Price Graph
Price
Yield
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Connecticut
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06-0548860
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(State Or Other Jurisdiction Of
Incorporation Or Organization)
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(I.R.S. Employer
Identification Number)
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1000 Stanley Drive
New Britain, Connecticut
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06053
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(Address Of Principal Executive Offices)
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(Zip Code)
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Title Of Each Class
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Name Of Each Exchange On Which Registered
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Common Stock-$2.50 Par Value per Share
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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SIGNATURES
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EX-10.18c
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EX-10.18d
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EX-12
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EX-21
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EX-23
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EX-24
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EX-31.I.A
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EX-31.I.B
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EX-32.I
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EX-32.II
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•
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the difficulty of enforcing agreements and protecting assets through legal systems outside the U.S.;
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•
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managing widespread operations and enforcing internal policies and procedures such as compliance with U.S. and foreign anti-bribery and anti-corruption regulations;
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•
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trade protection measures and import or export licensing requirements;
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•
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the application of certain labor regulations outside of the United States;
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•
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compliance with a wide variety of non-U.S. laws and regulations;
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•
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changes in the general political and economic conditions in the countries where the Company operates, particularly in emerging markets;
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•
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the threat of nationalization and expropriation;
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•
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increased costs and risks of doing business in a wide variety of jurisdictions;
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•
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government controls limiting importation of goods;
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•
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government controls limiting payments to suppliers for imported goods;
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•
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limitations on repatriation of earnings; and
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•
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exposure to wage, price and capital controls.
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•
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depressed consumer and business confidence may decrease demand for products and services;
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•
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customers may implement cost-reduction initiatives or delay purchases to address inventory levels;
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•
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significant declines of foreign currency values in countries where the Company operates could impact both the revenue growth and overall profitability in those geographies;
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•
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a devaluation of or a break-up of the Euro could have an effect on the credit worthiness (as well as the availability of funds) of customers impacting the collectability of receivables;
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•
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a devaluation of or break of the Euro could have an adverse effect on the value of financial assets of the Company in the effected countries;
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•
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the impact of an event (individual country default or break up of the Euro) could have an adverse impact on the global credit markets and global liquidity potentially impacting the Company’s ability to access these credit markets and to raise capital.
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•
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a limitation on creating liens on certain property of the Company and its subsidiaries;
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•
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a restriction on entering into certain sale-leaseback transactions;
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•
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customary events of default. If an event of default occurs and is continuing, the Company might be required to repay all amounts outstanding under the respective instrument or agreement; and
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•
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maintenance of a specified financial ratio. The Company has an interest coverage covenant that must be maintained to permit continued access to its committed revolving credit facilities. The interest coverage ratio tested for covenant compliance compares adjusted Earnings Before Interest, Taxes, Depreciation and Amortization to adjusted Interest Expense (“adjusted EBITDA”/”adjusted Interest Expense”); such adjustments to interest or EBITDA include, but are not limited to, removal of non-cash interest expense, certain restructuring and other merger and acquisition-related charges as well as stock-based compensation expense. The ratio required for compliance is 3.5 times EBITDA to 1.0 times Interest Expense and is computed quarterly, on a rolling twelve months (last twelve months) basis. Under this covenant definition, the interest coverage ratio was approximately 8 times EBITDA or higher in each of the 2014 quarterly measurement periods. Management does not believe it is reasonably likely the Company will breach this covenant. Failure to maintain this ratio could adversely affect further access to liquidity.
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•
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the failure to identify the most suitable candidates for acquisitions;
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•
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the anticipated additional revenues from the acquired companies do not materialize, despite extensive due diligence;
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•
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the possibility that the acquired companies will not be successfully integrated or that anticipated cost savings, synergies, or other benefits will not be realized;
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•
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the acquired businesses will lose market acceptance or profitability;
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•
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the diversion of Company management’s attention and other resources;
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•
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the incurrence of unexpected costs and liabilities, and;
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•
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the loss of key personnel and clients or customers of acquired companies.
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•
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combine businesses and operations;
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•
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integrate departments, systems and procedures, and;
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•
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obtain cost savings and other efficiencies from such reorganizations.
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Owned
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Leased
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Total
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CDIY
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29
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14
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43
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Industrial
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21
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6
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27
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Security
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5
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3
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8
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Total
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55
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23
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78
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2014
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2013
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||||||||||||||||||||
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High
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Low
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Dividend Per
Common
Share
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High
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Low
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Dividend Per
Common
Share
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QUARTER:
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First
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$
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83.04
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$
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75.64
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$
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0.50
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$
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81.61
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$
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73.97
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$
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0.49
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Second
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$
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89.02
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$
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77.58
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$
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0.50
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$
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81.84
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$
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74.36
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$
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0.49
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Third
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$
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93.46
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$
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85.01
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$
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0.52
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$
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91.50
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$
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77.78
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$
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0.50
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Fourth
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$
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97.36
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$
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81.31
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$
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0.52
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$
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92.36
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$
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74.37
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$
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0.50
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Total
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$
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2.04
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$
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1.98
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||||||||
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2014
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(a) Total Number Of Shares Purchased
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Average Price Paid Per Share
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Total Number Of Shares Purchased As Part Of A Publicly Announced Plan
or Program
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Maximum Number Of Shares That May
Yet Be Purchased Under The Program
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September 28 - November 1
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2,427
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$
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82.53
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—
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—
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November 2 - November 29
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—
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$
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—
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—
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—
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November 30 - January 3
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78,967
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$
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95.15
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—
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—
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Total
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81,394
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$
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94.77
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—
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—
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(a)
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The shares of common stock in this column were deemed surrendered to the Company by participants in various benefit plans of the Company to satisfy the participants’ taxes related to vesting or delivery of time-vesting restricted share units under those plans.
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2014 (a)
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2013 (b)
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2012 (c)
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2011 (d)
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2010 (e)
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Continuing Operations:
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Net sales
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$
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11,339
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$
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10,890
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$
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10,022
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$
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9,332
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$
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7,438
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Net earnings from continuing operations attributable to common shareowners
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$
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857
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$
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520
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$
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458
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$
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612
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$
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151
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Net (loss) earnings from discontinued operations
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$
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(96
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)
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$
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(30
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)
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$
|
426
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$
|
63
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|
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$
|
47
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|
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Net earnings attributable to common shareowners
|
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$
|
761
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$
|
490
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|
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$
|
884
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$
|
675
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|
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$
|
198
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|
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Basic earnings (loss) per share:
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||||||||||
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Continuing operations
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$
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5.49
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$
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3.35
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|
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$
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2.81
|
|
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$
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3.69
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$
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1.03
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Discontinued operations (f)
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$
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(0.62
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)
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$
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(0.19
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)
|
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$
|
2.61
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$
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0.38
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$
|
0.32
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|
Total basic earnings per share
|
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$
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4.87
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$
|
3.16
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|
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$
|
5.41
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$
|
4.06
|
|
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$
|
1.34
|
|
|
Diluted earnings (loss) per share:
|
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|
|
|
|
|
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|
||||||||||
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Continuing operations
|
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$
|
5.37
|
|
|
$
|
3.28
|
|
|
$
|
2.75
|
|
|
$
|
3.60
|
|
|
$
|
1.01
|
|
|
Discontinued operations (f)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
2.55
|
|
|
$
|
0.37
|
|
|
$
|
0.31
|
|
|
Total diluted earnings per share
|
|
$
|
4.76
|
|
|
$
|
3.09
|
|
|
$
|
5.30
|
|
|
$
|
3.97
|
|
|
$
|
1.32
|
|
|
Percent of net sales (Continuing operations):
|
|
|
|
|
|
|
|
|
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|
||||||||||
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Cost of sales
|
|
63.8
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%
|
|
64.2
|
%
|
|
63.5
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%
|
|
63.1
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%
|
|
64.1
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%
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|||||
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Selling, general and administrative (g)
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22.9
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%
|
|
24.7
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%
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24.7
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%
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25.2
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%
|
|
26.7
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%
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|||||
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Other-net
|
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2.1
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%
|
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2.6
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%
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3.0
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%
|
|
2.7
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%
|
|
2.5
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%
|
|||||
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Interest, net
|
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1.4
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%
|
|
1.4
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%
|
|
1.3
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%
|
|
1.2
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%
|
|
1.4
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%
|
|||||
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Earnings before income taxes
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9.6
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%
|
|
5.4
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%
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|
5.3
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%
|
|
7.1
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%
|
|
2.3
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%
|
|||||
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Net earnings from continuing operations attributable to common shareowners
|
|
7.6
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%
|
|
4.8
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%
|
|
4.6
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%
|
|
6.6
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%
|
|
2.0
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%
|
|||||
|
Balance sheet data:
|
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||||||||||
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Total assets
|
|
$
|
15,849
|
|
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$
|
16,535
|
|
|
$
|
15,844
|
|
|
$
|
15,949
|
|
|
$
|
15,139
|
|
|
Long-term debt
|
|
$
|
3,840
|
|
|
$
|
3,799
|
|
|
$
|
3,527
|
|
|
$
|
2,926
|
|
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$
|
3,018
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|
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Stanley Black & Decker, Inc.’s Shareowners’ Equity
|
|
$
|
6,429
|
|
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$
|
6,799
|
|
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$
|
6,667
|
|
|
$
|
7,004
|
|
|
$
|
7,017
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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Total debt to total capital
|
|
37.4
|
%
|
|
38.2
|
%
|
|
34.7
|
%
|
|
33.0
|
%
|
|
32.9
|
%
|
|||||
|
Income tax rate — continuing operations
|
|
20.9
|
%
|
|
11.7
|
%
|
|
14.2
|
%
|
|
8.2
|
%
|
|
11.0
|
%
|
|||||
|
Common stock data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Dividends per share
|
|
$
|
2.04
|
|
|
$
|
1.98
|
|
|
$
|
1.80
|
|
|
$
|
1.64
|
|
|
$
|
1.34
|
|
|
Equity per share at year-end
|
|
$
|
41.34
|
|
|
$
|
43.73
|
|
|
$
|
43.19
|
|
|
$
|
42.84
|
|
|
$
|
42.18
|
|
|
Market price per share — high
|
|
$
|
97.36
|
|
|
$
|
92.36
|
|
|
$
|
81.34
|
|
|
$
|
77.29
|
|
|
$
|
67.29
|
|
|
Market price per share — low
|
|
$
|
75.64
|
|
|
$
|
73.97
|
|
|
$
|
59.25
|
|
|
$
|
47.83
|
|
|
$
|
49.58
|
|
|
Average shares outstanding (in 000’s):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
|
156,090
|
|
|
155,237
|
|
|
163,067
|
|
|
165,832
|
|
|
147,224
|
|
|||||
|
Diluted
|
|
159,737
|
|
|
158,776
|
|
|
166,701
|
|
|
170,105
|
|
|
150,167
|
|
|||||
|
Other information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Average number of employees
|
|
50,375
|
|
|
49,445
|
|
|
45,327
|
|
|
44,309
|
|
|
36,939
|
|
|||||
|
Shareowners of record at end of year
|
|
10,932
|
|
|
11,235
|
|
|
11,285
|
|
|
11,643
|
|
|
11,964
|
|
|||||
|
(a)
|
The Company's 2014 results include $54 million of pre-tax charges related to merger and acquisition-related charges. As a result of these charges, net earnings attributable to common shareowners were reduced by $49 million (or $0.30 per diluted share). As a percentage of Net sales, Cost of sales was 2 basis points higher, Selling, general & administrative was 28 basis points higher, Other-net was 2 basis points higher, Earnings before income taxes was 48 basis points lower, and Net earnings attributable to common shareowners was 43 basis points lower. The Income tax rate — continuing operations ratio was 53 basis points higher.
|
|
(b)
|
The Company's 2013 results include $390 million of pre-tax charges related to merger and acquisition-related charges, as well as the charges associated with the extinguishment of debt during the fourth quarter of 2013. As a result of these charges, net earnings attributable to common shareowners were reduced by $270 million (or $1.70 per diluted share). As a percentage of Net sales, Cost of sales was 27 basis points higher, Selling, general & administrative was 125 basis points higher, Other-net was 47 basis points higher, Earnings before income taxes was 358 basis points lower, and Net earnings attributable to common shareowners was 248 basis points lower. The Income tax rate — continuing operations ratio was 761 basis points lower.
|
|
(c)
|
The Company's 2012 results include $442 million of pre-tax charges related to merger and acquisition-related charges, the charges associated with the $200 million in cost actions implemented in 2012, as well as the charges associated with the extinguishment of debt during the third quarter of 2012. As a result of these charges, net earnings attributable to common shareowners were reduced by $329 million (or $1.97 per diluted share). As a percentage of Net Sales, Cost of sales was 30 basis points higher, Selling, general & administrative was 138 basis points higher, Other-net was 53 basis points higher, Earnings before income taxes was 441 basis points lower, and Net earnings attributable to common shareowners was 328 basis points lower. The Income tax rate — continuing operations ratio was 514 basis points lower. During 2012, the Company recognized an income tax benefit attributable to the settlement of certain tax contingencies of $49 million, or $0.29 per diluted share.
|
|
(d)
|
The Company’s 2011 results include $227 million of pre-tax merger and acquisition-related charges incurred in connection with the Black & Decker merger and other acquisition activities, such as Niscayah. These charges include facility closure-related charges, employee related matters, including severance costs, transaction and integration costs. As a result of these charges, net earnings attributable to common shareowners were reduced by $180 million (or $1.06 per diluted share). As a percentage of Net sales, Cost of sales was 23 basis points higher, Selling, general & administrative was 105 basis points higher, Other-net was 52 basis points higher, Earnings before income taxes was 243 basis points lower, and Net earnings attributable to common shareowners was 193 basis points lower. The Income tax rate — continuing operations ratio was 321 basis points lower. During 2011, the Company recognized an income tax benefit attributable to the settlement of certain tax contingencies of $73 million, or $0.43 per diluted share.
|
|
(e)
|
The Company’s Consolidated Financial Statements include Black & Decker’s results of operations and cash flows from March 13, 2010. The Company’s 2010 results include $478 million of pre-tax merger and acquisition-related charges incurred in connection with the Merger. Such charges include amortization of inventory step-up, facility closure-related charges, certain executive compensation and severance costs, transaction and integration costs, partially offset by pension curtailment gains. As a result of these charges, Net earnings attributable to common shareowners were reduced by $380 million (or $2.53 per diluted share). As a percentage of Net sales, Cost of sales was 196 basis points higher, Selling, general & administrative was 110 basis points higher, Other-net was 49 basis points higher, Earnings before income taxes was 643 basis points lower, and Net earnings attributable to common shareowners was 511 basis points lower. The Income tax rate — continuing operations ratio was 700 basis points lower. In the second quarter of 2010, the Company recognized an income tax benefit attributable to the settlement of certain tax contingencies of $36 million, or $0.21 per diluted share.
|
|
(f)
|
Amounts in 2014 reflect a $96 million loss, or $0.60 per diluted share, associated with the Security segment’s Spain and Italy operations (“Security Spain and Italy”) that were classified as held for sale in the fourth quarter of 2014 and two small businesses that were divested in 2014. Amounts in 2013 reflect a $30 million loss, or $0.19 per diluted share, associated with Security Spain and Italy, HHI, and two small businesses that were divested in 2014. Amounts in 2012 reflect earnings of $426 million, or $2.55 per diluted share, related to Security Spain and Italy as well as HHI, partially offset by losses associated with two small businesses previously discussed. The net (loss) earnings from discontinued operations in 2013 and 2012 include net gains related to the HHI sale of $4.7 million and $358.9 million, respectively. Refer to
Note T, Discontinued Operations
, of the
Notes to Consolidated Financial Statements
in
Item 8
for further information. Amounts in 2011 reflect earnings of $63 million (or $0.37 per diluted share) related to Security Spain and Italy, HHI, two small businesses divested in 2014, and three small businesses divested during 2011. Amounts in 2010 reflect earnings of $47 million (or $0.31 per diluted share) primarily related to HHI, two small businesses divested in 2014, and three small businesses divested during 2011.
|
|
(g)
|
SG&A is inclusive of the Provision for Doubtful Accounts.
|
|
•
|
Maintaining portfolio transition momentum by continuing diversification toward higher growth, higher profit businesses, and increasing relative weighting of emerging markets;
|
|
•
|
Being selective and operating in markets where brand is meaningful, the value proposition is definable and sustainable through innovation and global cost leadership is achievable;
|
|
•
|
Pursuing acquisitive growth on multiple fronts through opportunistically consolidating the tool industry, building on existing growth platforms such as engineered fastening and infrastructure, and opportunistically adding to security when the conditions are right;
|
|
•
|
Accelerating progress via the Stanley Fulfillment System.
|
|
•
|
4-6% organic revenue growth; 10-12% total revenue growth;
|
|
•
|
Double-digit earnings per share growth;
|
|
•
|
Free cash flow greater than or equal to net income;
|
|
•
|
Cash flow return on investment (CFROI) of 12-15%;
|
|
•
|
Continued dividend growth; and
|
|
•
|
Strong investment grade credit rating.
|
|
•
|
Invest approximately 50% in acquisitions; and
|
|
•
|
Return approximately 50% to shareowners, as the Company remains committed to continued dividend growth and opportunistic share buybacks.
|
|
•
|
$2 million reducing Gross profit primarily pertaining to integration-related matters;
|
|
•
|
$31 million in Selling, general & administrative expenses primarily for integration-related administrative costs and consulting fees, as well as employee related matters;
|
|
•
|
$2 million in Other-net primarily related to transaction costs; and
|
|
•
|
$19 million in net Restructuring charges, which primarily represent cost reduction actions associated with the severance of employees.
|
|
•
|
$29 million reducing Gross profit primarily pertaining to integration-related matters and amortization of the inventory step-up adjustment for the Infastech acquisition;
|
|
•
|
$136 million in Selling, general & administrative expenses primarily for integration-related administrative costs and consulting fees, as well as employee related matters;
|
|
•
|
$51 million in Other-net primarily related to deal transaction costs and the $21 million pre-tax loss on the extinguishment of $300 million of debt in the fourth quarter of 2013; and
|
|
•
|
$174 million in net Restructuring charges, which primarily represent Niscayah integration-related restructuring charges and cost reduction actions associated with the severance of employees.
|
|
•
|
$30 million reducing Gross profit primarily pertaining to facility closure-related charges;
|
|
•
|
$138 million in Selling, general & administrative expenses primarily for integration-related administrative costs and consulting fees, as well as employee related matters;
|
|
•
|
$100 million in Other-net primarily related to transaction costs and the $45 million loss on the extinguishment of $900 million of debt in the third quarter of 2012; and
|
|
•
|
$174 million in Restructuring charges, which primarily represent Niscayah integration-related restructuring charges and cost reduction actions associated with the severance of employees.
