Stanley Black & Decker (SWK) 8-K Stanley Black & Decker Reports 3Q 2012 Results

Exhibit 99.2

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, Millions of Dollars Except Per Share Amounts)

	THIRD QUARTER						YEAR TO DATE
	2012			2011			2012			2011
NET SALES	$	2,786.7		$	2,619.7		$	8,253.8		$	7,584.5
COSTS AND EXPENSES
Cost of sales		1,777.2			1,651.4			5,235.9			4,775.9
Gross margin		1,009.5			968.3			3,017.9			2,808.6
% to Net Sales		36.2	%		37.0	%		36.6	%		37.0	%
Selling, general and administrative		655.7			639.7			2,004.7			1,871.6
% to Net sales		23.5	%		24.4	%		24.3	%		24.7	%
Operating margin		353.8			328.6			1,013.2			937.0
% to Net sales		12.7	%		12.5	%		12.3	%		12.4	%
Other - net		122.5			89.6			294.2			201.7
Restructuring charges		53.4			14.9			114.1			49.2
Income from operations		177.9			224.1			604.9			686.1
Interest - net		34.1			26.8			97.6			83.2
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		143.8			197.3			507.3			602.9
Income taxes on continuing operations		28.8			35.1			116.7			86.0
NET EARNINGS FROM CONTINUING OPERATIONS		115.0			162.2			390.6			516.9
Less: net (loss) earnings attributable to non-controlling interests		(0.2	)		0.7			(1.2	)		0.4
NET EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREOWNERS		115.2			161.5			391.8			516.5
Net loss from discontinued operations before income taxes		—			(8.7	)		—			(7.6	)
Income tax benefit on discontinued operations		—			(1.8	)		—			(1.7	)
NET LOSS FROM DISCONTINUED OPERATIONS		—			(6.9	)		—			(5.9	)
NET EARNINGS ATTRIBUTABLE TO COMMON SHAREOWNERS	$	115.2		$	154.6		$	391.8		$	510.6
BASIC EARNINGS (LOSS) PER SHARE OF COMMON STOCK
Continuing operations	$	0.71		$	0.98		$	2.39		$	3.10
Discontinued operations		—			(0.04	)		—			(0.04	)
Total basic earnings per share of common stock	$	0.71		$	0.94		$	2.39		$	3.06
DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK
Continuing operations	$	0.69		$	0.96		$	2.34		$	3.02
Discontinued operations		—			(0.04	)		—			(0.04	)
Total diluted earnings per share of common stock	$	0.69		$	0.92		$	2.34		$	2.99
DIVIDENDS PER SHARE	$	0.49		$	0.41		$	1.31		$	1.23
AVERAGE SHARES OUTSTANDING (in thousands)
Basic		162,990			164,962			163,835			166,524
Diluted		166,043			168,896			167,568			170,976

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STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Millions of Dollars)

	(Unaudited) September 29, 2012		December 31, 2011
ASSETS
Cash and cash equivalents	$	769.5	$	906.9
Accounts and notes receivable, net		1,829.9		1,553.2
Inventories, net		1,702.0		1,438.6
Other current assets		452.5		424.0
Total current assets		4,753.9		4,322.7
Property, plant and equipment, net		1,385.5		1,250.9
Goodwill and other intangibles, net		10,694.5		10,037.1
Other assets		280.3		338.3
Total assets	$	17,114.2	$	15,949.0
LIABILITIES AND SHAREOWNERS’ EQUITY
Short-term borrowings	$	1,545.3	$	526.6
Accounts payable		1,489.2		1,312.6
Accrued expenses		1,635.8		1,429.3
Total current liabilities		4,670.3		3,268.5
Long-term debt		2,728.9		2,925.8
Other long-term liabilities		2,451.1		2,687.9
Stanley Black & Decker, Inc. shareowners’ equity		7,204.4		7,003.6
Non-controlling interests’ equity		59.5		63.2
Total liabilities and equity	$	17,114.2	$	15,949.0

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STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

SUMMARY OF CASH FLOW ACTIVITY

(Unaudited, Millions of Dollars)

