        1,372.4
  Liabilities held for sale                          30.3          149.7
  Total current liabilities                          2,919.8       3,247.8
  Long-term debt                                      3,526.5        2,925.8
  Other long-term liabilities                         2,518.0        2,708.4
  Stanley Black & Decker, Inc. shareowners'           6,667.3        7,003.8
  equity
  Non-controlling interests' equity                  60.0          63.2
  Total liabilities and equity                     $  15,691.6    $  15,949.0
                                                                     


STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
SUMMARY OF CASH FLOW ACTIVITY
(Unaudited, Millions of Dollars)
                                                            
                        FOURTH QUARTER              YEAR TO DATE
                                                                   
                         2012         2011       2012         2011     
     OPERATING
     ACTIVITIES
       Net earnings
       from             $ 130.5        $ 153.3      $ 448.7        $ 598.3
       continuing
       operations
       Net earnings
       from               362.0          10.2         434.3          76.2
       discontinued
       operations
       Net gain on        (358.9   )     -            (358.9   )     -
       HHI sale
       Depreciation
       and                114.7          112.1        445.3          410.1
       amortization
       Changes in
       working            338.5          242.1        52.5           170.1
       capital^1
       Other             (38.7    )    25.6       (55.7    )    (255.8   )
       Net cash
       provided by        548.1          543.3        966.2          998.9
       operating
       activities
                                                                   
                                                                   
     INVESTING AND
     FINANCING
     ACTIVITIES
       Capital and
       software           (126.5   )     (105.7 )     (386.0   )     (302.1   )
       expenditures
       Business           (12.2    )     (1.9   )     (707.3   )     (1,179.6 )
       acquisitions
       Proceeds from
       sales of           1,261.6        28.1         1,270.2        56.6
       businesses
       Proceeds from
       issuances of       23.5           17.2         126.4          119.6
       common stock
       Net short-term     (1,335.4 )     (755.4 )     (19.1    )     (199.4   )
       repayments
       Cash dividends
       on common          (82.7    )     (69.3  )     (304.0   )     (275.9   )
       stock
       Payments on        (200.3   )     -            (1,422.3 )     (403.2   )
       long-term debt
       Premium paid
       on debt            -              -            (91.0    )     -
       extinguishment
       Purchases of
       common stock       (856.0   )     (4.9   )     (1,073.8 )     (11.1    )
       for treasury
       Proceeds from
       long-term          794.1          399.6        1,523.5        421.0
       borrowings
       Other             (67.7    )    5.7        (73.7    )    (60.7    )
       Net cash used
       in investing       (601.6   )     (486.6 )     (1,157.1 )     (1,834.8 )
       and financing
       activities
                                                                   
     (Decrease)
     Increase in Cash     (53.5    )     56.7         (190.9   )     (835.9   )
     and Cash
     Equivalents
                                                                   
     Cash and Cash
     Equivalents,        769.5        850.2      906.9        1,742.8  
     Beginning of
     Period
                                                                   
     Cash and Cash
     Equivalents, End   $ 716.0       $ 906.9     $ 716.0       $ 906.9    
     of Period
                                                                   
                                                                   
^1   The change in working capital is comprised of accounts receivable,
     inventory, accounts payable and deferred revenue.
     


STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
BUSINESS SEGMENT INFORMATION
(Unaudited, Millions of Dollars)
                                                             
                                                                  
                    FOURTH QUARTER                YEAR TO DATE
                                                                  
                     2012         2011         2012          2011    
NET SALES
Construction &      $ 1,371.7      $ 1,266.7      $ 5,193.7       $ 5,007.6
DIY
Security              646.5          657.8          2,428.9         1,926.5
Industrial           650.3        640.9        2,567.9       2,501.4 
Total               $ 2,668.5     $ 2,565.4     $ 10,190.5     $ 9,435.5 
                                                                  