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Net sales
|
$
|
5,559
|
|
|
$
|
5,271
|
|
|
$
|
5,001
|
|
|
Segment profit
|
$
|
872
|
|
|
$
|
777
|
|
|
$
|
693
|
|
|
% of Net sales
|
15.7
|
%
|
|
14.7
|
%
|
|
13.9
|
%
|
|||
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Net sales
|
$
|
3,499
|
|
|
$
|
3,303
|
|
|
$
|
2,739
|
|
|
Segment profit
|
$
|
554
|
|
|
$
|
457
|
|
|
$
|
441
|
|
|
% of Net sales
|
15.8
|
%
|
|
13.8
|
%
|
|
16.1
|
%
|
|||
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Net sales
|
$
|
2,281
|
|
|
$
|
2,316
|
|
|
$
|
2,282
|
|
|
Segment profit
|
$
|
259
|
|
|
$
|
233
|
|
|
$
|
301
|
|
|
% of Net sales
|
11.4
|
%
|
|
10.1
|
%
|
|
13.2
|
%
|
|||
|
|
12/28/2013
|
|
Net
Additions
|
|
Usage
|
|
Currency
|
|
1/3/2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Severance and related costs
|
$
|
169.9
|
|
|
$
|
15.1
|
|
|
$
|
(96.7
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
81.2
|
|
|
Facility closures and other
|
21.6
|
|
|
3.7
|
|
|
(8.2
|
)
|
|
(0.7
|
)
|
|
16.4
|
|
|||||
|
Total
|
$
|
191.5
|
|
|
$
|
18.8
|
|
|
$
|
(104.9
|
)
|
|
$
|
(7.8
|
)
|
|
$
|
97.6
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Net cash provided by operating activities
|
$
|
1,296
|
|
|
$
|
868
|
|
|
$
|
966
|
|
|
Less: capital expenditures
|
(291
|
)
|
|
(340
|
)
|
|
(373
|
)
|
|||
|
Free cash flow
|
$
|
1,005
|
|
|
$
|
528
|
|
|
$
|
593
|
|
|
Payments Due by Period
|
|||||||||||||||||||
|
(Millions of Dollars)
|
Total
|
|
2015
|
|
2016 – 2017
|
|
2018 – 2019
|
|
Thereafter
|
||||||||||
|
Long-term debt(a)
|
$
|
3,866
|
|
|
$
|
6
|
|
|
$
|
9
|
|
|
$
|
986
|
|
|
$
|
2,865
|
|
|
Interest payments on long-term debt(b)
|
3,596
|
|
|
168
|
|
|
336
|
|
|
298
|
|
|
2,794
|
|
|||||
|
Operating leases
|
331
|
|
|
84
|
|
|
117
|
|
|
72
|
|
|
58
|
|
|||||
|
Inventory purchase commitments(c)
|
275
|
|
|
275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Deferred compensation
|
24
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
19
|
|
|||||
|
Marketing obligations
|
77
|
|
|
26
|
|
|
45
|
|
|
6
|
|
|
—
|
|
|||||
|
Derivatives (d)
|
41
|
|
|
—
|
|
|
7
|
|
|
34
|
|
|
—
|
|
|||||
|
Forward stock purchase contract (e)
|
150
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|||||
|
Pension funding obligations(f)
|
94
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Contract adjustment fees (g)
|
31
|
|
|
17
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|||||
|
Total contractual cash obligations
|
$
|
8,485
|
|
|
$
|
671
|
|
|
$
|
680
|
|
|
$
|
1,398
|
|
|
$
|
5,736
|
|
|
(a)
|
Future payments on long-term debt encompass all payments related to aggregate debt maturities, excluding certain fair value adjustments included in long-term debt, as discussed further in
Note H, Long-Term Debt and Financing Arrangements
.
|
|
(b)
|
Future interest payments on long-term debt reflect the applicable fixed interest rate or variable rate for floating rate debt in effect at January 3, 2015.
|
|
(c)
|
Inventory purchase commitments primarily consist of open purchase orders to purchase raw materials, components, and sourced products.
|
|
(d)
|
Future cash flows on derivative instruments reflect the fair value and accrued interest as of January 3, 2015. The ultimate cash flows on these instruments will differ, perhaps significantly, based on applicable market interest and foreign currency rates at their maturity.
|
|
(e)
|
The company is obligated to pay $150 million to the financial institution counterparty to the forward stock purchase contract in October 2016, or earlier at the company's option. See
Note J. Capital Stock
, for further discussion.
|
|
(f)
|
This amount principally represents contributions either required by regulations or laws or, with respect to unfunded plans, necessary to fund current benefits. The Company has not presented estimated pension and post-retirement funding beyond 2015 as funding can vary significantly from year to year based upon changes in the fair value of the plan assets, actuarial assumptions, and curtailment/settlement actions.
|
|
(g)
|
These amounts represent future contract adjustment payments to holders of the Company's Equity Purchase Contracts and Purchase Contracts. See
Note H, Long-Term Debt and Financing Arrangements
for further discussion.
|
|
Amount of Commitment Expirations Per Period
|
||||||||||||||||||||
|
(Millions of Dollars)
|
|
Total
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
Thereafter
|
||||||||||
|
U.S. lines of credit
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
Name and Age
|
|
Office
|
|
Date Elected to
Office
|
|
John F. Lundgren (63)
|
|
Chairman and Chief Executive Officer. Has served as Chief Executive Officer since March 1, 2004 and Chairman from March 1, 2004 through March 12, 2010 and again from March 13, 2013 to present. Served as President and Chief Executive Officer from March 12, 2010 through January 13, 2013.
|
|
3/1/2004
|
|
|
|
|
|
|
|
James M. Loree (56)
|
|
President & Chief Operating Officer since January 2013. Executive Vice President and Chief Operating Officer (2007); Executive Vice President Finance and Chief Financial Officer (1999).
|
|
7/19/1999
|
|
|
|
|
|
|
|
Donald Allan, Jr. (50)
|
|
Senior Vice President & Chief Financial Officer since March 2010. Vice President & Chief Financial Officer (2009); Vice President & Corporate Controller (2002); Corporate Controller (2000); Assistant Controller (1999).
|
|
10/24/2006
|
|
|
|
|
||
|
Jeffery D. Ansell (47)
|
|
Senior Vice President and Group Executive, Global Tools & Storage since January 2015. Senior Vice President and Group Executive, Construction and DIY (2010). Vice President & President, Stanley Consumer Tools Group; President - Consumer Tools and Storage (2004); President of Industrial Tools & Storage (2002); Vice President - Global Consumer Tools Marketing (2001); Vice President Consumer Sales America (1999).
|
|
2/22/2006
|
|
|
|
|
||
|
Michael A. Bartone (55)
|
|
Vice President, Corporate Tax since January 2002.
|
|
7/17/2009
|
|
|
|
|
||
|
Bruce H. Beatt (62)
|
|
Senior Vice President, General Counsel and Secretary since March 2010. Vice President, General Counsel and Secretary (2000).
|
|
10/9/2000
|
|
|
|
|
||
|
D. Brett Bontrager (52)
|
|
President, Vertical Markets, Stanley Security since October 2014. Senior Vice President and Group Executive, Stanley Security Solutions (2011). Senior Vice President and Group Executive, Stanley Convergent Solutions (2010). President, Convergent Security Solutions and Vice President, Business Development (2007); Vice President, Business Development (2004); Director, Business Development (2003).
|
|
8/1/2008
|
|
|
|
|
|
|
|
James J. Cannon (44)
|
|
Senior Vice President & Group Executive, Stanley Security North America & Emerging Markets since October 2014. President, Stanley Oil & Gas (2012); President, IAR Europe & LAG (2011); President, IAR North America (2010); President, IAS (2009); President & General Manager, Stanley Engineered Storage Solutions (2007); General Manager, Stanley-Vidmar Storage Technologies (2005).
|
|
7/23/2014
|
|
|
|
|
|
|
|
Craig A. Douglas (60)
|
|
Vice President & Treasurer since January 2002.
|
|
7/17/2009
|
|
|
|
|
||
|
Rhonda O. Gass (51)
|
|
Vice President & Chief Information Officer since October 2012.
|
|
10/11/2012
|
|
|
|
|
|
|
|
Massimo Grassi (53)
|
|
Staff Executive since January 2015. President, Stanley Security - Europe (2013). President, Stanley Security Solutions Europe and Executive Director Industrial & Automotive Repair (2012); President, Industrial & Automotive Repair (2009); President, Stanley Europe and President Directeur General, Facom (2007).
|
|
3/12/2010
|
|
|
|
|
||
|
Lee B. McChesney (43)
|
|
Chief Financial Officer-Global Tools & Storage since January 2015. Chief Financial Officer-CDIY (2010); Chief Financial Officer, MAS and Regional Executive, Stanley Security Solutions Asia (2009); Chief Financial Officer, Stanley Mechanical Access Solutions (2007); Chief Financial Officer, Stanley Security Solutions (2006).
|
|
7/23/2014
|
|
|
|
|
||
|
Jaime Ramirez (47)
|
|
Senior Vice President & President, Global Emerging Markets, since October 2012. President, Construction & DIY, Latin America (2010); Vice President and General Manager – Latin America, Power Tools & Accessories, The Black & Decker Corporation (2008); Vice President and General Manager – Andean Region The Black & Decker Corporation (2007).
|
|
3/12/2010
|
|
|
|
|
|
|
|
Ben S. Sihota (56)
|
|
President, Emerging Markets Group since March 2010. Vice President and President-Asia/Pacific, Power Tools & Accessories, The Black & Decker Corporation (2006); President-Asia, Power Tools & Accessories, The Black & Decker Corporation (2000).
|
|
3/12/2010
|
|
|
|
|
|
|
|
JoAnna L. Sohovich (43)
|
|
President, Stanley Engineered Fastening since January 2015. Global President, IAR (2012); President, IAR North America (2011); President, Security & Communications Honeywell International (2010).
|
|
7/23/2014
|
|
|
|
|
|
|
|
Steven J. Stafstrom (56)
|
|
Vice President, Operations-Global Tools & Storage since January 2015. Vice President, Operations, CDIY & Emerging Markets (2012). Vice President Global Operations, CDIY (2010); Vice President, Operations, Consumer Tools & Storage (2005).
|
|
12/6/2012
|
|
|
|
|
|
|
|
William S. Taylor (59)
|
|
President, Power Tools-Global Tools and Storage since January 2015. President, Fastening & Accessories (2012). President, Professional Power Tools & Products (2010); Vice President-Global Product Development of the Industrial Products Group, The Black & Decker Corporation (2009); Vice President-Industrial Products Group Product Development, The Black & Decker Corporation (2008); Vice President/General Manager Industrial Accessories Business, The Black & Decker Corporation (2008); Vice President and General Manager Woodworking Tools, The Black & Decker Corporation (2005).
|
|
3/12/2010
|
|
|
|
|
||
|
Joseph Voelker (59)
|
|
Senior Vice President, Human Resources, since April 1, 2013. VP Human Resources (2009); VP Human Resources - ITG/Corporate Staff (2006); VP Human Resources - Tools Group/Operations (2004); HR Director, Tools Group (2003); HR Director, Operations (1999).
|
|
4/1/2013
|
|
|
|
|
|
|
|
John H. Wyatt (56)
|
|
President, Sales & Marketing-Global Tools & Storage since January 2015. President, Construction & DIY, Europe and ANZ (2012). President, Construction & DIY, EMEA (2010); President-Europe, Middle East, and Africa, Power Tools and Accessories, The Black & Decker Corporation (2008); Vice President-Consumer Products (Europe, Middle East and Africa), The Black & Decker Corporation (2006).
|
|
3/12/2010
|
|
|
|
(A)
|
|
|
(B)
|
|
|
(C)
|
|
||||
|
Plan Category
|
|
Number of securities to be
issued upon exercise of
outstanding options and stock
awards
|
|
|
Weighted-average exercise
price of outstanding options
|
|
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (A))
|
|
||||
|
Equity compensation plans approved by security holders
|
|
9,812,696
|
|
(1)
|
|
$
|
67.01
|
|
(2)
|
|
12,450,629
|
|
(3)
|
|
Equity compensation plans not approved by security holders
(4)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Total
|
|
9,812,696
|
|
|
|
$
|
67.01
|
|
|
|
12,450,629
|
|
(3)
|
|
(1)
|
Consists of 7,324,081 shares underlying outstanding stock options (whether vested or unvested) with a weighted average exercise price of $67.01 and a weighted average term of 5.95 years; 2,342,516 shares underlying time-vesting restricted stock units that have not yet vested and the maximum number of shares that will be issued pursuant to outstanding long term performance awards if all established goals are met; and 146,099 of shares earned but related to which participants elected deferral of delivery. All stock-based compensation plans are discussed in
Note J, Capital Stock
, of the
Notes to Consolidated Financial Statements
in
Item 8
.
|
|
(2)
|
There is no cost to the recipient for shares issued pursuant to time-vesting restricted stock units or long term performance awards. Because there is no strike price applicable to these stock awards they are excluded from the weighted-average exercise price which pertains solely to outstanding stock options.
|
|
(3)
|
Consists of 2,286,365 of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and 10,164,264 securities available for future grants by the board of directors under stock-based compensation plans.
|
|
(4)
|
U.S. employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the Employee Stock Ownership Plan ("ESOP") section of
|
|
STANLEY BLACK & DECKER, INC.
|
||
|
|
|
|
|
By:
|
|
/s/ John F. Lundgren
|
|
|
|
John F. Lundgren, Chairman and Chief Executive Officer
|
|
|
|
|
|
Date:
|
|
February 19, 2015
|
|
Signature
|
|
Title
|
|
Date
|
|
|
/s/ John F. Lundgren
|
|
Chairman and Chief Executive Officer
|
|
February 19, 2015
|
|
|
John F. Lundgren
|
|
|
|
|
|
|
|
|
|
|||
|
/s/ Donald Allan, Jr.
|
|
Senior Vice President and Chief Financial Officer
|
|
February 19, 2015
|
|
|
Donald Allan, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jocelyn S. Belisle
|
|
Chief Accounting Officer
|
|
February 19, 2015
|
|
|
Jocelyn S. Belisle
|
|
|
|
|
|
|
|
|
|
|||
|
*
|
|
Director
|
|
February 19, 2015
|
|
|
Andrea J. Ayers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2015
|
|
|
George W. Buckley
|
|
|
|
|
|
|
|
|
|
|||
|
*
|
|
Director
|
|
February 19, 2015
|
|
|
Patrick D. Campbell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2015
|
|
|
Carlos M. Cardoso
|
|
|
|
|
|
|
|
|
|
|||
|
*
|
|
Director
|
|
February 19, 2015
|
|
|
Robert B. Coutts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2015
|
|
|
Debra A. Crew
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2015
|
|
|
Benjamin H. Griswold, IV
|
|
|
|
|
|
|
|
|
|
|||
|
*
|
|
Director
|
|
February 19, 2015
|
|
|
Anthony Luiso
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2015
|
|
|
Marianne M. Parrs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2015
|
|
|
Robert L. Ryan
|
|
|
|
|
|
|
*By:
/s/ Bruce H. Beatt
|
|
Bruce H. Beatt
(As Attorney-in-Fact)
|
|
Schedule II — Valuation and Qualifying Accounts is included in Item 15 (page 49).