	THIRD QUARTER						YEAR TO DATE
	2012			2011			2012			2011
OPERATING ACTIVITIES
Net earnings from continuing operations	$	115.0		$	162.2		$	390.6		$	516.9
Net loss attributed to discontinued operations		—			(6.9	)		—			(5.9	)
Depreciation and amortization		105.8			100.3			330.6			298.0
Changes in working capital1		(174.8	)		(13.8	)		(286.0	)		(72.0	)
Other		105.2			(85.9	)		(17.1	)		(281.4	)
Net cash provided by operating activities		151.2			155.9			418.1			455.6
INVESTING AND FINANCING ACTIVITIES
Capital and software expenditures		(89.0	)		(58.4	)		(259.5	)		(196.4	)
Business acquisitions		(106.4	)		(1,013.1	)		(695.1	)		(1,177.7	)
Proceeds from sale of assets/businesses		2.3			2.5			8.6			28.5
Proceeds from issuance of common stock		27.4			17.0			102.9			102.4
Net short-term borrowings (repayments)		527.4			(68.8	)		1,316.3			556.0
Cash dividends on common stock		(82.5	)		(69.1	)		(221.3	)		(206.6	)
Payments on long-term debt		(900.9	)		(1.8	)		(1,222.0	)	��	(403.2	)
Premium paid on debt extinguishment		(91.0	)		—			(91.0	)		—
Purchase of common stock for treasury		—			(0.1	)		(217.8	)		(6.2	)
Proceeds from long-term borrowings		729.4			0.9			729.4			21.4
Other		23.8			(29.2	)		(6.0	)		(66.4	)
Net cash provided by (used in) investing and financing activities		40.5			(1,220.1	)		(555.5	)		(1,348.2	)
Increase (Decrease) in Cash and Cash Equivalents		191.7			(1,064.2	)		(137.4	)		(892.6	)
Cash and Cash Equivalents, Beginning of Period		577.8			1,914.4			906.9			1,742.8
Cash and Cash Equivalents, End of Period	$	769.5		$	850.2		$	769.5		$	850.2

¹  The change in working capital is comprised of accounts receivable, inventory, accounts payable and deferred revenue.

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STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

BUSINESS SEGMENT INFORMATION

(Unaudited, Millions of Dollars)

	THIRD QUARTER						YEAR TO DATE
	2012			2011			2012			2011
NET SALES
Construction & DIY	$	1,376.1		$	1,337.6		$	3,991.5		$	3,912.8
Security		789.7			648.2			2,344.7			1,811.2
Industrial		620.9			633.9			1,917.6			1,860.5
Total	$	2,786.7		$	2,619.7		$	8,253.8		$	7,584.5
SEGMENT PROFIT
Construction & DIY	$	200.3		$	169.8		$	564.6		$	516.9
Security		120.2			107.3			319.2			283.8
Industrial		95.1			106.8			314.1			308.7
Segment Profit		415.6			383.9			1,197.9			1,109.4
Corporate Overhead		(61.8	)		(55.3	)		(184.7	)		(172.4	)
Total	$	353.8		$	328.6		$	1,013.2		$	937.0
Segment Profit as a Percentage of Net Sales
Construction & DIY		14.6	%		12.7	%		14.1	%		13.2	%
Security		15.2	%		16.6	%		13.6	%		15.7	%
Industrial		15.3	%		16.8	%		16.4	%		16.6	%
Segment Profit		14.9	%		14.7	%		14.5	%		14.6	%
Corporate Overhead		(2.2	%)		(2.2	%)		(2.2	%)		(2.2	%)
Total		12.7	%		12.5	%		12.3	%		12.4	%

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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)

	THIRD QUARTER 2012
	Reported			Merger & Acquisition- Related and Other Charges1			Normalized2
Gross margin	$	1,009.5		$	11.6		$	1,021.1
% to Net Sales		36.2	%					36.6	%
Selling, general and administrative		655.7			(38.9	)		616.8
% to Net Sales		23.5	%					22.1	%
Operating margin		353.8			50.5			404.3
% to Net Sales		12.7	%					14.5	%
Earnings from continuing operations before income taxes		143.8			161.3			305.1
Income taxes on continuing operations		28.8			44.4			73.2
Net earnings from continuing operations		115.2			116.9			232.1
Diluted earnings per share of common stock	$	0.69		$	0.71		$	1.40

¹  Merger and acquisition-related charges relate primarily to the Black & Decker merger and Niscayah acquisition, including facility closure-related charges, employee-related charges, integration costs, as well as cost containment charges. Other charges relate to the loss on extinguishment of debt.

²  The normalized 2012 and 2011 information, as reconciled to GAAP above, is considered relevant to aid analysis of the company’s margin and earnings results aside from the material impact of the merger & acquisition-related charges as well as charges associated with the loss on extinguishment of debt.