                                                                  
SEGMENT PROFIT
Construction &      $ 188.8        $ 153.8        $ 720.7         $ 634.8
DIY
Security              84.9           93.6           305.6           297.1
Industrial           99.9         96.2         410.2         400.7   
Segment Profit        373.6          343.6          1,436.5         1,332.6
Corporate            (67.6   )     (72.9   )     (252.3   )     (245.3  )
Overhead
Total               $ 306.0       $ 270.7       $ 1,184.2      $ 1,087.3 
                                                                  
                                                                  
Segment Profit as
a Percentage of
Net Sales
Construction &        13.8    %      12.1    %      13.9     %      12.7    %
DIY
Security              13.1    %      14.2    %      12.6     %      15.4    %
Industrial           15.4    %     15.0    %     16.0     %     16.0    %
Segment Profit        14.0    %      13.4    %      14.1     %      14.1    %
Corporate            (2.5    %)    (2.8    %)    (2.5     %)    (2.6    %)
Overhead
Total                11.5    %     10.6    %     11.6     %     11.5    %
                                                                  


STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP EARNINGS FINANCIAL MEASURES TO CORRESPONDING
NON-GAAP FINANCIAL MEASURES
(Unaudited, Millions of Dollars Except Per Share Amounts)
                                                           
                            FOURTH QUARTER 2012
                                                Merger &
                            Reported            Acquisition-     Normalized^2
                                                Related
                                                Charges^1
                                                                 
     Gross margin           $   948.2           $   11.3         $   959.5
     % of Net Sales             35.5    %                            36.0   %
                                                                 
     Selling, general           642.2               (38.5  )         603.7
     and administrative
     % of Net Sales             24.1    %                            22.6   %
                                                                 
     Operating margin           306.0               49.8             355.8
     % of Net Sales             11.5    %                            13.3   %
                                                                 
     Earnings from
     continuing                 128.5               131.4            259.9
     operations before
     income taxes
                                                                 
     Income taxes
     (benefit) on               (2.0    )           36.4             34.4
     continuing
     operations
                                                                 
     Net earnings from
     continuing                 130.1               95.0             225.1
     operations
                                                                 
     Diluted earnings
     per share of           $   0.79            $   0.58         $   1.37
     common stock
                                                                 
                                                                 
                                                                 
                            FOURTH QUARTER 2011
                                                Merger &
                            Reported            Acquisition-     Normalized^2
                                                Related
                                                Charges^1
                                                                 
     Gross margin           $   910.4           $   6.8          $   917.2
     % of Net Sales             35.5    %                            35.7   %
                                                                 
     Selling, general           639.7               (43.2  )         596.5
     and administrative
     % of Net Sales             24.9    %                            23.2   %
                                                                 
     Operating margin           270.7               50.0             320.7
     % of Net Sales             10.6    %                            12.5   %
                                                                 
     Earnings from
     continuing                 147.4               79.0             226.4
     operations before
     income taxes
                                                                 
     Income taxes
     (benefit) on               (5.9    )           29.4             23.5
     continuing
     operations
                                                                 
     Net earnings from
     continuing                 153.8               49.6             203.4
     operations
                                                                 
     Diluted earnings
     per share of           $   0.92            $   0.30         $   1.22
     common stock
                                                                 
     Merger and acquisition-related charges relate primarily to the Black &
^1   Decker merger and Niscayah acquisition, including facility
     closure-related charges, employee-related charges and integration costs.
     The normalized 2012 and 2011 information, as reconciled to GAAP above, is
^2   considered relevant to aid analysis of the Company’s margin and earnings
     results aside from the material impact of the merger &
     acquisition-related charges.
     


STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP EARNINGS FINANCIAL MEASURES TO CORRESPONDING
NON-GAAP FINANCIAL MEASURES
(Unaudited, Millions of Dollars Except Per Share Amounts)
                                                          
                             YEAR TO DATE 2012
                                               Merger &
                                               Acquisition-
                             Reported          Related and      Normalized^2
                                               Other
                                               Charges^1
                                                                
                                                                
     Gross margin            $  3,704.6        $  29.6          $  3,734.2
     % of Net Sales             36.4     %                         36.6     %
                                                                
     Selling, general           2,520.4           (138.4  )        2,382.0
     and administrative
     % of Net Sales             24.7     %                         23.4     %
                                                                