|
|
Management’s Report on Internal Control Over Financial Reporting (page 50).
|
|
Report of Independent Registered Public Accounting Firm — Financial Statement Opinion (page 51).
|
|
Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page 52).
|
|
Consolidated Statements of Operations — fiscal years ended January 3, 2015, December 28, 2013, and December 29, 2012 (page 53).
|
|
Consolidated Statements of Comprehensive Income (Loss) — fiscal years ended January 3, 2015, December 28, 2013, and December 29, 2012 (page 54).
|
|
Consolidated Balance Sheets — January 3, 2015 and December 28, 2013 (page 55).
|
|
Consolidated Statements of Cash Flows — fiscal years ended January 3, 2015, December 28, 2013, and December 29, 2012 (page 56).
|
|
Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended January 3, 2015, December 28, 2013, and December 29, 2012 (page 57).
|
|
Notes to Consolidated Financial Statements (page 58).
|
|
Selected Quarterly Financial Data (Unaudited) (page 103).
|
|
Consent of Independent Registered Public Accounting Firm (Exhibit 23).
|
|
|
|
|
|
|
ADDITIONS
|
|
|
|
|
||||||||||||
|
|
Beginning
Balance
|
|
Charged to
Costs and
Expenses
|
|
Charged
To Other
Accounts(b)
|
|
(a)
Deductions
|
|
Ending
Balance
|
||||||||||
|
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended 2014
|
$
|
64.4
|
|
|
$
|
20.9
|
|
|
$
|
(8.3
|
)
|
|
$
|
(16.3
|
)
|
|
$
|
60.7
|
|
|
Year Ended 2013
|
$
|
58.7
|
|
|
$
|
14.2
|
|
|
$
|
5.2
|
|
|
$
|
(13.7
|
)
|
|
$
|
64.4
|
|
|
Year Ended 2012
|
$
|
53.3
|
|
|
$
|
11.9
|
|
|
$
|
12.3
|
|
|
$
|
(18.8
|
)
|
|
$
|
58.7
|
|
|
Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended 2014 (c)
|
$
|
549.7
|
|
|
$
|
90.0
|
|
|
$
|
(16.3
|
)
|
|
$
|
(71.5
|
)
|
|
$
|
551.9
|
|
|
Year Ended 2013
|
$
|
545.2
|
|
|
$
|
3.8
|
|
|
$
|
14.6
|
|
|
$
|
(13.9
|
)
|
|
$
|
549.7
|
|
|
Year Ended 2012
|
$
|
297.5
|
|
|
$
|
309.6
|
|
|
$
|
(6.8
|
)
|
|
$
|
(55.1
|
)
|
|
$
|
545.2
|
|
|
(a)
|
With respect to the allowance for doubtful accounts, deductions represent amounts charged-off less recoveries of accounts previously charged-off.
|
|
(b)
|
Amounts represent the impact of foreign currency translation, acquisitions and net transfers to/from other accounts.
|
|
(c)
|
Refer to
Note Q, Income Taxes
, of the
Notes to Consolidated Financial Statements
in
Item 8
for further discussion.
|
|
|
|
|
|
|
|
/s/ John F. Lundgren
|
|
|
John F. Lundgren, Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Donald Allan Jr.
|
|
|
Donald Allan Jr., Senior Vice President and Chief Financial Officer
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Net Sales
|
$
|
11,338.6
|
|
|
$
|
10,889.5
|
|
|
$
|
10,022.4
|
|
|
Costs and Expenses
|
|
|
|
|
|
||||||
|
Cost of sales
|
$
|
7,235.9
|
|
|
$
|
6,985.8
|
|
|
$
|
6,365.1
|
|
|
Selling, general and administrative
|
2,575.0
|
|
|
2,676.4
|
|
|
2,462.5
|
|
|||
|
Provision for doubtful accounts
|
20.9
|
|
|
14.2
|
|
|
11.9
|
|
|||
|
Other-net
|
239.7
|
|
|
283.9
|
|
|
296.3
|
|
|||
|
Restructuring charges and asset impairments
|
18.8
|
|
|
173.7
|
|
|
174.1
|
|
|||
|
(Gain) loss on debt extinguishment
|
(0.1
|
)
|
|
20.6
|
|
|
45.5
|
|
|||
|
Interest income
|
(13.6
|
)
|
|
(12.8
|
)
|
|
(10.1
|
)
|
|||
|
Interest expense
|
177.2
|
|
|
160.1
|
|
|
144.0
|
|
|||
|
|
$
|
10,253.8
|
|
|
$
|
10,301.9
|
|
|
$
|
9,489.3
|
|
|
Earnings from continuing operations before income taxes
|
1,084.8
|
|
|
587.6
|
|
|
533.1
|
|
|||
|
Income taxes on continuing operations
|
227.1
|
|
|
68.6
|
|
|
75.8
|
|
|||
|
Earnings from continuing operations
|
$
|
857.7
|
|
|
$
|
519.0
|
|
|
$
|
457.3
|
|
|
Less: Net earnings (loss) attributable to non-controlling interests
|
0.5
|
|
|
(1.0
|
)
|
|
(0.8
|
)
|
|||
|
Net earnings from continuing operations attributable to common shareowners
|
$
|
857.2
|
|
|
$
|
520.0
|
|
|
$
|
458.1
|
|
|
(Loss) earnings from discontinued operations before income taxes (including pretax gain on HHI sale of $384.7 million in 2012)
|
(104.0
|
)
|
|
(43.0
|
)
|
|
497.9
|
|
|||
|
Income tax (benefit) expense on discontinued operations (including income taxes associated with the gain on HHI sale of $25.8 million in 2012)
|
(7.7
|
)
|
|
(13.3
|
)
|
|
72.2
|
|
|||
|
Net (loss) earnings from discontinued operations
|
$
|
(96.3
|
)
|
|
$
|
(29.7
|
)
|
|
$
|
425.7
|
|
|
Net Earnings Attributable to Common Shareowners
|
$
|
760.9
|
|
|
$
|
490.3
|
|
|
$
|
883.8
|
|
|
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
|
Continuing operations
|
$
|
5.49
|
|
|
$
|
3.35
|
|
|
$
|
2.81
|
|
|
Discontinued operations
|
(0.62
|
)
|
|
(0.19
|
)
|
|
2.61
|
|
|||
|
Total basic earnings per share of common stock
|
$
|
4.87
|
|
|
$
|
3.16
|
|
|
$
|
5.41
|
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
|
Continuing operations
|
$
|
5.37
|
|
|
$
|
3.28
|
|
|
$
|
2.75
|
|
|
Discontinued operations
|
(0.60
|
)
|
|
(0.19
|
)
|
|
2.55
|
|
|||
|
Total diluted earnings per share of common stock
|
$
|
4.76
|
|
|
$
|
3.09
|
|
|
$
|
5.30
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Net earnings
|
$
|
760.9
|
|
|
$
|
490.3
|
|
|
$
|
883.8
|
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
|
Currency translation adjustment and other
|
(726.3
|
)
|
|
(99.9
|
)
|
|
116.8
|
|
|||
|
Unrealized gains (losses) on cash flow hedges, net of tax
|
26.4
|
|
|
16.2
|
|
|
(17.6
|
)
|
|||
|
Unrealized gains (losses) on net investment hedges, net of tax
|
39.6
|
|
|
(13.5
|
)
|
|
(30.5
|
)
|
|||
|
Pension losses, net of tax
|
(110.9
|
)
|
|
(13.8
|
)
|
|
(107.5
|
)
|
|||
|
Other comprehensive loss
|
$
|
(771.2
|
)
|
|
$
|
(111.0
|
)
|
|
$
|
(38.8
|
)
|
|
Comprehensive (loss) income attributable to common shareowners
|
$
|
(10.3
|
)
|
|
$
|
379.3
|
|
|
$
|
845.0
|
|
|
|
2014
|
|
2013
|
||||
|
Assets
|
|
|
|
||||
|
Current Assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
496.6
|
|
|
$
|
496.2
|
|
|
Accounts and notes receivable, net
|
1,396.7
|
|
|
1,578.5
|
|
||
|
Inventories, net
|
1,562.7
|
|
|
1,473.3
|
|
||
|
Prepaid expenses
|
180.5
|
|
|
170.6
|
|
||
|
Assets held for sale
|
29.5
|
|
|
136.9
|
|
||
|
Other current assets
|
282.8
|
|
|
161.1
|
|
||
|
Total Current Assets
|
3,948.8
|
|
|
4,016.6
|
|
||
|
Property, Plant and Equipment, net
|
1,454.1
|
|
|
1,478.6
|
|
||
|
Goodwill
|
7,275.5
|
|
|
7,562.7
|
|
||
|
Customer Relationships, net
|
938.9
|
|
|
1,163.9
|
|
||
|
Trade Names, net
|
1,668.6
|
|
|
1,703.3
|
|
||
|
Other Intangible Assets, net
|
144.2
|
|
|
170.1
|
|
||
|
Other Assets
|
419.0
|
|
|
439.9
|
|
||
|
Total Assets
|
$
|
15,849.1
|
|
|
$
|
16,535.1
|
|
|
Liabilities and Shareowners’ Equity
|
|
|
|
||||
|
Current Liabilities
|
|
|
|
||||
|
Short-term borrowings
|
$
|
1.6
|
|
|
$
|
392.7
|
|
|
Current maturities of long-term debt
|
5.9
|
|
|
9.9
|
|
||
|
Accounts payable
|
1,579.2
|
|
|
1,552.9
|
|
||
|
Accrued expenses
|
1,221.9
|
|
|
1,219.5
|
|
||
|
Liabilities held for sale
|
23.4
|
|
|
61.0
|
|
||
|
Total Current Liabilities
|
2,832.0
|
|
|
3,236.0
|
|
||
|
Long-Term Debt
|
3,839.8
|
|
|
3,799.4
|
|
||
|
Deferred Taxes
|
992.7
|
|
|
899.7
|
|
||
|
Post-retirement Benefits
|
749.9
|
|
|
744.0
|
|
||
|
Other Liabilities
|
922.8
|
|
|
975.5
|
|
||
|
Commitments and Contingencies (
Notes R and S
)
|
—
|
|
|
—
|
|
||
|
Shareowners’ Equity
|
|
|
|
||||
|
Stanley Black & Decker, Inc. Shareowners’ Equity
|
|
|
|
||||
|
Preferred stock, without par value:
Authorized and unissued 10,000,000 shares
|
—
|
|
|
—
|
|
||
|
Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2014 and 2013
Issued 176,902,738 shares in 2014 and 2013
|
442.3
|
|
|
442.3
|
|
||
|
Retained earnings
|
3,926.3
|
|
|
3,484.9
|
|
||
|
Additional paid in capital
|
4,727.1
|
|
|
4,878.6
|
|
||
|
Accumulated other comprehensive loss
|
(1,270.2
|
)
|
|
(499.0
|
)
|
||
|
ESOP
|
(43.6
|
)
|
|
(53.2
|
)
|
||
|
|
7,781.9
|
|
|
8,253.6
|
|
||
|
Less: common stock in treasury (19,777,288 shares in 2014 and 21,423,508 shares in 2013)
|
(1,352.8
|
)
|
|
(1,454.4
|
)
|
||
|
Stanley Black & Decker, Inc. Shareowners’ Equity
|
6,429.1
|
|
|
6,799.2
|
|
||
|
Non-controlling interests
|
82.8
|
|
|
81.3
|
|
||
|
Total Shareowners’ Equity
|
6,511.9
|
|
|
6,880.5
|
|
||
|
Total Liabilities and Shareowners’ Equity
|
$
|
15,849.1
|
|
|
$
|
16,535.1
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Operating Activities:
|
|
|
|
|
|
||||||
|
Net earnings attributable to common shareowners
|
$
|
760.9
|
|
|
$
|
490.3
|
|
|
$
|
883.8
|
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Depreciation and amortization of property, plant and equipment
|
263.4
|
|
|
238.0
|
|
|
237.9
|
|
|||
|
Amortization of intangibles
|
186.4
|
|
|
203.3
|
|
|
207.4
|
|
|||
|
Inventory step-up amortization
|
—
|
|
|
15.4
|
|
|
6.3
|
|
|||
|
Pretax loss (gain) on sales of businesses
|
6.3
|
|
|
(14.0
|
)
|
|
(384.7
|
)
|
|||
|
Pretax (gain) loss on debt extinguishment
|
(0.1
|
)
|
|
20.6
|
|
|
45.5
|
|
|||
|
Asset impairments
|
63.1
|
|
|
40.9
|
|
|
10.8
|
|
|||
|
Stock-based compensation expense
|
57.1
|
|
|
66.4
|
|
|
89.7
|
|
|||
|
Provision for doubtful accounts
|
22.1
|
|
|
13.7
|
|
|
11.3
|
|
|||
|
Deferred tax expense (benefit)
|
42.4
|
|
|
(135.7
|
)
|
|
(50.4
|
)
|
|||
|
Income tax settlements
|
(5.3
|
)
|
|
0.9
|
|
|
(49.0
|
)
|
|||
|
Debt-fair value amortization
|
(1.1
|
)
|
|
(5.1
|
)
|
|
(18.3
|
)
|
|||
|
Other non-cash items
|
12.5
|
|
|
2.8
|
|
|
(28.5
|
)
|
|||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
|
Accounts receivable
|
81.6
|
|
|
11.3
|
|
|
(55.2
|
)
|
|||
|
Inventories
|
(175.9
|
)
|
|
(101.9
|
)
|
|
11.4
|
|
|||
|
Accounts payable
|
71.7
|
|
|
105.0
|
|
|
109.1
|
|
|||
|
Deferred revenue
|
12.8
|
|
|
(1.1
|
)
|
|
(17.6
|
)
|
|||
|
Other current assets
|
25.8
|
|
|
13.5
|
|
|
(151.7
|
)
|
|||
|
Long-term receivables
|
(13.2
|
)
|
|
(11.8
|
)
|
|
(15.2
|
)
|
|||
|
Other long-term assets
|
39.2
|
|
|
29.1
|
|
|
(145.5
|
)
|
|||
|
Accrued expenses
|
59.7
|
|
|
(156.0
|
)
|
|
24.2
|
|
|||
|
Defined benefit liabilities
|
(155.0
|
)
|
|
(110.2
|
)
|
|
(107.0
|
)
|
|||
|
Other long-term liabilities
|
(58.5
|
)
|
|
152.6
|
|
|
351.9
|
|
|||
|
Net cash provided by operating activities
|
1,295.9
|
|
|
868.0
|
|
|
966.2
|
|
|||
|
Investing Activities:
|
|
|
|
|
|
||||||
|
Capital expenditures
|
(291.0
|
)
|
|
(340.3
|
)
|
|
(372.9
|
)
|
|||
|
Proceeds from sales of assets