	THIRD QUARTER 2011
	Reported			Merger & Acquisition- Related Charges3			Normalized4
Gross margin	$	968.3		$	15.4		$	983.7
% to Net Sales		37.0	%					37.5	%
Selling, general and administrative		639.7			(21.8	)		617.9
% to Net Sales		24.4	%					23.6	%
Operating margin		328.6			37.2			365.8
% to Net Sales		12.5	%					14.0	%
Earnings from continuing operations before income taxes		197.3			85.7			283.0
Income taxes on continuing operations		35.1			22.1			57.2
Net earnings from continuing operations		161.5			63.6			225.1
Diluted earnings per share of common stock	$	0.96		$	0.37		$	1.33

³  Merger and acquisition-related charges relate primarily to the Black & Decker merger and Niscayah acquisition, including facility closure-related charges, employee-related charges and integration costs.

⁴  The normalized 2012 and 2011 information, as reconciled to GAAP above, is considered relevant to aid analysis of the company’s margin and earnings results aside from the material impact of the merger & acquisition-related charges.

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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
	Reported			Merger & Acquisition- Related and Other Charges1			Normalized2
Gross margin	$	3,017.9		$	25.8		$	3,043.7
% to Net Sales		36.6	%					36.9	%
Selling, general and administrative		2,004.7			(101.2	)		1,903.5
% to Net Sales		24.3	%					23.1	%
Operating margin		1,013.2			127.0			1,140.2
% to Net Sales		12.3	%					13.8	%
Earnings from continuing operations before income taxes		507.3			324.0			831.3
Income taxes on continuing operations		116.7			78.5			195.2
Net earnings from continuing operations		391.8			245.5			637.3
Diluted earnings per share of common stock	$	2.34		$	1.46		$	3.80

¹  Merger and acquisition-related charges relate primarily to the Black & Decker merger and Niscayah acquisition, including facility closure-related charges, employee-related charges, integration costs, as well as cost containment charges. Other charges relate to the loss on extinguishment of debt.

²  The normalized 2012 and 2011 information, as reconciled to GAAP above, is considered relevant to aid analysis of the company’s margin and earnings 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
	Reported			Merger & Acquisition- Related Charges3			Normalized4
Gross margin	$	2,808.6		$	26.5		$	2,835.1
% to Net Sales		37.0	%					37.4	%
Selling, general and administrative		1,871.6			(55.6	)		1,816.0
% to Net Sales		24.7	%					23.9	%
Operating margin		937.0			82.1			1,019.1
% to Net Sales		12.4	%					13.4	%
Earnings from continuing operations before income taxes		602.9			172.5			775.4
Income taxes on continuing operations		86.0			25.6			111.6
Net earnings from continuing operations		516.5			146.9			663.4
Diluted earnings per share of common stock	$	3.02		$	0.86		$	3.88

³  Merger and acquisition-related charges relate primarily to the Black & Decker merger and Niscayah acquisition, including facility closure-related charges, employee-related charges and integration costs.

⁴  The normalized 2012 and 2011 information, as reconciled to GAAP above, is considered relevant to aid analysis of the company’s margin and earnings results aside from the material impact of the merger & acquisition-related charges.

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STANLEY BLACK & DECKER INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP CASH FLOW FINANCIAL MEASURES TO CORRESPONDING

NON-GAAP FINANCIAL MEASURES

(Unaudited, Millions of Dollars)

	THIRD QUARTER 2012
	Reported			Merger & Acquisition- Related Charges and Payments1		Normalized2
Free Cash Flow Computation3
Net cash provided by operating activities	$	151.2			83.5	$	234.7
Less: capital and software expenditures		(89.0	)		23.2		(65.8	)
Free Cash Inflow (before dividends)	$	62.2				$	168.9

¹  Merger and acquisition-related charges relate primarily to the Black & Decker merger and Niscayah acquisition, including facility closure-related charges, employee-related charges, integration costs, as well as cost containment charges.

	THIRD QUARTER 2011
	Reported			Merger & Acquisition- Related Charges and Payments4		Normalized2
Free Cash Flow Computation3
Net cash provided by operating activities	$	155.9			72.8	$	228.7
Less: capital and software expenditures		(58.4	)		6.0		(52.4	)
Free Cash Inflow (before dividends)	$	97.5				$	176.3

^2, 3 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 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 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.

⁴  Merger and acquisition-related charges relate primarily to the Black & Decker merger and Niscayah acquisition, including facility closure-related charges, employee-related charges and integration costs.