     Operating margin           1,184.2           168.0            1,352.2
     % of Net Sales             11.6     %                         13.3     %
                                                                
     Earnings from
     continuing                 527.6             442.2            969.8
     operations before
     income taxes
                                                                
     Income taxes on
     continuing                 78.9              113.0            191.9
     operations
                                                                
     Net earnings from
     continuing                 449.5             329.2            778.7
     operations
                                                                
     Diluted earnings
     per share of common     $  2.70           $  1.97          $  4.67
     stock
                                                                
                                                                
     Merger and acquisition-related charges relate primarily to the Black &
     Decker merger and Niscayah acquisition, including facility
^1   closure-related charges, employee-related charges, integration costs, as
     well as cost containment charges. Other charges relate to the loss on
     extinguishment of debt.
     The normalized 2012 information, as reconciled to GAAP above, is
     considered relevant to aid analysis of the Company’s margin and earnings
^2   results aside from the material impact of the merger &
     acquisition-related charges as well as charges associated with the loss
     on extinguishment of debt.
                                                                
                             YEAR TO DATE 2011
                                               Merger &
                             Reported          Acquisition-     Normalized^4
                                               Related
                                               Charges^3
                                                                
     Gross margin            $  3,468.2        $  21.4          $  3,489.6
     % of Net Sales             36.8     %                         37.0     %
                                                                
     Selling, general           2,380.9           (98.3   )        2,282.6
     and administrative
     % of Net Sales             25.2     %                         24.2     %
                                                                
     Operating margin           1,087.3           119.7            1,207.0
     % of Net Sales             11.5     %                         12.8     %
                                                                
     Earnings from
     continuing                 648.4             235.6            884.0
     operations before
     income taxes
                                                                
     Income taxes on
     continuing                 50.1              49.7             99.8
     operations
                                                                
     Net earnings from
     continuing                 598.4             185.9            784.3
     operations
                                                                
     Diluted earnings
     per share of common     $  3.52           $  1.09          $  4.61
     stock
                                                                
                                                                
     Merger and acquisition-related charges relate primarily to the Black &
^3   Decker merger and Niscayah acquisition, including facility
     closure-related charges, employee-related charges and integration costs.
     The normalized 2011 information, as reconciled to GAAP above, is
^4   considered relevant to aid analysis of the Company’s margin and earnings
     results aside from the material impact of the merger &
     acquisition-related charges.
     


STANLEY BLACK & DECKER INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP CASH FLOW FINANCIAL MEASURES TO CORRESPONDING
NON-GAAP FINANCIAL MEASURES
(Unaudited, Millions of Dollars)
                                                           
                              FOURTH QUARTER 2012
                                                 Merger &
                                                 Acquisition-
                              Reported           Related         Normalized^2
                                                 Charges and
                                                 Payments^1
        Free Cash Flow
        Computation^3
        Net cash
        provided by           $   548.1          144.3           $   692.4
        operating
        activities
        Less: capital
        and software             (126.5   )     30.4               (96.1  )
        expenditures
        Free Cash Inflow
        (before               $   421.6                         $   596.3  
        dividends)
                                                                 
        Merger and acquisition-related charges and payments relate primarily
^1      to the Black & Decker merger and Niscayah acquisition, including
        facility closure-related charges, employee-related charges,
        integration costs, as well as cost containment charges.
                                                                 
                                                                 
                              FOURTH QUARTER 2011
                                                 Merger &
                                                 Acquisition-
                              Reported           Related         Normalized^2
                                                 Charges and
                                                 Payments^4
        Free Cash Flow
        Computation^3
        Net cash
        provided by           $   543.3          64.3            $   607.6
        operating
        activities
        Less: capital
        and software             (105.7   )     51.9               (53.8  )
        expenditures
        Free Cash Inflow
        (before               $   437.6                         $   553.8  
        dividends)
                                                                 