|
15.4
|
|
|
4.0
|
|
|
9.6
|
|
|||
|
Business acquisitions, net of cash acquired
|
(3.2
|
)
|
|
(933.9
|
)
|
|
(707.3
|
)
|
|||
|
(Payments) proceeds from sales of businesses, net of cash sold
|
(3.9
|
)
|
|
93.5
|
|
|
1,260.6
|
|
|||
|
(Payments) proceeds for net investment hedge settlements
|
(61.4
|
)
|
|
3.6
|
|
|
5.8
|
|
|||
|
Other
|
(38.1
|
)
|
|
(25.3
|
)
|
|
(13.1
|
)
|
|||
|
Net cash (used in) provided by investing activities
|
(382.2
|
)
|
|
(1,198.4
|
)
|
|
182.7
|
|
|||
|
Financing Activities:
|
|
|
|
|
|
||||||
|
Payments on long-term debt
|
(46.6
|
)
|
|
(302.2
|
)
|
|
(1,422.3
|
)
|
|||
|
Proceeds from debt issuance
|
—
|
|
|
726.7
|
|
|
1,523.5
|
|
|||
|
Net short-term (repayments) borrowings
|
(391.0
|
)
|
|
388.7
|
|
|
(19.0
|
)
|
|||
|
Stock purchase contract fees
|
(16.4
|
)
|
|
(3.2
|
)
|
|
(3.2
|
)
|
|||
|
Purchase of common stock for treasury
|
(28.2
|
)
|
|
(39.2
|
)
|
|
(1,073.9
|
)
|
|||
|
Cash settlement on forward stock purchase contract
|
—
|
|
|
18.8
|
|
|
—
|
|
|||
|
Payment on forward share purchase contract
|
—
|
|
|
(350.0
|
)
|
|
—
|
|
|||
|
Net premium paid on equity option
|
—
|
|
|
(83.2
|
)
|
|
(29.5
|
)
|
|||
|
Premium paid on debt extinguishment
|
—
|
|
|
(42.8
|
)
|
|
(91.0
|
)
|
|||
|
Termination of interest rate swaps
|
(33.4
|
)
|
|
—
|
|
|
58.2
|
|
|||
|
Termination of forward starting interest rate swaps
|
—
|
|
|
—
|
|
|
(102.6
|
)
|
|||
|
Proceeds from issuances of common stock
|
71.3
|
|
|
154.6
|
|
|
126.4
|
|
|||
|
Cash dividends on common stock
|
(321.3
|
)
|
|
(312.7
|
)
|
|
(304.0
|
)
|
|||
|
Other
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|||
|
Net cash (used in) provided by financing activities
|
(766.2
|
)
|
|
155.5
|
|
|
(1,337.4
|
)
|
|||
|
Effect of exchange rate changes on cash
|
(147.1
|
)
|
|
(44.9
|
)
|
|
(2.4
|
)
|
|||
|
Increase (decrease) in cash and cash equivalents
|
0.4
|
|
|
(219.8
|
)
|
|
(190.9
|
)
|
|||
|
Cash and cash equivalents, beginning of year
|
496.2
|
|
|
716.0
|
|
|
906.9
|
|
|||
|
Cash and cash equivalents, end of year
|
$
|
496.6
|
|
|
$
|
496.2
|
|
|
$
|
716.0
|
|
|
|
Common
Stock |
|
Additional
Paid In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
ESOP
|
|
Treasury
Stock |
|
Non-
Controlling Interests |
|
Shareowners’
Equity |
||||||||||||||||
|
Balance December 31, 2011
|
$
|
440.7
|
|
|
$
|
4,581.3
|
|
|
$
|
2,707.3
|
|
|
$
|
(349.2
|
)
|
|
$
|
(68.5
|
)
|
|
$
|
(308.0
|
)
|
|
$
|
63.2
|
|
|
$
|
7,066.8
|
|
|
Net earnings
|
|
|
|
|
883.8
|
|
|
|
|
|
|
|
|
(0.8
|
)
|
|
883.0
|
|
|||||||||||||
|
Other comprehensive loss
|
|
|
|
|
|
|
(38.8
|
)
|
|
|
|
|
|
|
|
(38.8
|
)
|
||||||||||||||
|
Cash dividends declared — $1.80 per share
|
|
|
|
|
(293.8
|
)
|
|
|
|
|
|
|
|
(1.0
|
)
|
|
(294.8
|
)
|
|||||||||||||
|
Issuance of common stock
|
|
|
(52.7
|
)
|
|
|
|
|
|
|
|
161.4
|
|
|
|
|
108.7
|
|
|||||||||||||
|
Convertible equity-hedge share receipt
|
|
|
46.9
|
|
|
|
|
|
|
|
|
(46.9
|
)
|
|
|
|
—
|
|
|||||||||||||
|
Delivery to Convertible note holder
|
1.6
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
|
Net premium paid on equity option
|
|
|
(29.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(29.5
|
)
|
||||||||||||||
|
Repurchase of common stock (12,613,068 shares)
|
|
|
(170.0
|
)
|
|
|
|
|
|
|
|
(903.9
|
)
|
|
|
|
(1,073.9
|
)
|
|||||||||||||
|
Non-controlling interest buyout
|
|
|
(8.3
|
)
|
|
|
|
|
|
|
|
|
|
(13.3
|
)
|
|
(21.6
|
)
|
|||||||||||||
|
Non-controlling interests of acquired businesses
|
|
|
|
|
|
|
|
|
|
|
|
|
11.9
|
|
|
11.9
|
|
||||||||||||||
|
Stock-based compensation related
|
|
|
89.7
|
|
|
|
|
|
|
|
|
|
|
|
|
89.7
|
|
||||||||||||||
|
Tax benefit related to stock options exercised
|
|
|
17.7
|
|
|
|
|
|
|
|
|
|
|
|
|
17.7
|
|
||||||||||||||
|
ESOP and related tax benefit
|
|
|
|
|
2.2
|
|
|
|
|
5.7
|
|
|
|
|
|
|
7.9
|
|
|||||||||||||
|
Balance December 29, 2012
|
$
|
442.3
|
|
|
$
|
4,473.5
|
|
|
$
|
3,299.5
|
|
|
$
|
(388.0
|
)
|
|
$
|
(62.8
|
)
|
|
$
|
(1,097.4
|
)
|
|
$
|
60.0
|
|
|
$
|
6,727.1
|
|
|
Net earnings
|
|
|
|
|
490.3
|
|
|
|
|
|
|
|
|
(1.0
|
)
|
|
489.3
|
|
|||||||||||||
|
Other comprehensive loss
|
|
|
|
|
|
|
(111.0
|
)
|
|
|
|
|
|
|
|
(111.0
|
)
|
||||||||||||||
|
Cash dividends declared — $1.98 per share
|
|
|
|
|
(307.1
|
)
|
|
|
|
|
|
|
|
|
|
(307.1
|
)
|
||||||||||||||
|
Issuance of common stock
|
|
|
(115.6
|
)
|
|
|
|
|
|
|
|
250.1
|
|
|
|
|
134.5
|
|
|||||||||||||
|
Settlement of forward share repurchase contract
|
|
|
350.0
|
|
|
|
|
|
|
|
|
(350.0
|
)
|
|
|
|
—
|
|
|||||||||||||
|
Equity units — non-cash stock contract fees
|
|
|
(40.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(40.2
|
)
|
||||||||||||||
|
Equity units — offering fees
|
|
|
(9.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(9.2
|
)
|
||||||||||||||
|
Net premium paid on equity option
|
|
|
(83.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(83.2
|
)
|
||||||||||||||
|
Repurchase of common stock (2,225,732 shares)
|
|
|
217.9
|
|
|
|
|
|
|
|
|
(257.1
|
)
|
|
|
|
(39.2
|
)
|
|||||||||||||
|
Non-controlling interest buyout
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
(15.2
|
)
|
|
(16.3
|
)
|
|||||||||||||
|
Non-controlling interests of acquired businesses
|
|
|
|
|
|
|
|
|
|
|
|
|
37.5
|
|
|
37.5
|
|
||||||||||||||
|
Stock-based compensation related
|
|
|
66.4
|
|
|
|
|
|
|
|
|
|
|
|
|
66.4
|
|
||||||||||||||
|
Tax benefit related to stock options exercised
|
|
|
20.1
|
|
|
|
|
|
|
|
|
|
|
|
|
20.1
|
|
||||||||||||||
|
ESOP and related tax benefit
|
|
|
|
|
2.2
|
|
|
|
|
9.6
|
|
|
|
|
|
|
11.8
|
|
|||||||||||||
|
Balance December 28, 2013
|
$
|
442.3
|
|
|
$
|
4,878.6
|
|
|
$
|
3,484.9
|
|
|
$
|
(499.0
|
)
|
|
$
|
(53.2
|
)
|
|
$
|
(1,454.4
|
)
|
|
$
|
81.3
|
|
|
$
|
6,880.5
|
|
|
Net earnings
|
|
|
|
|
760.9
|
|
|
|
|
|
|
|
|
0.5
|
|
|
761.4
|
|
|||||||||||||
|
Other comprehensive loss
|
|
|
|
|
|
|
|
(771.2
|
)
|
|
|
|
|
|
|
|
(771.2
|
)
|
|||||||||||||
|
Cash dividends declared — $2.04 per share
|
|
|
|
|
|
(321.3
|
)
|
|
|
|
|
|
|
|
|
|
(321.3
|
)
|
|||||||||||||
|
Issuance of common stock
|
|
|
(69.4
|
)
|
|
|
|
|
|
|
|
129.8
|
|
|
|
|
60.4
|
|
|||||||||||||
|
Forward obligation to purchase treasury shares
|
|
|
(150.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(150.0
|
)
|
|||||||||||||
|
Repurchase of common stock (340,576 shares)
|
|
|
|
|
|
|
|
|
|
|
(28.2
|
)
|
|
|
|
(28.2
|
)
|
||||||||||||||
|
Non-controlling interest buyout
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||||||||||||
|
Non-controlling interests of acquired businesses
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
|
1.6
|
|
||||||||||||||
|
Stock-based compensation related
|
|
|
57.1
|
|
|
|
|
|
|
|
|
|
|
|
|
57.1
|
|
||||||||||||||
|
Tax benefit related to stock options exercised
|
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
||||||||||||||
|
ESOP and related tax benefit
|
|
|
|
|
1.8
|
|
|
|
|
9.6
|
|
|
|
|
|
|
11.4
|
|
|||||||||||||
|
Balance January 3, 2015
|
$
|
442.3
|
|
|
$
|
4,727.1
|
|
|
$
|
3,926.3
|
|
|
$
|
(1,270.2
|
)
|
|
$
|
(43.6
|
)
|
|
$
|
(1,352.8
|
)
|
|
$
|
82.8
|
|
|
$
|
6,511.9
|
|
|
|
|
Useful Life
(Years)
|
|
Land improvements
|
|
10 —20
|
|
Buildings
|
|
40
|
|
Machinery and equipment
|
|
3 — 15
|
|
Computer software
|
|
3 — 5
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
||||
|
Trade accounts receivable
|
$
|
1,204.6
|
|
|
$
|
1,365.6
|
|
|
Trade notes receivable
|
136.4
|
|
|
141.5
|
|
||
|
Other accounts receivable
|
116.4
|
|
|
135.8
|
|
||
|
Gross accounts and notes receivable
|
1,457.4
|
|
|
1,642.9
|
|
||
|
Allowance for doubtful accounts
|
(60.7
|
)
|
|
(64.4
|
)
|
||
|
Accounts and notes receivable, net
|
$
|
1,396.7
|
|
|
$
|
1,578.5
|
|
|
Long-term trade notes receivable, net
|
$
|
169.5
|
|
|
$
|
156.3
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
||||
|
Finished products
|
$
|
1,105.0
|
|
|
$
|
1,075.5
|
|
|
Work in process
|
141.4
|
|
|
122.9
|
|
||
|
Raw materials
|
316.3
|
|
|
274.9
|
|
||
|
Total
|
$
|
1,562.7
|
|
|
$
|
1,473.3
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
||||
|
Land
|
$
|
136.3
|
|
|
$
|
141.4
|
|
|
Land improvements
|
34.9
|
|
|
34.2
|
|
||
|
Buildings
|
542.8
|
|
|
537.1
|
|
||
|
Leasehold improvements
|
89.8
|
|
|
86.3
|
|
||
|
Machinery and equipment
|
1,895.9
|
|
|
1,835.8
|
|
||
|
Computer software
|
381.0
|
|
|
376.8
|
|
||
|
Property, plant & equipment, gross
|
$
|
3,080.7
|
|
|
$
|
3,011.6
|
|
|
Less: accumulated depreciation and amortization
|
(1,626.6
|
)
|
|
(1,533.0
|
)
|
||
|
Property, plant & equipment, net
|
$
|
1,454.1
|
|
|
$
|
1,478.6
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Depreciation
|
$
|
229.5
|
|
|
$
|
208.7
|
|
|
$
|
210.6
|
|
|
Amortization
|
33.9
|
|
|
29.3
|
|
|
27.3
|
|
|||
|
Depreciation and amortization expense
|
$
|
263.4
|
|
|
$
|
238.0
|
|
|
$
|
237.9
|
|
|
(Millions of Dollars)
|
|
||
|
Cash and cash equivalents
|
$
|
82.0
|
|
|
Accounts and notes receivable, net
|
117.3
|
|
|
|
Inventories, net
|
86.7
|
|
|
|
Prepaid expenses and other current assets
|
5.3
|
|
|
|
Property, plant and equipment, net
|
46.0
|
|
|
|
Trade names
|
22.0
|
|
|
|
Customer relationships
|
251.0
|
|
|
|
Technology
|
28.0
|
|
|
|
Other assets
|
3.4
|
|
|
|
Accounts payable
|
(99.0
|
)
|
|
|
Accrued expenses
|
(52.6
|
)
|
|
|
Deferred taxes
|
(68.6
|
)
|
|
|
Other liabilities
|
(42.8
|
)
|
|
|
Total identifiable net assets
|
$
|
378.7
|
|
|
Goodwill
|
529.7
|
|
|
|
Total consideration transferred
|
$
|
908.4
|
|
|
(Millions of Dollars, except per share amounts)
|
Year-to-Date 2013
|
||
|
Net sales
|
$
|
11,001.5
|
|
|
Net earnings attributable to common shareowners
|
550.9
|
|
|
|
Diluted earnings per share-continuing operations
|
3.47
|
|
|
|
•
|
Elimination of the historical pre-acquisition intangible asset amortization expense and the addition of intangible asset amortization expense related to intangibles valued as part of the purchase price allocation that would have been incurred from December 31, 2012 to December 28, 2013.
|
|
•
|
Because the 2013 acquisitions were assumed to occur on January 2, 2012, there were no deal costs or inventory step-up amortization factored into the 2013 pro-forma year, as such expenses would have occurred in the first year following the acquisition.
