Stanley Black & Decker (SWK) 8-K Stanley Black & Decker Reports 4Q 2012 and Full Year 2012 Results

Exhibit 99.2

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 administrative		642.2			639.7			2,520.4			2,380.9
% 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 operations		164.6			177.6			661.7			762.3
Interest - net		36.1			30.2			134.1			113.9
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		128.5			147.4			527.6			648.4
Income taxes (benefit) on continuing operations		(2.0	)		(5.9	)		78.9			50.1
NET EARNINGS FROM CONTINUING OPERATIONS		130.5			153.3			448.7			598.3
Less: net earnings (loss) attributable to non-controlling interests		0.4			(0.5	)		(0.8	)		(0.1	)
NET EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREOWNERS		130.1			153.8			449.5			598.4
Earnings from discontinued operations before income taxes (including pretax gain on HHI sale of $384.7 million)		395.3			20.5			503.5			114.9
Income taxes on discontinued operations (including income taxes for gain on HHI sale of $25.8 million)		33.3			10.3			69.2			38.7
NET EARNINGS FROM DISCONTINUED OPERATIONS		362.0			10.2			434.3			76.2
NET EARNINGS ATTRIBUTABLE TO COMMON SHAREOWNERS	$	492.1		$	164.0		$	883.8		$	674.6
BASIC EARNINGS PER SHARE OF COMMON STOCK
Continuing operations	$	0.81		$	0.94		$	2.75		$	3.60
Discontinued operations		2.24			0.06			2.66			0.46
Total basic earnings per share of common stock	$	3.05		$	1.00		$	5.41		$	4.06
DILUTED EARNINGS PER SHARE OF COMMON STOCK
Continuing operations	$	0.79		$	0.92		$	2.70		$	3.52
Discontinued operations		2.20			0.06			2.61			0.45
Total diluted earnings per share of common stock	$	2.99		$	0.98		$	5.30		$	3.97
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

Page 12

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’ equity		6,667.3		7,003.8
Non-controlling interests’ equity		60.0		63.2
Total liabilities and equity	$	15,691.6	$	15,949.0

Page 13

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 continuing operations	$	130.5		$	153.3		$	448.7		$	598.3
Net earnings from discontinued operations		362.0			10.2			434.3			76.2
Net gain on HHI sale		(358.9	)		—			(358.9	)		—
Depreciation and amortization		114.7			112.1			445.3			410.1
Changes in working capital1		338.5			242.1			52.5			170.1
Other		(38.7	)		25.6			(55.7	)		(255.8	)
Net cash provided by operating activities		548.1			543.3			966.2			998.9
INVESTING AND FINANCING ACTIVITIES
Capital and software expenditures		(126.5	)		(105.7	)		(386.0	)		(302.1	)
Business acquisitions		(12.2	)		(1.9	)		(707.3	)		(1,179.6	)
Proceeds from sales of businesses		1,261.6			28.1			1,270.2			56.6
Proceeds from issuances of common stock		23.5			17.2			126.4			119.6
Net short-term repayments		(1,335.4	)		(755.4	)		(19.1	)		(199.4	)
Cash dividends on common stock		(82.7	)		(69.3	)		(304.0	)		(275.9	)
Payments on long-term debt		(200.3	)		—			(1,422.3	)		(403.2	)
Premium paid on debt extinguishment		—			—			(91.0	)		—
Purchases of common stock for treasury		(856.0	)		(4.9	)		(1,073.8	)		(11.1	)
Proceeds from long-term borrowings		794.1			399.6			1,523.5			421.0
Other		(67.7	)		5.7			(73.7	)		(60.7	)
Net cash used in investing and financing activities		(601.6	)		(486.6	)		(1,157.1	)		(1,834.8	)
(Decrease) Increase in Cash and Cash Equivalents		(53.5	)		56.7			(190.9	)		(835.9	)
Cash and Cash Equivalents, Beginning of Period		769.5			850.2			906.9			1,742.8
Cash and Cash Equivalents, End of Period	$	716.0		$	906.9		$	716.0		$	906.9

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

Page 14

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 & DIY	$	1,371.7		$	1,266.7		$	5,193.7		$	5,007.6
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 & DIY	$	188.8		$	153.8		$	720.7		$	634.8
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 Overhead		(67.6	)		(72.9	)		(252.3	)		(245.3	)
Total	$	306.0		$	270.7		$	1,184.2		$	1,087.3
Segment Profit as a Percentage of Net Sales
Construction & DIY		13.8	%		12.1	%		13.9	%		12.7	%
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 Overhead		(2.5	%)		(2.8	%)		(2.5	%)		(2.6	%)
Total		11.5	%		10.6	%		11.6	%		11.5	%

Page 15

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
	Reported			Merger & Acquisition- Related Charges1			Normalized2
Gross margin	$	948.2		$	11.3		$	959.5
% of Net Sales		35.5	%					36.0	%
Selling, general and administrative		642.2			(38.5	)		603.7
% 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 operations before income taxes		128.5			131.4			259.9
Income taxes (benefit) on continuing operations		(2.0	)		36.4			34.4
Net earnings from continuing operations		130.1			95.0			225.1
Diluted earnings per share of common stock	$	0.79		$	0.58		$	1.37

	FOURTH QUARTER 2011
	Reported			Merger & Acquisition- Related Charges1			Normalized2
Gross margin	$	910.4		$	6.8		$	917.2
% of Net Sales		35.5	%					35.7	%
Selling, general and administrative		639.7			(43.2	)		596.5
% 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 operations before income taxes		147.4			79.0			226.4
Income taxes (benefit) on continuing operations		(5.9	)		29.4			23.5
Net earnings from continuing operations		153.8			49.6			203.4
Diluted earnings per share of common stock	$	0.92		$	0.30		$	1.22

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 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.