                                                                 
        Free cash flow is defined as cash flow from operations less capital
        and software expenditures. Management considers free cash flow an
        important measure of its liquidity, as well as its ability to fund
        future growth and to provide a return to the shareowners. Free cash
        flow does not include deductions for mandatory debt service, other
^2, 3   borrowing activity, discretionary dividends on the Company’s common
        stock and business acquisitions, among other items. Normalized cash
        flow and free cash flow, as reconciled to GAAP above, are considered
        meaningful pro forma metrics to aid the understanding of the Company's
        cash flow performance aside from the material impact of merger and
        acquisition-related activities.
        Merger and acquisition-related charges and payments relate primarily
^4      to the Black & Decker merger and Niscayah acquisition, including
        facility closure-related charges, employee-related charges and
        integration costs.
        


STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP CASH FLOW FINANCIAL MEASURES TO CORRESPONDING
NON-GAAP FINANCIAL MEASURES
(Unaudited, Millions of Dollars)
                                                          
                              YEAR TO DATE 2012
                                                Merger &
                                                Acquisition-
                              Reported          Related         Normalized^2
                                                Charges and
                                                Payments^1
        Free Cash Flow
        Computation^3
        Net cash
        provided by           $   966.2         356.5           $  1,322.7
        operating
        activities
        Less: capital
        and software             (386.0  )     122.4             (263.6   )
        expenditures
        Free Cash Inflow
        (before               $   580.2                        $  1,059.1  
        dividends)
                                                                
        Merger and acquisition-related charges and payments relate primarily
^1      to the Black & Decker merger and Niscayah acquisition, including
        facility closure-related charges, employee-related charges,
        integration costs, as well as cost containment charges.
                                                                
                              YEAR TO DATE 2011
                                                Merger &
                                                Acquisition-
                              Reported          Related         Normalized^2
                                                Charges and
                                                Payments^4
        Free Cash Flow
        Computation^3
        Net cash
        provided by           $   998.9         218.4           $  1,217.3
        operating
        activities
        Less: capital
        and software             (302.1  )     88.6              (213.5   )
        expenditures
        Free Cash Inflow
        (before               $   696.8                        $  1,003.8  
        dividends)
                                                                
                                                                
        Free cash flow is defined as cash flow from operations less capital
        and software expenditures. Management considers free cash flow an
        important measure of its liquidity, as well as its ability to fund
        future growth and to provide a return to the shareowners. Free cash
        flow does not include deductions for mandatory debt service, other
^2, 3   borrowing activity, discretionary dividends on the Company’s common
        stock and business acquisitions, among other items. Normalized cash
        flow and free cash flow, as reconciled to GAAP above, are considered
        meaningful pro forma metrics to aid the understanding of the Company's
        cash flow performance aside from the material impact of merger and
        acquisition-related activities.
        Merger and acquisition-related charges and payments relate primarily
^4      to the Black & Decker merger and Niscayah acquisition, including
        facility closure-related charges, employee-related charges and
        integration costs.
        


STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP SEGMENT PROFIT FINANCIAL MEASURES TO CORRESPONDING
NON-GAAP FINANCIAL MEASURES
(Unaudited, Millions of Dollars)
                                                           
                                                                 
                          FOURTH QUARTER 2012
                                               Merger &
                          Reported             Acquisition-      Normalized^2
                                               Related
                                               Charges^1
     SEGMENT PROFIT
                                                                 
     Construction &       $   188.8            $     10.7        $  199.5
     DIY
     Security                 84.9                   15.4           100.3
     Industrial              99.9                 4.3           104.2  
     Segment Profit           373.6                  30.4           404.0
     Corporate               (67.6   )             19.4          (48.2  )
     Overhead
     Total                $   306.0           $     49.8        $  355.8  
                                                                 
                                                                 
     Segment Profit
     as a Percentage
     of Net Sales
     Construction &           13.8    %                             14.5   %
     DIY
     Security                 13.1    %                             15.5   %
     Industrial              15.4    %                            16.0   %
     Segment Profit           14.0    %                             15.1   %
     Corporate               (2.5    %)                           (1.8   %)
     Overhead
     Total                   11.5    %                            13.3   %
                                                                 
                                                                 
                                                                 