|
|
(Millions of Dollars)
|
CDIY
|
|
Industrial
|
|
Security
|
|
Total
|
||||||||
|
Balance December 28, 2013
|
$
|
2,951.2
|
|
|
$
|
2,026.0
|
|
|
$
|
2,585.5
|
|
|
$
|
7,562.7
|
|
|
Acquisition adjustments
|
24.5
|
|
|
48.9
|
|
|
1.1
|
|
|
74.5
|
|
||||
|
Foreign currency translation and other
|
(99.0
|
)
|
|
(79.0
|
)
|
|
(183.7
|
)
|
|
(361.7
|
)
|
||||
|
Balance January 3, 2014
|
$
|
2,876.7
|
|
|
$
|
1,995.9
|
|
|
$
|
2,402.9
|
|
|
$
|
7,275.5
|
|
|
|
2014
|
|
2013
|
||||||||||||
|
(Millions of Dollars)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
|
Amortized Intangible Assets — Definite lives
|
|
|
|
|
|
|
|
||||||||
|
Patents and copyrights
|
$
|
52.8
|
|
|
$
|
(43.9
|
)
|
|
$
|
56.3
|
|
|
$
|
(44.3
|
)
|
|
Trade names
|
165.7
|
|
|
(89.6
|
)
|
|
168.5
|
|
|
(79.4
|
)
|
||||
|
Customer relationships
|
1,832.0
|
|
|
(893.1
|
)
|
|
1,947.2
|
|
|
(783.3
|
)
|
||||
|
Other intangible assets
|
275.6
|
|
|
(140.3
|
)
|
|
281.0
|
|
|
(122.9
|
)
|
||||
|
Total
|
$
|
2,326.1
|
|
|
$
|
(1,166.9
|
)
|
|
$
|
2,453.0
|
|
|
$
|
(1,029.9
|
)
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
CDIY
|
$
|
33.3
|
|
|
$
|
37.7
|
|
|
$
|
35.9
|
|
|
Industrial
|
73.8
|
|
|
74.0
|
|
|
58.3
|
|
|||
|
Security
|
79.3
|
|
|
91.6
|
|
|
113.2
|
|
|||
|
Consolidated
|
$
|
186.4
|
|
|
$
|
203.3
|
|
|
$
|
207.4
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
||||
|
Payroll and related taxes
|
$
|
282.7
|
|
|
$
|
272.5
|
|
|
Income and other taxes
|
139.2
|
|
|
86.3
|
|
||
|
Customer rebates and sales returns
|
71.3
|
|
|
78.9
|
|
||
|
Insurance and benefits
|
77.2
|
|
|
85.2
|
|
||
|
Accrued restructuring costs
|
97.6
|
|
|
191.5
|
|
||
|
Derivative financial instruments
|
95.0
|
|
|
66.6
|
|
||
|
Warranty costs
|
69.2
|
|
|
76.4
|
|
||
|
Deferred revenue
|
84.4
|
|
|
75.8
|
|
||
|
Other
|
305.3
|
|
|
286.3
|
|
||
|
Total
|
$
|
1,221.9
|
|
|
$
|
1,219.5
|
|
|
|
|||||||||
|
(Millions of Dollars)
|
Interest Rate
|
|
2014
|
|
2013
|
||||
|
Notes payable due 2018 (junior subordinated)
|
2.25%
|
|
$
|
345.0
|
|
|
$
|
345.0
|
|
|
Notes payable due 2018 (junior subordinated)
|
4.25%
|
|
632.5
|
|
|
632.5
|
|
||
|
Notes payable due 2021
|
3.40%
|
|
403.9
|
|
|
382.2
|
|
||
|
Notes payable due 2022
|
2.90%
|
|
753.8
|
|
|
799.4
|
|
||
|
Notes payable due 2028
|
7.05%
|
|
166.0
|
|
|
147.7
|
|
||
|
Notes payable due 2040
|
5.20%
|
|
362.1
|
|
|
317.4
|
|
||
|
Notes payable due 2052 (junior subordinated)
|
5.75%
|
|
750.0
|
|
|
750.0
|
|
||
|
Notes payable due 2053 (junior subordinated)
|
5.75%
|
|
398.7
|
|
|
400.0
|
|
||
|
Other, payable in varying amounts through 2021
|
0.00% - 6.62%
|
|
33.7
|
|
|
35.1
|
|
||
|
Total long-term debt, including current maturities
|
|
|
$
|
3,845.7
|
|
|
$
|
3,809.3
|
|
|
Less: Current maturities of long-term debt
|
|
|
(5.9
|
)
|
|
(9.9
|
)
|
||
|
Long-term debt
|
|
|
$
|
3,839.8
|
|
|
$
|
3,799.4
|
|
|
|
|
Balance Sheet
Classification
|
|
2014
|
|
2013
|
|
Balance Sheet
Classification
|
|
2014
|
|
2013
|
||||||||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest Rate Contracts Cash Flow
|
|
LT other assets
|
|
—
|
|
|
—
|
|
|
LT other liabilities
|
|
$
|
34.3
|
|
|
—
|
|
|||
|
Interest Rate Contracts Fair Value
|
|
Other current assets
|
|
13.2
|
|
|
21.7
|
|
|
Accrued expenses
|
|
1.1
|
|
|
3.3
|
|
||||
|
|
|
LT other assets
|
|
—
|
|
|
—
|
|
|
LT other liabilities
|
|
19.1
|
|
|
139.3
|
|
||||
|
Foreign Exchange Contracts Cash Flow
|
|
Other current assets
|
|
43.3
|
|
|
3.7
|
|
|
Accrued expenses
|
|
1.7
|
|
|
0.3
|
|
||||
|
Net Investment Hedge
|
|
Other current assets
|
|
75.4
|
|
|
1.4
|
|
|
Accrued expenses
|
|
0.1
|
|
|
52.6
|
|
||||
|
|
|
|
|
$
|
131.9
|
|
|
$
|
26.8
|
|
|
|
|
$
|
56.3
|
|
|
$
|
195.5
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign Exchange Contracts
|
|
Other current assets
|
|
$
|
12.3
|
|
|
$
|
64.9
|
|
|
Accrued expenses
|
|
$
|
92.1
|
|
|
$
|
10.4
|
|
|
|
|
LT other assets
|
|
—
|
|
|
—
|
|
|
LT other liabilities
|
|
—
|
|
|
6.4
|
|
||||
|
|
|
|
|
$
|
12.3
|
|
|
$
|
64.9
|
|
|
|
|
$
|
92.1
|
|
|
$
|
16.8
|
|
|
Year-to-date 2014
(In millions)
|
|
Gain (Loss)
Recorded in OCI
|
|
Classification of
Gain (Loss)
Reclassified from
OCI to Income
|
|
Gain (Loss)
Reclassified from
OCI to Income
(Effective Portion)
|
|
Gain (Loss)
Recognized in
Income
(Ineffective Portion*)
|
||||||
|
Interest Rate Contracts
|
|
$
|
(34.3
|
)
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Foreign Exchange Contracts
|
|
$
|
40.6
|
|
|
Cost of sales
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
Year-to-date 2013
(In millions)
|
|
Gain (Loss)
Recorded in OCI
|
|
Classification of
Gain (Loss)
Reclassified from
OCI to Income
|
|
Gain (Loss)
Reclassified from
OCI to Income
(Effective Portion)
|
|
Gain (Loss)
Recognized in
Income
(Ineffective Portion*)
|
||||||
|
Foreign Exchange Contracts
|
|
$
|
5.1
|
|
|
Cost of sales
|
|
$
|
(3.4
|
)
|
|
$
|
—
|
|
|
|
Year-to-Date 2014
|
|
Year-to-Date 2013
|
||||||||||||
|
Income Statement
Classification
|
Gain/(Loss) on
Swaps*
|
|
Gain /(Loss) on
Borrowings
|
|
Gain/(Loss) on
Swaps*
|
|
Gain /(Loss) on
Borrowings
|
||||||||
|
Interest Expense
|
$
|
123.5
|
|
|
$
|
(123.9
|
)
|
|
$
|
(141.0
|
)
|
|
$
|
141.0
|
|
|
|
Year-to-Date 2014
|
|
Year-to-Date 2013
|
||||||||||||||||||||
|
Income Statement
Classification
|
Amount
Recorded in OCI
Gain (Loss)
|
|
Effective Portion
Recorded in Income
Statement
|
|
Ineffective
Portion*
Recorded in
Income
Statement
|
|
Amount
Recorded in OCI
Gain (Loss)
|
|
Effective Portion
Recorded in Income
Statement
|
|
Ineffective
Portion*
Recorded in
Income
Statement
|
||||||||||||
|
Other-net
|
$
|
64.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Derivatives Not
Designated as Hedging
Instruments under ASC 815
|
Income Statement
Classification
|
|
Year-to-Date 2014
Amount of Gain (Loss)
Recorded in Income on
Derivative
|
|
Year-to-Date 2013 Amount of Gain (Loss)
Recorded in Income on
Derivative
|
||||
|
Foreign Exchange Contracts
|
Other-net
|
|
$
|
(75.1
|
)
|
|
$
|
39.6
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Numerator (in millions):
|
|
|
|
|
|
||||||
|
Net earnings from continuing operations attributable to common shareowners
|
$
|
857.2
|
|
|
$
|
520.0
|
|
|
$
|
458.1
|
|
|
Net (loss) earnings from discontinued operations
|
(96.3
|
)
|
|
(29.7
|
)
|
|
425.7
|
|
|||
|
Net earnings attributable to common shareowners
|
$
|
760.9
|
|
|
$
|
490.3
|
|
|
$
|
883.8
|
|
|
Less: Earnings attributable to participating restricted stock units (“RSU’s”)
|
—
|
|
|
0.2
|
|
|
1.2
|
|
|||
|
Net Earnings — basic
|
$
|
760.9
|
|
|
$
|
490.1
|
|
|
$
|
882.6
|
|
|
Net Earnings — diluted
|
$
|
760.9
|
|
|
$
|
490.3
|
|
|
$
|
883.8
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
|
Denominator (in thousands):
|
|
|
|
|
|
|||
|
Basic earnings per share –– weighted-average shares
|
156,090
|
|
|
155,237
|
|
|
163,067
|
|
|
Dilutive effect of stock options and awards
|
3,647
|
|
|
3,539
|
|
|
3,634
|
|
|
Diluted earnings per share –– weighted-average shares
|
159,737
|
|
|
158,776
|
|
|
166,701
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
|
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
|
Continuing operations
|
$
|
5.49
|
|
|
$
|
3.35
|
|
|
$
|
2.81
|
|
|
Discontinued operations
|
(0.62
|
)
|
|
(0.19
|
)
|
|
2.61
|
|
|||
|
Total basic earnings per share of common stock
|
$
|
4.87
|
|
|
$
|
3.16
|
|
|
$
|
5.41
|
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
|
Continuing operations
|
$
|
5.37
|
|
|
$
|
3.28
|
|
|
$
|
2.75
|
|
|
Discontinued operations
|
(0.60
|
)
|
|
(0.19
|
)
|
|
2.55
|
|
|||
|
Total dilutive earnings per share of common stock
|
$
|
4.76
|
|
|
$
|
3.09
|
|
|
$
|
5.30
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
|
Number of stock options
|
634
|
|
|
307
|
|
|
1,825
|
|
|
Number of stock warrants
|
—
|
|
|
—
|
|
|
3,419
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
|
Outstanding, beginning of year
|
155,479,230
|
|
|
159,952,027
|
|
|
169,046,961
|
|
|
Shares issued, other
|
—
|
|
|
—
|
|
|
814,693
|
|
|
Issued from treasury
|
1,986,796
|
|
|
3,828,056
|
|
|
3,344,163
|
|
|
Returned to treasury
|
(340,576
|
)
|
|
(8,300,853
|
)
|
|
(13,253,790
|
)
|
|
Outstanding, end of year
|
157,125,450
|
|
|
155,479,230
|
|
|
159,952,027
|
|
|
Shares subject to the forward share purchase contract
|
(1,603,822
|
)
|
|
—
|
|
|
(5,581,400
|
)
|
|
Outstanding, less shares subject to the forward share purchase contract
|
155,521,628
|
|
|
155,479,230
|
|
|
154,370,627
|
|
|
|
2014
|
|
2013
|
||
|
Employee stock purchase plan
|
2,286,365
|
|
|
2,414,509
|
|
|
Other stock-based compensation plans
|
10,164,264
|
|
|
13,143,201
|
|
|
Total shares reserved
|
12,450,629
|
|
|
15,557,710
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Average expected volatility
|
27.0
|
%
|
|
35.0
|
%
|
|
35.6
|
%
|
|||
|
Dividend yield
|
2.2
|
%
|
|
2.5
|
%
|
|
2.8
|
%
|
|||
|
Risk-free interest rate
|
1.8
|
%
|
|
1.6
|
%
|
|
0.8
|
%
|
|||
|
Expected term
|
5.3 years
|
|
|
5.3 years
|
|
|
5.5 years
|
|
|||
|
Fair value per option
|
$
|
19.98
|
|
|
$
|
20.70
|
|
|
$
|
17.47
|
|
|
Weighted average vesting period
|
2.8 years
|
|
|
2.8 years
|
|
|
2.3 years
|
|
|||
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|||||||||
|
Outstanding, beginning of year
|
7,429,262
|
|
|
$
|
61.69
|
|
|
9,056,493
|
|
|
$
|
56.90
|
|
|
10,444,660
|
|
|
$
|
52.47
|
|
|
Granted
|
983,750
|
|
|
95.18
|
|
|
961,250
|
|
|
79.72
|
|
|
1,106,075
|
|
|
70.66
|
|
|||
|
Exercised
|
(953,940
|
)
|
|
54.02
|
|
|
(2,414,697
|
)
|
|
50.75
|
|
|
(2,258,598
|
)
|
|
43.07
|
|
|||
|
Forfeited
|
(134,991
|
)
|
|
85.01
|
|
|
(173,784
|
)
|
|
80.97
|
|
|
(235,644
|
)
|
|
68.48
|
|
|||
|
Outstanding, end of year
|
7,324,081
|
|
|
$
|
67.01
|
|
|
7,429,262
|
|
|
$
|
61.69
|
|
|
9,056,493
|
|
|
$
|
56.90
|
|
|
Exercisable, end of year
|
5,146,400
|
|
|
$
|
59.81
|
|
|
5,310,381
|
|
|
$
|
57.10
|
|
|
5,515,617
|
|
|
$
|
52.97
|
|
|
|
Outstanding Stock Options
|
|
Exercisable Stock Options
|
||||||||||||||
|
Exercise Price Ranges
|
Options
|
|
Weighted-
average
Remaining
Contractual Life
|
|
Weighted-
average
Exercise Price
|
|
Options
|
|
Weighted-
average Remaining Contractual Life |
|
Weighted-
average Exercise Price |
||||||
|
$35.00 and below
|
495,698
|
|
|
2.11
|
|
$
|
30.78
|
|
|
495,698
|
|
|
2.11
|
|
$
|
30.78
|
|
|
$35.01 — 50.00
|
260,943
|
|
|
4.09
|
|
48.60
|
|
|
260,943
|
|
|
4.09
|
|
48.60
|
|
||
|
$50.01 — higher
|
6,567,440
|
|
|
6.32
|
|
70.48
|
|
|
4,389,759
|
|
|
4.97
|
|
63.75
|
|
||
|
|
7,324,081
|
|
|
5.95
|
|
$
|
67.01
|
|
|
5,146,400
|
|
|
4.65
|
|
$
|
59.81
|
|
|
|
Restricted Share
Units & Awards
|
|
Weighted Average
Grant
Date Fair Value
|
|||
|
Non-vested at December 28, 2013
|
1,750,369
|
|
|
$
|
68.19
|
|
|
Granted
|
559,955
|
|
|
93.67
|
|
|
|
Vested
|
(753,481
|
)
|
|
85.55
|
|
|
|
Forfeited
|
(62,300
|
)
|
|
79.11
|
|
|
|
Non-vested at January 3, 2015
|
1,494,543
|
|
|
$
|
77.16
|
|
|
|
Share Units
|
|
Weighted Average
Grant
Date Fair Value
|
|||
|
Non-vested at December 28, 2013
|
852,949
|
|
|
$
|
71.70
|
|
|
Granted
|
299,150
|
|
|
75.13
|
|
|
|
Vested
|
(87,017
|
)
|
|
68.97
|
|
|
|
Forfeited
|
(217,109
|
)
|
|
69.50
|
|
|
|
Non-vested at January 3, 2015
|
847,973
|
|
|
$
|
73.76
|
|
|
(Millions of Dollars)
|
Currency translation adjustment and other
|
|
Unrealized (losses) gains on cash flow hedges, net of tax
|
|
Unrealized (losses) gains on net investment hedges, net of tax
|
|
Pension (losses) gains, net of tax
|
|
Total
|
||||||||||
|
Balance - December 29, 2012
|
$
|
29.4
|
|
|
$
|
(93.5
|
)
|
|
$
|
(63.3
|
)
|
|
$
|
(260.6
|
)
|
|
$
|
(388.0
|
)
|
|
Other comprehensive (loss) income before reclassifications
|
(99.9
|
)
|
|
4.5
|
|
|
(13.5
|
)
|
|
(21.3
|
)
|
|
(130.2
|
)
|
|||||
|
Reclassification adjustments to earnings
|
—
|
|
|
11.7
|
|
|
—
|
|
|
7.5
|
|
|
19.2
|
|
|||||
|
Net other comprehensive (loss) income
|
(99.9
|
)
|
|
16.2
|
|
|
(13.5
|
)
|
|
(13.8
|
)
|
|
(111.0
|
)
|
|||||
|
Balance - December 28, 2013
|
(70.5
|
)
|
|
(77.3
|
)
|
|
(76.8
|
)
|
|
(274.4
|
)
|
|
(499.0
|
)
|
|||||
|
Other comprehensive (loss) income before reclassifications
|
(726.3
|
)
|
|
18.9
|
|
|
39.6
|
|
|
(116.0