Page 16

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	$	3,704.6		$	29.6		$	3,734.2
% of Net Sales		36.4	%					36.6	%
Selling, general and administrative		2,520.4			(138.4	)		2,382.0
% 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 operations before income taxes		527.6			442.2			969.8
Income taxes on continuing operations		78.9			113.0			191.9
Net earnings from continuing operations		449.5			329.2			778.7
Diluted earnings per share of common stock	$	2.70		$	1.97		$	4.67

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 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	$	3,468.2		$	21.4		$	3,489.6
% of Net Sales		36.8	%					37.0	%
Selling, general and administrative		2,380.9			(98.3	)		2,282.6
% 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 operations before income taxes		648.4			235.6			884.0
Income taxes on continuing operations		50.1			49.7			99.8
Net earnings from continuing operations		598.4			185.9			784.3
Diluted earnings per share of common stock	$	3.52		$	1.09		$	4.61

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 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.

Page 17

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
	Reported			Merger & Acquisition- Related Charges and Payments1		Normalized2
Free Cash Flow Computation3
Net cash provided by operating activities	$	548.1			144.3	$	692.4
Less: capital and software expenditures		(126.5	)		30.4		(96.1	)
Free Cash Inflow (before dividends)	$	421.6				$	596.3

¹  Merger and acquisition-related charges and payments 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.

	FOURTH QUARTER 2011
	Reported			Merger & Acquisition- Related Charges and Payments4		Normalized2
Free Cash Flow Computation3
Net cash provided by operating activities	$	543.3			64.3	$	607.6
Less: capital and software expenditures		(105.7	)		51.9		(53.8	)
Free Cash Inflow (before dividends)	$	437.6				$	553.8

^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 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.

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

Page 18

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
	Reported			Merger & Acquisition- Related Charges and Payments1		Normalized2
Free Cash Flow Computation3
Net cash provided by operating activities	$	966.2			356.5	$	1,322.7
Less: capital and software expenditures		(386.0	)		122.4		(263.6	)
Free Cash Inflow (before dividends)	$	580.2				$	1,059.1

¹  Merger and acquisition-related charges and payments 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
	Reported			Merger & Acquisition- Related Charges and Payments4		Normalized2
Free Cash Flow Computation3
Net cash provided by operating activities	$	998.9			218.4	$	1,217.3
Less: capital and software expenditures		(302.1	)		88.6		(213.5	)
Free Cash Inflow (before dividends)	$	696.8				$	1,003.8

^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 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.

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

Page 19

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
	Reported			Merger & Acquisition- Related Charges1		Normalized2
SEGMENT PROFIT
Construction & DIY	$	188.8		$	10.7	$	199.5
Security		84.9			15.4		100.3
Industrial		99.9			4.3		104.2
Segment Profit		373.6			30.4		404.0
Corporate Overhead		(67.6	)		19.4		(48.2	)
Total	$	306.0		$	49.8	$	355.8
Segment Profit as a Percentage of Net Sales
Construction & DIY		13.8	%				14.5	%
Security		13.1	%				15.5	%
Industrial		15.4	%				16.0	%
Segment Profit		14.0	%				15.1	%
Corporate Overhead		(2.5	%)				(1.8	%)
Total		11.5	%				13.3	%
	FOURTH QUARTER 2011
	Reported			Merger & Acquisition- Related Charges1		Normalized2
SEGMENT PROFIT
Construction & DIY	$	153.8		$	6.5	$	160.3
Security		93.6			10.0		103.6
Industrial		96.2			8.6		104.8
Segment Profit		343.6			25.1		368.7
Corporate Overhead		(72.9	)		24.9		(48.0	)
Total	$	270.7		$	50.0	$	320.7
Segment Profit as a Percentage of Net Sales
Construction & DIY		12.1	%				12.7	%
Security		14.2	%				15.7	%
Industrial		15.0	%				16.4	%
Segment Profit		13.4	%				14.4	%
Corporate Overhead		(2.8	%)				(1.9	%)
Total		10.6	%				12.5	%

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 20

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	$	720.7		$	41.7	$	762.4
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 Overhead		(252.3	)		77.1		(175.2	)
Total	$	1,184.2		$	168.0	$	1,352.2
Segment Profit as a Percentage of Net Sales
Construction & DIY		13.9	%				14.7	%
Security		12.6	%				14.3	%
Industrial		16.0	%				16.3	%
Segment Profit		14.1	%				15.0	%
Corporate Overhead		(2.5	%)				(1.7	%)
Total		11.6	%				13.3	%
	YEAR TO DATE 2011
	Reported			Merger & Acquisition- Related Charges1		Normalized2
SEGMENT PROFIT
Construction & DIY	$	634.8		$	19.8	$	654.6
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 Overhead		(245.3	)		75.2		(170.1	)
Total	$	1,087.3		$	119.7	$	1,207.0
Segment Profit as a Percentage of Net Sales
Construction & DIY		12.7	%				13.1	%
Security		15.4	%				16.2	%
Industrial		16.0	%				16.4	%
Segment Profit		14.1	%				14.6	%
Corporate Overhead		(2.6	%)				(1.8	%)
Total		11.5	%				12.8	%

¹  Merger and acquisition-related charges relate primarily to the Black & Decker merger and Niscayah acquisition, including facility closure-related charges, employee-related charges 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 21