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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- Related Charges and Payments1
	Reported					Normalized2
Free Cash Flow Computation3
Net cash provided by operating activities	$	418.1			212.2	$	630.3
Less: capital and software expenditures		(259.5	)		92.0		(167.5	)
Free Cash Inflow (before dividends)	$	158.6				$	462.8

¹  Merger and acquisition-related charges relate primarily 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- Related Charges and Payments4
	Reported					Normalized2
Free Cash Flow Computation3
Net cash provided by operating activities	$	455.6			154.1	$	609.7
Less: capital and software expenditures		(196.4	)		36.7		(159.7	)
Free Cash Inflow (before dividends)	$	259.2				$	450.0

^2, 3 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 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 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.

⁴  Merger and acquisition-related charges relate primarily to the Black & Decker merger and Niscayah acquisition, including facility closure-related charges, employee-related charges and integration costs.

Page 17

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP SEGMENT PROFIT FINANCIAL MEASURES TO CORRESPONDING

NON-GAAP FINANCIAL MEASURES

(Unaudited, Millions of Dollars)

	THIRD QUARTER 2012
	Reported			Merger & Acquisition- Related Charges1		Normalized2
SEGMENT PROFIT
Construction & DIY	$	200.3		$	17.2	$	217.5
Security		120.2			10.2		130.4
Industrial		95.1			0.6		95.7
Segment Profit		415.6			28.0		443.6
Corporate Overhead		(61.8	)		22.5		(39.3	)
Total	$	353.8		$	50.5	$	404.3
Segment Profit as a Percentage of Net Sales
Construction & DIY		14.6	%				15.8	%
Security		15.2	%				16.5	%
Industrial		15.3	%				15.4	%
Segment Profit		14.9	%				15.9	%
Corporate Overhead		(2.2	%)				(1.4	%)
Total		12.7	%				14.5	%
	THIRD QUARTER 2011
	Reported			Merger & Acquisition- Related Charges1		Normalized2
SEGMENT PROFIT
Construction & DIY	$	169.8		$	6.7	$	176.5
Security		107.3			11.1		118.4
Industrial		106.8			0.5		107.3
Segment Profit		383.9			18.3		402.2
Corporate Overhead		(55.3	)		18.9		(36.4	)
Total	$	328.6		$	37.2	$	365.8
Segment Profit as a Percentage of Net Sales
Construction & DIY		12.7	%				13.2	%
Security		16.6	%				18.2	%
Industrial		16.8	%				16.9	%
Segment Profit		14.7	%				15.3	%
Corporate Overhead		(2.2	%)				(1.3	%)
Total		12.5	%				14.0	%

¹  Merger and acquisition-related charges relate primarily to the Black & Decker merger and Niscayah acquisition, including facility closure-related charges, employee-related charges and integration costs.

²  The normalized 2012 and 2011 business segment information, as reconciled 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.

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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
	Reported			Merger & Acquisition- Related Charges1		Normalized2
SEGMENT PROFIT
Construction & DIY	$	564.6		$	31.0	$	595.6
Security		319.2			34.7		353.9
Industrial		314.1			3.6		317.7
Segment Profit		1,197.9			69.3		1,267.2
Corporate Overhead		(184.7	)		57.7		(127.0	)
Total	$	1,013.2		$	127.0	$	1,140.2
Segment Profit as a Percentage of Net Sales
Construction & DIY		14.1	%				14.9	%
Security		13.6	%				15.1	%
Industrial		16.4	%				16.6	%
Segment Profit		14.5	%				15.4	%
Corporate Overhead		(2.2	%)				(1.5	%)
Total		12.3	%				13.8	%

	YEAR TO DATE 2011
	Reported			Merger & Acquisition- Related Charges1		Normalized2
SEGMENT PROFIT
Construction & DIY	$	516.9		$	13.3	$	530.2
Security		283.8			17.7		301.5
Industrial		308.7			0.8		309.5
Segment Profit		1,109.4			31.8		1,141.2
Corporate Overhead		(172.4	)		50.3		(122.1	)
Total	$	937.0		$	82.1	$	1,019.1
Segment Profit as a Percentage of Net Sales
Construction & DIY		13.2	%				13.6	%
Security		15.7	%				16.6	%
Industrial		16.6	%				16.6	%
Segment Profit		14.6	%				15.0	%
Corporate Overhead		(2.2	%)				(1.6	%)
Total		12.4	%				13.4	%

¹  Merger and acquisition-related charges relate primarily to the Black & Decker merger and Niscayah acquisition, including facility closure-related charges, employee-related charges and integration costs.

²  The normalized 2012 and 2011 business segment information, as reconciled 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.

Page 19