|
)
|
|
(783.8
|
)
|
|||||
|
Reclassification adjustments to earnings
|
—
|
|
|
7.5
|
|
|
—
|
|
|
5.1
|
|
|
12.6
|
|
|||||
|
Net other comprehensive (loss) income
|
(726.3
|
)
|
|
26.4
|
|
|
39.6
|
|
|
(110.9
|
)
|
|
(771.2
|
)
|
|||||
|
Balance - January 3, 2015
|
$
|
(796.8
|
)
|
|
$
|
(50.9
|
)
|
|
$
|
(37.2
|
)
|
|
$
|
(385.3
|
)
|
|
$
|
(1,270.2
|
)
|
|
(Millions of Dollars)
|
|
2014
|
|
2013
|
|
|
||||
|
Components of accumulated other comprehensive income (loss)
|
|
Reclassification adjustments
|
|
Reclassification adjustments
|
|
Affected line item in Consolidated Statements of Operations And Comprehensive Income
|
||||
|
Unrealized losses on cash flow hedges
|
|
$
|
(14.9
|
)
|
|
$
|
(18.5
|
)
|
|
Cost of sales
|
|
Tax effect
|
|
7.4
|
|
|
6.8
|
|
|
Income taxes on continuing operations
|
||
|
Unrealized losses on cash flow hedges, net of tax
|
|
$
|
(7.5
|
)
|
|
$
|
(11.7
|
)
|
|
|
|
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
||||
|
Actuarial losses
|
|
$
|
(4.7
|
)
|
|
$
|
(6.5
|
)
|
|
Cost of sales
|
|
Actuarial losses
|
|
(3.2
|
)
|
|
(4.4
|
)
|
|
Selling, general and administrative
|
||
|
Total before taxes
|
|
(7.9
|
)
|
|
(10.9
|
)
|
|
|
||
|
Tax effect
|
|
2.8
|
|
|
3.4
|
|
|
Income taxes on continuing operations
|
||
|
Amortization of defined benefit pension items, net of tax
|
|
$
|
(5.1
|
)
|
|
$
|
(7.5
|
)
|
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Multi-employer plan expense
|
$
|
4.0
|
|
|
$
|
3.3
|
|
|
$
|
3.3
|
|
|
Other defined contribution plan expense
|
$
|
14.0
|
|
|
$
|
14.6
|
|
|
$
|
16.2
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
Service cost
|
$
|
8.9
|
|
|
$
|
7.7
|
|
|
$
|
6.6
|
|
|
$
|
13.1
|
|
|
$
|
13.4
|
|
|
$
|
12.1
|
|
|
Interest cost
|
56.4
|
|
|
52.6
|
|
|
62.9
|
|
|
59.3
|
|
|
54.3
|
|
|
47.3
|
|
||||||
|
Expected return on plan assets
|
(72.1
|
)
|
|
(65.1
|
)
|
|
(67.1
|
)
|
|
(61.0
|
)
|
|
(54.9
|
)
|
|
(44.3
|
)
|
||||||
|
Prior service cost amortization
|
1.1
|
|
|
1.1
|
|
|
1.0
|
|
|
0.3
|
|
|
0.4
|
|
|
0.4
|
|
||||||
|
Transition obligation amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
|
Actuarial loss amortization
|
0.9
|
|
|
5.7
|
|
|
6.2
|
|
|
7.0
|
|
|
5.1
|
|
|
2.1
|
|
||||||
|
Settlement / curtailment loss
|
—
|
|
|
—
|
|
|
11.3
|
|
|
0.3
|
|
|
4.6
|
|
|
3.3
|
|
||||||
|
Net periodic pension (benefit) expense
|
$
|
(4.8
|
)
|
|
$
|
2.0
|
|
|
$
|
20.9
|
|
|
$
|
19.0
|
|
|
$
|
22.9
|
|
|
$
|
21.0
|
|
|
|
Other Benefit Plans
|
||||||||||
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Service cost
|
$
|
1.0
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
Interest cost
|
2.7
|
|
|
2.5
|
|
|
3.1
|
|
|||
|
Prior service credit amortization
|
(1.4
|
)
|
|
(1.4
|
)
|
|
(1.2
|
)
|
|||
|
Actuarial loss amortization
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
|
Settlement / curtailment gain
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
|
Net periodic post-retirement benefit expense
|
$
|
2.2
|
|
|
$
|
1.9
|
|
|
$
|
2.7
|
|
|
(Millions of Dollars)
|
2014
|
||
|
Current year actuarial loss
|
$
|
195.9
|
|
|
Amortization of actuarial loss
|
(10.0
|
)
|
|
|
Prior service cost from plan amendments
|
0.2
|
|
|
|
Amortization of prior service costs
|
(0.1
|
)
|
|
|
Currency / other
|
(27.0
|
)
|
|
|
Total loss recognized in other comprehensive income (pre-tax)
|
$
|
159.0
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
|
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Benefit obligation at end of prior year
|
$
|
1,315.9
|
|
|
$
|
1,463.4
|
|
|
$
|
1,517.6
|
|
|
$
|
1,134.7
|
|
|
$
|
75.1
|
|
|
$
|
87.7
|
|
|
Service cost
|
8.9
|
|
|
7.7
|
|
|
13.1
|
|
|
13.4
|
|
|
1.0
|
|
|
0.8
|
|
||||||
|
Interest cost
|
56.4
|
|
|
52.6
|
|
|
59.3
|
|
|
54.3
|
|
|
2.7
|
|
|
2.5
|
|
||||||
|
Settlements/curtailments
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|
(20.5
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Actuarial loss (gain)
|
178.3
|
|
|
(111.4
|
)
|
|
168.6
|
|
|
104.2
|
|
|
1.7
|
|
|
(4.4
|
)
|
||||||
|
Plan amendments
|
0.1
|
|
|
2.6
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Foreign currency exchange rates
|
—
|
|
|
—
|
|
|
(132.7
|
)
|
|
43.7
|
|
|
(1.0
|
)
|
|
(0.8
|
)
|
||||||
|
Participant contributions
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
|
Acquisitions, divestitures and other
|
(4.7
|
)
|
|
(4.3
|
)
|
|
(4.8
|
)
|
|
246.3
|
|
|
—
|
|
|
—
|
|
||||||
|
Benefits paid
|
(94.4
|
)
|
|
(94.7
|
)
|
|
(74.1
|
)
|
|
(58.8
|
)
|
|
(9.7
|
)
|
|
(10.7
|
)
|
||||||
|
Benefit obligation at end of year
|
$
|
1,460.5
|
|
|
$
|
1,315.9
|
|
|
$
|
1,540.4
|
|
|
$
|
1,517.6
|
|
|
$
|
69.8
|
|
|
$
|
75.1
|
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Fair value of plan assets at end of prior year
|
$
|
1,052.9
|
|
|
$
|
1,057.1
|
|
|
$
|
1,075.9
|
|
|
$
|
779.1
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Actual return on plan assets
|
116.1
|
|
|
40.6
|
|
|
169.2
|
|
|
61.1
|
|
|
—
|
|
|
—
|
|
||||||
|
Participant contributions
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
|
Employer contributions
|
104.2
|
|
|
54.9
|
|
|
41.1
|
|
|
44.6
|
|
|
9.7
|
|
|
10.7
|
|
||||||
|
Settlements
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
(19.5
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Foreign currency exchange rate changes
|
—
|
|
|
—
|
|
|
(86.0
|
)
|
|
31.8
|
|
|
—
|
|
|
—
|
|
||||||
|
Acquisitions, divestitures and other
|
(4.7
|
)
|
|
(5.0
|
)
|
|
(5.5
|
)
|
|
237.3
|
|
|
—
|
|
|
—
|
|
||||||
|
Benefits paid
|
(94.4
|
)
|
|
(94.7
|
)
|
|
(74.1
|
)
|
|
(58.8
|
)
|
|
(9.7
|
)
|
|
(10.7
|
)
|
||||||
|
Fair value of plan assets at end of plan year
|
$
|
1,174.1
|
|
|
$
|
1,052.9
|
|
|
$
|
1,115.7
|
|
|
$
|
1,075.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Funded status — assets less than benefit obligation
|
$
|
(286.4
|
)
|
|
$
|
(263.0
|
)
|
|
$
|
(424.7
|
)
|
|
$
|
(441.8
|
)
|
|
$
|
(69.8
|
)
|
|
$
|
(75.1
|
)
|
|
Unrecognized prior service cost (credit)
|
5.1
|
|
|
6.2
|
|
|
3.2
|
|
|
3.7
|
|
|
(7.9
|
)
|
|
(9.3
|
)
|
||||||
|
Unrecognized net actuarial loss
|
214.7
|
|
|
81.2
|
|
|
298.7
|
|
|
274.6
|
|
|
3.6
|
|
|
1.8
|
|
||||||
|
Unrecognized net transition obligation
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||||
|
Net amount recognized
|
$
|
(66.6
|
)
|
|
$
|
(175.6
|
)
|
|
$
|
(122.7
|
)
|
|
$
|
(163.3
|
)
|
|
$
|
(74.1
|
)
|
|
$
|
(82.6
|
)
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Prepaid benefit cost (non-current)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Current benefit liability
|
(15.9
|
)
|
|
(18.6
|
)
|
|
(8.1
|
)
|
|
(9.1
|
)
|
|
(7.5
|
)
|
|
(9.0
|
)
|
||||||
|
Non-current benefit liability
|
(270.5
|
)
|
|
(244.4
|
)
|
|
(417.2
|
)
|
|
(433.7
|
)
|
|
(62.3
|
)
|
|
(66.1
|
)
|
||||||
|
Net liability recognized
|
$
|
(286.4
|
)
|
|
$
|
(263.0
|
)
|
|
$
|
(424.7
|
)
|
|
$
|
(441.8
|
)
|
|
$
|
(69.8
|
)
|
|
$
|
(75.1
|
)
|
|
Accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Prior service cost (credit)
|
$
|
5.1
|
|
|
$
|
6.2
|
|
|
$
|
3.2
|
|
|
$
|
3.7
|
|
|
$
|
(7.9
|
)
|
|
$
|
(9.3
|
)
|
|
Actuarial loss
|
214.7
|
|
|
81.2
|
|
|
298.7
|
|
|
274.6
|
|
|
3.6
|
|
|
1.8
|
|
||||||
|
Transition liability
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
219.8
|
|
|
$
|
87.4
|
|
|
$
|
302.0
|
|
|
$
|
278.5
|
|
|
$
|
(4.3
|
)
|
|
$
|
(7.5
|
)
|
|
Net amount recognized
|
$
|
(66.6
|
)
|
|
$
|
(175.6
|
)
|
|
$
|
(122.7
|
)
|
|
$
|
(163.3
|
)
|
|
$
|
(74.1
|
)
|
|
$
|
(82.6
|
)
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Projected benefit obligation
|
$
|
1,460.5
|
|
|
$
|
1,315.9
|
|
|
$
|
1,511.4
|
|
|
$
|
1,507.6
|
|
|
Accumulated benefit obligation
|
$
|
1,460.5
|
|
|
$
|
1,315.9
|
|
|
$
|
1,463.3
|
|
|
$
|
1,461.6
|
|
|
Fair value of plan assets
|
$
|
1,174.1
|
|
|
$
|
1,052.9
|
|
|
$
|
1,088.3
|
|
|
$
|
1,066.2
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Projected benefit obligation
|
$
|
1,460.5
|
|
|
$
|
1,315.9
|
|
|
$
|
1,539.6
|
|
|
$
|
1,515.9
|
|
|
Accumulated benefit obligation
|
$
|
1,460.5
|
|
|
$
|
1,315.9
|
|
|
$
|
1,488.0
|
|
|
$
|
1,467.2
|
|
|
Fair value of plan assets
|
$
|
1,174.1
|
|
|
$
|
1,052.9
|
|
|
$
|
1,114.4
|
|
|
$
|
1,073.2
|
|
|
|
Pension Benefits
|
|
|
|||||||||||||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
|||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||
|
Weighted-average assumptions used to determine benefit obligations at year end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Discount rate
|
3.75
|
%
|
|
4.50
|
%
|
|
3.75
|
%
|
|
3.25
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
3.25
|
%
|
|
4.00
|
%
|
|
3.00
|
%
|
|
Rate of compensation increase
|
6.00
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
3.50
|
%
|
|
3.75
|
%
|
|
3.25
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Discount rate
|
4.50
|
%
|
|
3.75
|
%
|
|
4.25
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
|
4.00
|
%
|
|
3.00
|
%
|
|
3.75
|
%
|
|
Rate of compensation increase
|
6.00
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
3.75
|
%
|
|
3.25
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
Expected return on plan assets
|
7.00
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
|
5.75
|
%
|
|
6.00
|
%
|
|
6.25
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Asset Category
|
2014
|
|
Level 1
|
|
Level 2
|
||||||
|
Cash and cash equivalents
|
$
|
98.6
|
|
|
$
|
50.7
|
|
|
$
|
47.9
|
|
|
Equity securities
|
|
|
|
|
|
||||||
|
U.S. equity securities
|
305.9
|
|
|
50.9
|
|
|
255.0
|
|
|||
|
Foreign equity securities
|
280.5
|
|
|
41.3
|
|
|
239.2
|
|
|||
|
Fixed income securities
|
|
|
|
|
|
||||||
|
Government securities
|
791.7
|
|
|
261.1
|
|
|
530.6
|
|
|||
|
Corporate securities
|
676.5
|
|
|
—
|
|
|
676.5
|
|
|||
|
Insurance contracts
|
34.0
|
|
|
—
|
|
|
34.0
|
|
|||
|
Other
|
102.6
|
|
|
—
|
|
|
102.6
|
|
|||
|
Total
|
$
|
2,289.8
|
|
|
$
|
404.0
|
|
|
$
|
1,885.8
|
|
|
Asset Category
|
2013
|
|
Level 1
|
|
Level 2
|
||||||
|
Cash and cash equivalents
|
$
|
29.5
|
|
|
$
|
7.8
|
|
|
$
|
21.7
|
|
|
Equity securities
|
|
|
|
|
|
||||||
|
U.S. equity securities
|
308.7
|
|
|
46.7
|
|
|
262.0
|
|
|||
|
Foreign equity securities
|
328.8
|
|
|
32.8
|
|
|
296.0
|
|
|||
|
Fixed income securities
|
|
|
|
|
|
||||||
|
Government securities
|
613.1
|
|
|
222.8
|
|
|
390.3
|
|
|||
|
Corporate securities
|
727.4
|
|
|
—
|
|
|
727.4
|
|
|||
|
Mortgage-backed securities
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||
|
Insurance contracts
|
34.8
|
|
|
—
|
|
|
34.8
|
|
|||
|
Other
|
86.1
|
|
|
—
|
|
|
86.1
|
|
|||
|
Total
|
$
|
2,128.8
|
|
|
$
|
310.1
|
|
|
$
|
1,818.7
|
|
|
(Millions of Dollars)
|
|
Total
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Years 6-10
|
||||||||||||||
|
Future payments
|
|
$
|
1,662.7
|
|
|
$
|
163.4
|
|
|
$
|
169.9
|
|
|
$
|
196.2
|
|
|
$
|
159.7
|
|
|
$
|
159.0
|
|
|
$
|
814.5
|
|
|
|
Total
Carrying
Value
|
|
Level 1
|
|
Level 2
|
||||||
|
January 3, 2015:
|
|
|
|
|
|
||||||
|
Money market fund
|
$
|
9.9
|
|
|
$
|
9.9
|
|
|
$
|
—
|
|
|
Derivative assets
|
$
|
144.2
|
|
|
$
|
—
|
|
|
$
|
144.2
|
|
|
Derivative liabilities
|
$
|
148.4
|
|
|
$
|
—
|
|
|
$
|
148.4
|
|
|
December 28, 2013:
|
|
|
|
|
|
||||||
|
Money market fund
|
$
|
6.7
|
|
|
$
|
6.7
|
|
|
$
|
—
|
|
|
Derivative assets
|
$
|
91.7
|
|
|
$
|
—
|
|
|
$
|
91.7
|
|
|
Derivative liabilities
|
$
|
212.3
|
|
|
$
|
—
|
|
|
$
|
212.3
|
|
|
|
January 3, 2015
|
|
December 28, 2013
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
Other investments
|
$
|
11.7
|
|
|
$
|
11.9
|
|
|
$
|
14.8
|
|
|
$
|
14.7
|
|
|
Derivative assets
|
$
|
144.2
|
|
|
$
|
144.2
|
|
|
$
|
91.7
|
|
|
$
|
91.7
|
|
|
Derivative liabilities
|
$
|
148.4
|
|
|
$
|
148.4
|
|
|
$
|
212.3
|
|
|
$
|
212.3
|
|
|
Long-term debt, including current portion
|
$
|
3,845.7
|
|
|
$
|
4,323.8
|
|
|
$
|
3,809.3
|
|
|
$
|
3,889.4
|
|
|
|
12/28/2013
|
|
Net
Additions
|
|
Usage
|
|
Currency
|
|
1/3/2015
|
||||||||||
|
Severance and related costs
|
$
|
169.9
|
|
|
$
|
15.1
|
|
|
$
|
(96.7
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
81.2
|
|
|
Facility closures and other
|
21.6
|
|
|
3.7
|
|
|
(8.2
|
)
|
|
(0.7
|
)
|
|
16.4
|
|
|||||
|
Total
|
$
|