                          FOURTH QUARTER 2011
                                               Merger &
                          Reported             Acquisition-      Normalized^2
                                               Related
                                               Charges^1
     SEGMENT PROFIT
                                                                 
     Construction &       $   153.8            $     6.5         $  160.3
     DIY
     Security                 93.6                   10.0           103.6
     Industrial              96.2                 8.6           104.8  
     Segment Profit           343.6                  25.1           368.7
     Corporate               (72.9   )             24.9          (48.0  )
     Overhead
     Total                $   270.7           $     50.0        $  320.7  
                                                                 
                                                                 
     Segment Profit
     as a Percentage
     of Net Sales
     Construction &           12.1    %                             12.7   %
     DIY
     Security                 14.2    %                             15.7   %
     Industrial              15.0    %                            16.4   %
     Segment Profit           13.4    %                             14.4   %
     Corporate               (2.8    %)                           (1.9   %)
     Overhead
     Total                   10.6    %                            12.5   %
                                                                 
     Merger and acquisition-related charges relate primarily to the Black &
^1   Decker merger and Niscayah acquisition, including facility
     closure-related charges, employee-related charges and integration costs.
     The normalized 2012 and 2011 business segment information, as reconciled
^2   to GAAP above, is considered relevant to aid analysis of the Company’s
     segment profit results aside from the material impact of the merger and
     acquisition-related charges.
     


STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP SEGMENT PROFIT FINANCIAL MEASURES TO CORRESPONDING
NON-GAAP FINANCIAL MEASURES
(Unaudited, Millions of Dollars)
                                                         
                                                               
                          YEAR TO DATE 2012
                                               Merger &
                          Reported             Acquisition-    Normalized^2
                                               Related
                                               Charges^1
     SEGMENT PROFIT
                                                               
     Construction &       $   720.7            $    41.7       $  762.4
     DIY
     Security                 305.6                 41.3          346.9
     Industrial              410.2               7.9          418.1    
     Segment Profit           1,436.5               90.9          1,527.4
     Corporate               (252.3    )          77.1         (175.2   )
     Overhead
     Total                $   1,184.2         $    168.0      $  1,352.2  
                                                               
                                                               
     Segment Profit
     as a Percentage
     of Net Sales
     Construction &           13.9      %                         14.7     %
     DIY
     Security                 12.6      %                         14.3     %
     Industrial              16.0      %                        16.3     %
     Segment Profit           14.1      %                         15.0     %
     Corporate               (2.5      %)                       (1.7     %)
     Overhead
     Total                   11.6      %                        13.3     %
                                                               
                                                               
                          YEAR TO DATE 2011
                                               Merger &
                          Reported             Acquisition-    Normalized^2
                                               Related
                                               Charges^1
     SEGMENT PROFIT
                                                               
     Construction &       $   634.8            $    19.8       $  654.6
     DIY
     Security                 297.1                 15.3          312.4
     Industrial              400.7               9.4          410.1    
     Segment Profit           1,332.6               44.5          1,377.1
     Corporate               (245.3    )          75.2         (170.1   )
     Overhead
     Total                $   1,087.3         $    119.7      $  1,207.0  
                                                               
                                                               
     Segment Profit
     as a Percentage
     of Net Sales
     Construction &           12.7      %                         13.1     %
     DIY
     Security                 15.4      %                         16.2     %
     Industrial              16.0      %                        16.4     %
     Segment Profit           14.1      %                         14.6     %
     Corporate               (2.6      %)                       (1.8     %)
     Overhead
     Total                   11.5      %                        12.8     %
                                                               
     Merger and acquisition-related charges relate primarily to the Black &
^1   Decker merger and Niscayah acquisition, including facility
     closure-related charges, employee-related charges and integration costs.
     The normalized 2012 and 2011 business segment information, as reconciled
^2   to GAAP above, is considered relevant to aid analysis of the Company’s
     segment profit results aside from the material impact of the merger and
     acquisition-related charges.

Contact:

Stanley Black & Decker
Kate White Vanek, 860-827-3833
Vice President, Investor & Government Relations
kate.vanek@sbdinc.com
 
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