191.5
|
|
|
$
|
18.8
|
|
|
$
|
(104.9
|
)
|
|
$
|
(7.8
|
)
|
|
$
|
97.6
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Net Sales
|
|
|
|
|
|
||||||
|
CDIY
|
$
|
5,559.3
|
|
|
$
|
5,271.4
|
|
|
$
|
5,001.4
|
|
|
Industrial
|
3,498.8
|
|
|
3,302.6
|
|
|
2,739.3
|
|
|||
|
Security
|
2,280.5
|
|
|
2,315.5
|
|
|
2,281.7
|
|
|||
|
Consolidated
|
$
|
11,338.6
|
|
|
$
|
10,889.5
|
|
|
$
|
10,022.4
|
|
|
Segment Profit
|
|
|
|
|
|
||||||
|
CDIY
|
$
|
871.5
|
|
|
$
|
777.1
|
|
|
$
|
693.1
|
|
|
Industrial
|
553.5
|
|
|
456.7
|
|
|
440.7
|
|
|||
|
Security
|
259.2
|
|
|
233.3
|
|
|
301.4
|
|
|||
|
Segment Profit
|
1,684.2
|
|
|
1,467.1
|
|
|
1,435.2
|
|
|||
|
Corporate overhead
|
(177.4
|
)
|
|
(254.0
|
)
|
|
(252.3
|
)
|
|||
|
Other-net
|
(239.7
|
)
|
|
(283.9
|
)
|
|
(296.3
|
)
|
|||
|
Restructuring charges and asset impairments
|
(18.8
|
)
|
|
(173.7
|
)
|
|
(174.1
|
)
|
|||
|
Gain (loss) on debt extinguishment
|
0.1
|
|
|
(20.6
|
)
|
|
(45.5
|
)
|
|||
|
Interest income
|
13.6
|
|
|
12.8
|
|
|
10.1
|
|
|||
|
Interest expense
|
(177.2
|
)
|
|
(160.1
|
)
|
|
(144.0
|
)
|
|||
|
Earnings from continuing operations before income taxes
|
$
|
1,084.8
|
|
|
$
|
587.6
|
|
|
$
|
533.1
|
|
|
Capital and Software Expenditures
|
|
|
|
|
|
||||||
|
CDIY
|
$
|
152.8
|
|
|
$
|
155.8
|
|
|
$
|
199.0
|
|
|
Industrial
|
104.3
|
|
|
100.3
|
|
|
95.6
|
|
|||
|
Security
|
28.1
|
|
|
81.0
|
|
|
64.8
|
|
|||
|
Discontinued operations
|
5.8
|
|
|
3.2
|
|
|
13.5
|
|
|||
|
Consolidated
|
$
|
291.0
|
|
|
$
|
340.3
|
|
|
$
|
372.9
|
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
|
CDIY
|
$
|
155.3
|
|
|
$
|
154.0
|
|
|
$
|
139.6
|
|
|
Industrial
|
160.3
|
|
|
147.0
|
|
|
116.3
|
|
|||
|
Security
|
128.6
|
|
|
133.3
|
|
|
144.4
|
|
|||
|
Discontinued operations
|
5.6
|
|
|
7.0
|
|
|
45.0
|
|
|||
|
Consolidated
|
$
|
449.8
|
|
|
$
|
441.3
|
|
|
$
|
445.3
|
|
|
Segment Assets
|
|
|
|
|
|
||||||
|
CDIY
|
$
|
7,066.4
|
|
|
$
|
7,357.9
|
|
|
$
|
7,152.4
|
|
|
Industrial
|
4,991.6
|
|
|
5,302.0
|
|
|
3,712.2
|
|
|||
|
Security
|
3,984.0
|
|
|
4,368.8
|
|
|
4,445.7
|
|
|||
|
|
16,042.0
|
|
|
17,028.7
|
|
|
15,310.3
|
|
|||
|
Discontinued operations
|
29.5
|
|
|
136.9
|
|
|
326.8
|
|
|||
|
Corporate assets
|
(222.4
|
)
|
|
(630.5
|
)
|
|
206.9
|
|
|||
|
Consolidated
|
$
|
15,849.1
|
|
|
$
|
16,535.1
|
|
|
$
|
15,844.0
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Net Sales
|
|
|
|
|
|
||||||
|
United States
|
$
|
5,492.4
|
|
|
$
|
5,208.0
|
|
|
$
|
4,856.0
|
|
|
Canada
|
591.3
|
|
|
600.3
|
|
|
578.2
|
|
|||
|
Other Americas
|
788.4
|
|
|
818.2
|
|
|
807.2
|
|
|||
|
France
|
695.6
|
|
|
704.6
|
|
|
699.1
|
|
|||
|
Other Europe
|
2,585.3
|
|
|
2,417.9
|
|
|
2,298.8
|
|
|||
|
Asia
|
1,185.6
|
|
|
1,140.5
|
|
|
783.1
|
|
|||
|
Consolidated
|
$
|
11,338.6
|
|
|
$
|
10,889.5
|
|
|
$
|
10,022.4
|
|
|
Property, Plant & Equipment
|
|
|
|
|
|
||||||
|
United States
|
$
|
639.7
|
|
|
$
|
620.7
|
|
|
$
|
570.0
|
|
|
Canada
|
20.9
|
|
|
25.0
|
|
|
19.3
|
|
|||
|
Other Americas
|
82.2
|
|
|
84.4
|
|
|
88.5
|
|
|||
|
France
|
74.7
|
|
|
85.3
|
|
|
71.1
|
|
|||
|
Other Europe
|
333.2
|
|
|
368.8
|
|
|
323.7
|
|
|||
|
Asia
|
303.4
|
|
|
294.4
|
|
|
252.4
|
|
|||
|
Consolidated
|
$
|
1,454.1
|
|
|
$
|
1,478.6
|
|
|
$
|
1,325.0
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
||||
|
Deferred tax liabilities:
|
|
|
|
||||
|
Depreciation
|
$
|
72.7
|
|
|
$
|
75.3
|
|
|
Amortization of intangibles
|
888.3
|
|
|
955.4
|
|
||
|
Liability on undistributed foreign earnings
|
369.2
|
|
|
418.9
|
|
||
|
Discharge of indebtedness
|
12.4
|
|
|
15.5
|
|
||
|
Inventories
|
8.8
|
|
|
2.3
|
|
||
|
Deferred revenue
|
32.0
|
|
|
19.0
|
|
||
|
Other
|
59.4
|
|
|
50.6
|
|
||
|
Total deferred tax liabilities
|
$
|
1,442.8
|
|
|
$
|
1,537.0
|
|
|
Deferred tax assets:
|
|
|
|
||||
|
Employee benefit plans
|
$
|
308.3
|
|
|
$
|
317.0
|
|
|
Doubtful accounts and other customer allowances
|
15.0
|
|
|
14.6
|
|
||
|
Accruals
|
131.7
|
|
|
117.4
|
|
||
|
Restructuring charges
|
42.2
|
|
|
51.0
|
|
||
|
Operating loss, capital loss and tax credit carry forwards
|
594.6
|
|
|
759.7
|
|
||
|
Currency and derivatives
|
47.3
|
|
|
33.0
|
|
||
|
Other
|
97.1
|
|
|
114.7
|
|
||
|
Total deferred tax assets
|
$
|
1,236.2
|
|
|
$
|
1,407.4
|
|
|
Net Deferred Tax Liabilities before Valuation Allowance
|
$
|
206.6
|
|
|
$
|
129.6
|
|
|
Valuation allowance
|
$
|
551.9
|
|
|
$
|
549.7
|
|
|
Net Deferred Tax Liabilities after Valuation Allowance
|
$
|
758.5
|
|
|
$
|
679.3
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
||||||||||||
|
|
Deferred
Tax Asset
|
|
Deferred
Tax Liability
|
|
Deferred
Tax Asset
|
|
Deferred
Tax Liability
|
||||||||
|
Current
|
$
|
(137.4
|
)
|
|
$
|
11.9
|
|
|
$
|
(68.0
|
)
|
|
$
|
17.8
|
|
|
Non-current
|
(108.7
|
)
|
|
992.7
|
|
|
(170.2
|
)
|
|
899.7
|
|
||||
|
Total
|
$
|
(246.1
|
)
|
|
$
|
1,004.6
|
|
|
$
|
(238.2
|
)
|
|
$
|
917.5
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Current:
|
|
|
|
|
|
||||||
|
Federal
|
$
|
18.4
|
|
|
$
|
84.0
|
|
|
$
|
12.7
|
|
|
Foreign
|
141.1
|
|
|
123.5
|
|
|
104.7
|
|
|||
|
State
|
17.1
|
|
|
(3.0
|
)
|
|
8.8
|
|
|||
|
Total current
|
$
|
176.6
|
|
|
$
|
204.5
|
|
|
$
|
126.2
|
|
|
Deferred:
|
|
|
|
|
|
||||||
|
Federal
|
$
|
55.3
|
|
|
$
|
(77.1
|
)
|
|
$
|
15.7
|
|
|
Foreign
|
(19.3
|
)
|
|
(50.6
|
)
|
|
(59.0
|
)
|
|||
|
State
|
14.5
|
|
|
(8.2
|
)
|
|
(7.1
|
)
|
|||
|
Total deferred
|
50.5
|
|
|
(135.9
|
)
|
|
(50.4
|
)
|
|||
|
Income taxes on continuing operations
|
$
|
227.1
|
|
|
$
|
68.6
|
|
|
$
|
75.8
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Tax at statutory rate
|
$
|
379.7
|
|
|
$
|
205.8
|
|
|
$
|
186.6
|
|
|
State income taxes, net of federal benefits
|
24.3
|
|
|
(6.6
|
)
|
|
1.5
|
|
|||
|
Difference between foreign and federal income tax
|
(178.0
|
)
|
|
(124.9
|
)
|
|
(114.6
|
)
|
|||
|
Tax accrual reserve
|
1.1
|
|
|
15.3
|
|
|
48.4
|
|
|||
|
Audit settlements
|
(5.3
|
)
|
|
0.9
|
|
|
(49.0
|
)
|
|||
|
NOL & valuation allowance related items
|
2.7
|
|
|
6.8
|
|
|
(2.2
|
)
|
|||
|
Foreign dividends and related items
|
25.6
|
|
|
(9.5
|
)
|
|
18.9
|
|
|||
|
Merger related costs
|
—
|
|
|
3.3
|
|
|
(6.9
|
)
|
|||
|
Change in deferred tax liabilities on undistributed foreign earnings
|
(6.0
|
)
|
|
(19.5
|
)
|
|
(17.3
|
)
|
|||
|
Statutory income tax rate change
|
(0.6
|
)
|
|
(1.7
|
)
|
|
(5.2
|
)
|
|||
|
Other-net
|
(16.4
|
)
|
|
(1.3
|
)
|
|
15.6
|
|
|||
|
Income taxes on continuing operations
|
$
|
227.1
|
|
|
$
|
68.6
|
|
|
$
|
75.8
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
United States
|
$
|
234.4
|
|
|
$
|
112.7
|
|
|
$
|
95.0
|
|
|
Foreign
|
850.4
|
|
|
474.9
|
|
|
438.1
|
|
|||
|
Earnings from continuing operations before income taxes
|
$
|
1,084.8
|
|
|
$
|
587.6
|
|
|
$
|
533.1
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Balance at beginning of year
|
$
|
269.5
|
|
|
$
|
207.2
|
|
|
$
|
214.2
|
|
|
Additions based on tax positions related to current year
|
27.4
|
|
|
37.1
|
|
|
21.5
|
|
|||
|
Additions based on tax positions related to prior years
|
40.1
|
|
|
46.9
|
|
|
46.5
|
|
|||
|
Reductions based on tax positions related to prior years
|
(30.9
|
)
|
|
(13.2
|
)
|
|
(69.6
|
)
|
|||
|
Settlements
|
(5.9
|
)
|
|
7.7
|
|
|
(1.0
|
)
|
|||
|
Statute of limitations expirations
|
(19.4
|
)
|
|
(16.2
|
)
|
|
(4.4
|
)
|
|||
|
Balance at end of year
|
$
|
280.8
|
|
|
$
|
269.5
|
|
|
$
|
207.2
|
|
|
(Millions of Dollars)
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||
|
Operating lease obligations
|
$
|
330.5
|
|
|
$
|
83.9
|
|
|
$
|
65.1
|
|
|
$
|
51.8
|
|
|
$
|
40.8
|
|
|
$
|
30.9
|
|
|
$
|
58.0
|
|
|
Marketing commitments
|
76.9
|
|
|
26.1
|
|
|
24.4
|
|
|
20.3
|
|
|
5.0
|
|
|
1.1
|
|
|
—
|
|
|||||||
|
Total
|
$
|
407.4
|
|
|
$
|
110.0
|
|
|
$
|
89.5
|
|
|
$
|
72.1
|
|
|
$
|
45.8
|
|
|
$
|
32.0
|
|
|
$
|
58.0
|
|
|
(Millions of Dollars)
|
Term
|
|
Maximum
Potential
Payment
|
|
Carrying
Amount of
Liability
|
||||
|
Guarantees on the residual values of leased properties
|
One to four years
|
|
$
|
34.4
|
|
|
$
|
—
|
|
|
Standby letters of credit
|
Up to three years
|
|
90.5
|
|
|
—
|
|
||
|
Commercial customer financing arrangements
|
Up to six years
|
|
38.9
|
|
|
13.1
|
|
||
|
Total
|
|
|
$
|
163.8
|
|
|
$
|
13.1
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Balance beginning of period
|
$
|
121.1
|
|
|
$
|
123.2
|
|
|
$
|
124.8
|
|
|
Warranties and guarantees issued
|
98.0
|
|
|
92.9
|
|
|
86.3
|
|
|||
|
Liability assumed from acquisitions
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|||
|
Warranty payments and currency
|
(109.5
|
)
|
|
(95.1
|
)
|
|
(88.1
|
)
|
|||
|
Balance end of period
|
$
|
109.6
|
|
|
$
|
121.1
|
|
|
$
|
123.2
|
|
|
(Millions of Dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
|
Net Sales
|
$
|
118.4
|
|
|
$
|
150.1
|
|
|
$
|
1,099.7
|
|
|
(Loss) earnings from discontinued operations before income taxes (including pretax gain on HHI sale of $384.7 million in 2012)
|
$
|
(104.0
|
)
|
|
$
|
(43.0
|
)
|
|
$
|
497.9
|
|
|
Income tax (benefit) expense on discontinued operations (including income taxes for gain on HHI sale of $25.8 million in 2012)
|
(7.7
|
)
|
|
(13.3
|
)
|
|
72.2
|
|
|||
|
Net (loss) earnings from discontinued operations
|
$
|
(96.3
|
)
|
|
$
|
(29.7
|
)
|
|
$
|
425.7
|
|
|
|
|
Quarter
|
|
|
||||||||||||||||
|
(Millions of Dollars, except per share amounts)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
|
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net sales
|
|
$
|
2,617.1
|
|
|
$
|
2,860.1
|
|
|
$
|
2,878.9
|
|
|
$
|
2,982.5
|
|
|
$
|
11,338.6
|
|
|
Gross profit
|
|
956.4
|
|
|
1,048.6
|
|
|
1,046.6
|
|
|
1,051.1
|
|
|
4,102.7
|
|
|||||
|
Selling, general and administrative expenses
|
|
640.6
|
|
|
655.9
|
|
|
641.1
|
|
|
658.3
|
|
|
2,595.9
|
|
|||||
|
Net earnings from continuing operations
|
|
169.9
|
|
|
222.7
|
|
|
246.1
|
|
|
219.0
|
|
|
857.7
|
|
|||||
|
Less: Net earnings (loss) attributable to non-controlling interest
|
|
0.2
|
|
|
0.9
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
0.5
|
|
|||||
|
Net earnings from continuing operations attributable to Stanley Black & Decker, Inc.
|
|
169.7
|
|
|
221.8
|
|
|
246.4
|
|
|
219.3
|
|
|
857.2
|
|
|||||
|
Net loss from discontinued operations
|
|
(7.8
|
)
|
|
(5.3
|
)
|
|
(9.7
|
)
|
|
(73.5
|
)
|
|
(96.3
|
)
|
|||||
|
Net earnings attributable to Stanley Black & Decker, Inc.
|
|
$
|
161.9
|
|
|
$
|
216.5
|
|
|
$
|
236.7
|
|
|
$
|
145.8
|
|
|
$
|
760.9
|
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Continuing operations
|
|
$
|
1.09
|
|
|
$
|
1.42
|
|
|
$
|
1.57
|
|
|
$
|
1.41
|
|
|
$
|
5.49
|
|
|
Discontinued operations
|
|
(0.05
|
)
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.47
|
)
|
|
(0.62
|
)
|
|||||
|
Total basic earnings per common share
|
|
$
|
1.04
|
|
|
$
|
1.38
|
|
|
$
|
1.51
|
|
|
$
|
0.94
|
|
|
$
|
4.87
|
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Continuing operations
|
|
$
|
1.07
|
|
|
$
|
1.39
|
|
|
$
|
1.53
|
|
|
$
|
1.37
|
|
|
$
|
5.37
|
|
|
Discontinued operations
|
|
(0.05
|
)
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.46
|
)
|
|
(0.60
|
)
|
|||||
|
Total diluted earnings per common share
|
|
$
|
1.02
|
|
|
$
|
1.36
|
|
|
$
|
1.47
|
|
|
$
|
0.91
|
|
|
$
|
4.76
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net sales
|
|
$
|
2,448.1
|
|
|
$
|
2,830.0
|
|
|
$
|
2,730.8
|
|
|
$
|
2,880.6
|
|
|
$
|
10,889.5
|
|
|
Gross profit
|
|
900.0
|
|
|
997.3
|
|
|
979.6
|
|
|
1,026.8
|
|
|
3,903.7
|
|
|||||
|
Selling, general and administrative expenses
|
|
658.6
|
|
|
672.1
|
|
|
663.0
|
|
|
696.9
|
|
|
2,690.6
|
|
|||||
|
Net earnings from continuing operations
|
|
83.5
|
|
|
195.9
|
|
|
169.2
|
|
|
70.4
|
|
|
519.0
|
|
|||||
|
Less: Net (loss) earnings attributable to non-controlling interest
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(1.0
|
)
|
|||||
|
Net earnings from continuing operations attributable to Stanley Black & Decker, Inc.
|
|
83.9
|
|
|
196.2
|
|
|
169.4
|
|
|
70.5
|
|
|
520.0
|
|
|||||
|
Net loss from discontinued operations
|
|
(2.8
|
)
|
|
(9.1
|
)
|
|
(3.4
|
)
|
|
(14.4
|
)
|
|
(29.7
|
)
|
|||||
|
Net earnings attributable to Stanley Black & Decker, Inc.
|
|
$
|
81.1
|
|
|
$
|
187.1
|
|
|
$
|
166.0
|
|
|
$
|
56.1
|
|
|
$
|
490.3
|
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Continuing operations
|
|
$
|
0.54
|
|
|
$
|
1.26
|
|
|
$
|
1.09
|
|
|
$
|
0.45
|
|
|
$
|
3.35
|
|
|
Discontinued operations
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|
(0.02
|
)
|
|
(0.09
|
)
|
|
(0.19
|
)
|
|||||
|
Total basic earnings per common share
|
|
$
|
0.52
|
|
|
$
|
1.21
|
|
|
$
|
1.07
|
|
|
$
|
0.36
|
|
|
$
|
3.16
|
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Continuing operations
|
|
$
|
0.53
|
|
|
$
|
1.24
|
|
|
$
|
1.07
|
|
|
$
|
0.44
|
|
|
$
|
3.28
|
|
|
Discontinued operations
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|
(0.02
|
)
|
|
(0.09
|
)
|
|
(0.19
|
)
|
|||||
|
Total diluted earnings per common share
|
|
$
|
0.51
|
|
|
$
|
1.18
|
|
|
$
|
1.04
|
|
|
$
|
0.35
|
|
|
$
|
3.09
|
|
|
Merger and Acquisition-Related Charges
|
|
Diluted EPS Impact
|
|
• Q1 2014 — $4 million ($3 million after-tax)
|
|
$0.02 per diluted share
|
|
• Q2 2014 — $4 million ($9 million after-tax)
|
|
$0.06 per diluted share
|
|
• Q3 2014 — $6 million ($6 million after-tax)
|
|
$0.04 per diluted share
|
|
• Q4 2014 — $40 million ($31 million after-tax)
|
|
$0.19 per diluted share
|
|
|
|
|
|
Merger and Acquisition-Related Charges
|
|
Diluted EPS Impact
|
|
• Q1 2013 — $106 million ($81 million after-tax)
|
|
$0.51 per diluted share
|
|
• Q2 2013 — $5 million (($4) million after-tax)
|
|
($0.03) per diluted share
|
|
• Q3 2013 — $67 million ($51 million after-tax)
|
|
$0.32 per diluted share
|
|
• Q4 2013 — $212 million ($142 million after-tax)
|
|
$0.89 per diluted share
|
|
3.1
|
|
(a)
|
Restated Certificate of Incorporation dated September 15, 1998 (incorporated by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
|
|
|
|
|
|
|
|
(b)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated December 21, 2009 (incorporated by reference to Exhibit 3(ii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
|
|
|
|
|
|
|
|
|
(c)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated March 12, 2010 (incorporated by reference to Exhibit 3(iii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
|
|
|
|
|
|
|
|
|
(d)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated November 5, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
|
|
(e)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated April 17, 2012 (incorporated by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2012).
|
|
|
|
|
|
|
|
3.2
|
|
(a)
|
Amended and Restated ByLaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 19, 2013).
|
|
|
|
|
|
|
4.1
|
|
(a)
|
Indenture, dated as of June 26, 1998, by and among Black & Decker Holdings Inc., as Issuer, The Black & Decker Corporation, as Guarantor, and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.9 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
|
|
|
|
|
|
|
|
(b)
|
First Supplemental Indenture dated as of March 12, 2010, to the Indenture dated as of June 26, 1998, by and among Black & Decker Holdings, Inc., as issuer, The Black & Decker Corporation, as guarantor and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
|
|
|
|
|
|
|
|
4.2
|
|
(a)
|
Senior Indenture, dated as of November 1, 2002 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, defining the rights of holders of 3 1/2% Notes Due November 1, 2007, 4 9/10% Notes due November 1, 2012 and 6.15% Notes due 2013 (incorporated by reference to Exhibit 4(vi) to the Company’s Annual Report on Form 10-K for the year ended December 28, 2002).
|
|
|
|
|
|
|
|
(b)
|
Second Supplemental Indenture dated as of March 12, 2010 to the Indenture dated as of November 1, 2002 between The Stanley Works and The Bank of New York Mellon Trust Company, as successor trustee to JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
|
|
|
|
|
|
|
|
|
(c)
|
Third Supplemental Indenture dated as of September 3, 2010, to the Indenture dated as of November 1, 2002, among Stanley Black & Decker, Inc., The Black & Decker Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 7, 2010).
|
|
|
|
|
|
|
|
|
(d)
|
Fourth Supplemental Indenture, dated as of November 22, 2011, among Stanley Black & Decker, Inc., The Black & Decker Corporation, as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.40% Notes due 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 22, 2011).
|
|
|
|
|
|
|
|
|
(e)
|
Fifth Supplemental Indenture, dated as of November 6, 2012, among Stanley Black & Decker, Inc., The Black & Decker Corporation, as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 2.90% Notes due 2022 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 6, 2012).
|
|
|
|
|
|
|
|
4.3
|
|
(a)
|
Indenture, dated November 22, 2005, between The Stanley Works and HSBC Bank USA, National Association, as indenture trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K dated November 29, 2005).
|
|
|
|
|
|
|
|
(b)
|
First Supplemental Indenture, dated November 22, 2005, between The Stanley Works and HSBC Bank USA, National Association, as indenture trustee (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K dated November 29, 2005).
|
|
|
|
|
|
|
|
|
(c)
|
Second Supplemental Indenture dated as of November 5, 2010, to the Indenture dated as of November 22, 2005, between Stanley Black & Decker, Inc. and HSBC Bank USA, National Association, as trustee (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
|
|
(d)
|
Third Supplemental Indenture dated July 25, 2012, between the Company and HSBC Bank USA, National Association, as trustee, related to the 5.75% Junior Subordinated Debentures due 2052 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on July 25, 2012).
|
|
|
|
|
|
|
|
|
(e)
|
Fourth Supplemental Indenture, dated as of December 3, 2013, between the Company and the Trustee, relating to the Notes (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
|
|
(f)
|
Fifth Supplemental Indenture, dated December 3, 2013, between the Company and the Trustee, related to the Debentures (incorporated by reference to Exhibit 4.9 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
|
|
(g)
|
Form of 5.75% Junior Subordinated Debentures due 2052 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated July 25, 2012).
|
|
|
|
|
|
|
|
|
(h)
|
Form of Debenture (incorporated by reference to Exhibit 4.9 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
|
4.4
|
|
(a)
|
Rights Agreement dated as of January 19, 2006, by and between The Stanley Works and Computershare Investor Services L.L.C. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K/A dated February 22, 2006).
|
|
|
|
|
|
|
|
(b)
|
Amendment No. 1 dated as of December 21, 2009 to the Rights Agreement, dated as of January 19, 2006, between The Stanley Works and the Computershare Investor Services L.L.C. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated December 21, 2009).
|
|
|
|
|
|
|
|
4.5
|
|
(a)
|
Purchase Contract and Pledge Agreement dated as of November 5, 2010 among Stanley Black & Decker, Inc., The Bank of New York Mellon Trust Company, National Association, as purchase contract agent, and HSBC Bank USA, National Association, as collateral agent, as custodial agent, and as securities intermediary (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
|
(b)
|
Form of 4.75% Series B Perpetual Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
|
|
(c)
|
Form of Corporate Unit (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
|
|
(d)
|
Form of Treasury Unit (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
|
|
(e)
|
Form of Cash-Settled Unit (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
|
|
(f)
|
Form of Unpledged Note (incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
|
|
(g)
|
Form of Pledged Note (incorporated by reference to Exhibit 4.9 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
|
4.6
|
|
(a)
|
Purchase Contract and Pledge Agreement, dated December 3, 2013, among the Company, The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent, and HSBC Bank USA, National Association, as Collateral Agent, Custodial Agent and Securities Intermediary (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
|
(b)
|
Form of Corporate Unit (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
|
|
(c)
|
Form of Treasury Unit (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
|
|
(d)
|
Form of Cash Settled Unit (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
|
|
(e)
|
Form of Unpledged Note (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
|
|
(f)
|
Form of Pledged Note (incorporated by reference to Exhibit 4.8 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
|
10.1
|
|
|
Five Year Credit Agreement, dated as of June 27, 2013, by and among the Registrant, the lenders named therein, Citibank, N.A., as Administrative Agent, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as Lead Arrangers and Book Runners, and Bank of America, N.A., as Syndication Agent (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on June 27, 2013).
|
|
|
|
|
|
|
10.2
|
|
(a)
|
Second Amended and Restated Employment Agreement, dated as of November 2, 2009, among The Stanley Works and John F. Lundgren (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 3, 2009).*
|
|
|
|
|
|
|
|
(b)
|
Amended and Restated Change in Control Severance Agreement dated December 10, 2008 between The Stanley Works and John F. Lundgren. (incorporated by reference to Exhibit (xviii) to the Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
|
|
|
(c)
|
Letter Agreement between Stanley Black & Decker, Inc. and John F. Lundgren effective January 13, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 14, 2013).*
|
|
|
|
|
|
|
|
10.3
|
|
(a)
|
Employment Agreement, dated as of November 2, 2009, among The Stanley Works and James M. Loree (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on November 3, 2009).*
|
|
|
|
|
|
|
|
(b)
|
Letter Agreement between Stanley Black & Decker, Inc. and James M. Loree effective January 13, 2013 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 14, 2013).*
|
|
|
|
|
|
|
|
10.4
|
|
|
Form A of Amended and Restated Change in Control Severance Agreement. James M. Loree is a party to a Restated and Amended Change in Control Severance Agreement in this Form. (incorporated by reference to Exhibit (xiv) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
|
10.5
|
|
|
Form B of Amended and Restated Change in Control Severance Agreement. Jeffery D. Ansell is a party to an Amended and Restated Change in Control Severance Agreements in this Form (incorporated by reference to Exhibit (xv) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
|
10.6
|
|
|
Form B of Change in Control Severance Agreement. Donald Allan, Jr., is a party to a Change in Control Severance Agreement in this Form (incorporated by reference to Exhibit (xvi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
|
10.7
|
|
|
Revised Form B of Change in Control Severance Agreement. Three of the Company’s Executive Officers are parties to a Change in Control Severance Agreement in this Form (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the period ended December 29, 2012).*
|
|
|
|
|
|
|
10.8
|
|
|
Form C of Change in Control Severance Agreement. Ten of the Company’s Executive Officers are parties to Change in Control Severance Agreements in this Form (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 28, 2013).*
|
|
|
|
|
|
|
10.9
|
|
|
Deferred Compensation Plan for Non-Employee Directors amended and restated as of December 11, 2007 (incorporated by reference to Exhibit 10(vii) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
|
|
10.10
|
|
|
Deferred Compensation Plan for Participants in Stanley’s Management Incentive Plan amended and restated as of December 11, 2007 (incorporated by reference to Exhibit 10(ix) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
|
|
10.11
|
|
(a)
|
Stanley Black & Decker Supplemental Retirement Account Plan (as in effect, January 1, 2011, except as otherwise provided therein) (incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended January 1, 2011).*
|
|
|
|
|
|
|
|
(b)
|
Stanley Black & Decker Supplemental Retirement Plan (effective, January 1, 2011, except as otherwise provided therein) (incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended January 1, 2011).*
|
|
|
|
|
|
|
|
10.12
|
|
|
Supplemental Executive Retirement Program amended and restated effective January 1, 2009 except as otherwise provided therein (incorporated by reference to Exhibit (ix) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
|
10.13
|
|
|
New 1991 Loan Agreement, dated June 30, 1998, between The Stanley Works, as lender, and Citibank, N.A. as trustee under the trust agreement for the Stanley Account Value Plan, to refinance the 1991 Salaried Employee ESOP Loan and the 1991 Hourly ESOP Loan and their related promissory notes (incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 1998).
|
|
|
|
|
|
|
10.14
|
|
|
The Stanley Works Non-Employee Directors’ Benefit Trust Agreement dated December 27, 1989 and amended as of January 1, 1991 by and between The Stanley Works and Fleet National Bank, as successor trustee (incorporated by reference to Exhibit (10)(xvii)(a) to the Company’s Annual Report on Form 10-K for year ended December 29, 1990).
|
|
|
|
|
|
|
10.15
|
|
(a)
|
2001 Long-Term Incentive Plan as amended effective October 17, 2008 (incorporated by reference to Exhibit (xi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
|
|
(b)
|
Form of Stock Option Certificate for stock options granted pursuant to 2001 Long-Term Incentive Plan (incorporated by reference to Exhibit 10(xiv)(a) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
|
|
|
10.16
|
|
(a)
|
The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference Exhibit 4.7 to the Company’s Registration Statement on Form S-8 Reg. No. 333-165454 filed on March 12, 2010).*
|
|
|
|
|
|
|
|
(b)
|
Form of award letter for restricted stock unit grants to executive officers pursuant to the Company’s 2009 Long Term Incentive Plan (as amended March 12, 2010)(incorporated by reference to Exhibit 10(vi)(b) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
|
|
|
|
(c)
|
Form of stock option certificate for executive officers pursuant to the Company’s 2009 Long Term Incentive Plan (as amended March 12, 2010) (incorporated by reference to Exhibit 10(vi)(c) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
|
|
|
|
(d)
|
Terms of special one-time award of restricted stock units to John F. Lundgren under his employment agreement and The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference to Exhibit 10(vi)(d) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
|
|
|
|
|
|
|
|
(e)
|
Terms of special one-time award of restricted stock units to James M. Loree under his employment agreement and The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference to Exhibit 10(vi)(e) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
|
|
|
|
|
|
|
10.17
|
|
(a)
|
The Stanley Black & Decker 2013 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 20, 2013).*
|
|
|
|
|
|
|
|
(b)
|
Form of Award Document for Performance Awards granted to Executive Officers under 2013 Long Term Incentive Plan, amended 2015.*
|
|
|
|
|
|
|
|
|
(c)
|
Form of stock option certificate for grants to executive officers pursuant to the Company’s 2013 Long Term Incentive Plan (incorporated by reference to Exhibit 10.18(c) to the Company’s Annual Report on Form 10-K for the period ended December 28, 2013).*
|
|
|
|
|
|
|
|
|
(d)
|
Form of restricted stock unit award certificate for grants of restricted stock units to executive officers pursuant to the Company’s 2013 Long Term Incentive Plan (incorporated by reference to Exhibit 10.18(d) to the Company’s Annual Report on Form 10-K for the period ended December 28, 2013).*
|
|
|
|
|
|
|
|
10.18
|
|
(a)
|
The Stanley Works Restricted Stock Unit Plan for Non-Employee Directors amended and restated as of December 11, 2007 (incorporated by reference to Exhibit 10(xx) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
|
|
|
(b)
|
Form of Certificate for RSUs issued pursuant to The Stanley Works Restricted Stock Unit Plan for Non-Employee Directors (incorporated by reference to Exhibit 10(xxv) to the Company’s Annual Report on Form 10-K for the year ended January 1, 2005).*
|
|
|
|
|
|
|
|
10.19
|
|
|
The Stanley Black & Decker, Inc. 2012 Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 29, 2012).*
|
|
|
|
|
|
|
10.20
|
|
|
Special Severance Policy for Management Incentive Compensation Plan Participants Levels 1-5 as amended effective October 17, 2008 (incorporated by reference to Exhibit (xxi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
|
10.21
|
|
|
Employee Stock Purchase Plan as amended April 23, 2009 (incorporated by reference to Exhibit 10(iii)(d) to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 4, 2009).*
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|
|
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10.22
|
|
|
The Black & Decker 2003 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on March 12, 2010).*
|
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10.23
|
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|
Form of Nonqualified Stock Option Agreement relating to The Black & Decker Corporation’s stock option plans (incorporated by reference to Exhibit 10(xix) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
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|
|
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10.24
|
|
(a)
|
The Black & Decker Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10(xx) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
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|
|
|
|
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|
(b)
|
First Amendment to The Black & Decker Supplemental Pension Plan (incorporated by reference to Exhibit 10(xxi) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
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|
|
|
|
|
10.25
|
|
|
The Black & Decker Supplemental Executive Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10(xxii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
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|
|
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11
|
|
|
Statement re computation of per share earnings (the information required to be presented in this exhibit appears in
Note J
to the Company’s
Consolidated Financial Statements
set forth in this Annual Report on Form 10-K).
|
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12
|
|
|
Statement re computation of ratio of earnings to fixed charges.
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14
|
|
|
Code of Ethics for CEO and Senior Financial Officers (incorporated by reference to the Company’s website,
www.stanleyblackanddecker.com)
.
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21
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Subsidiaries of Registrant.
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23
|
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Consent of Independent Registered Public Accounting Firm.
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24
|
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Power of Attorney.
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31.1
|
|
(a)
|
Certification by Chief Executive Officer pursuant to Rule 13a-14(a).
|
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|
31.1
|
|
(b)
|
Certification by Chief Financial Officer pursuant to Rule 13a-14(a).
|
|
|
|
|
|
|
|
|
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|
32.1
|
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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|
|
|
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|
32.2
|
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
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|
99.1
|
|
|
Policy on Confidential Proxy Voting and Independent Tabulation and Inspection of Elections as adopted by The Board of Directors October 23, 1991 (incorporated by reference to Exhibit (28)(i) to the Quarterly Report on Form 10-Q for the quarter ended September 28, 1991).
|
|
*
|
Management contract or compensation plan or arrangement.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
| Customer name | Ticker |
|---|---|
| The Home Depot, Inc. | HD |
| Lowe's Companies, Inc. | LOW |
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|