0000093556false00000935562022-01-312022-01-310000093556swk:CommonStockSWKMember2022-01-312022-01-310000093556swk:CorporateUnitsSWTMember2022-01-312022-01-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 FORM 8-K

 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 31, 2022

 

 Stanley Black & Decker, Inc.

(Exact name of registrant as specified in its charter) 

CT			1-5224			06-0548860
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

1000 STANLEY DRIVE

NEW BRITAIN, CT 06053

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (860) 225-5111

Not Applicable

(Former name or former address, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title Of Each Class

Trading Symbols

Name Of Each Exchange On Which Registered

Common Stock

- $2.50 Par Value per Share

SWK

New York Stock Exchange

Corporate Units

SWT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 7.01 Regulation FD Disclosure.

Stanley Black & Decker, Inc. will report fourth quarter and full year 2021 results on its upcoming earnings call representing continuing operations which will exclude the results of the electronic security solutions and healthcare businesses (“Security”) as a result of the divestiture that was announced on December 8, 2021. The results of these businesses were previously included in the Company’s Security segment and will be recorded as discontinued operations. Additional disclosure for the Company’s fourth quarter and full year 2021 results will be provided in the earnings release for continuing and discontinued operations. Furthermore, the Company has posted supplementary financial information on its website to reflect quarterly and year-to-date operating results and business segment information for the first three quarters of 2021 and quarterly and annual 2020 for continuing operations.

The Company’s 2022 guidance will be provided for continuing operations.

A copy of the supplementary financial information is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this report as if fully set forth herein. The information furnished pursuant to this Item 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

99.1 Supplementary financial information

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Stanley Black & Decker, Inc.

January 31, 2022

By:

/s/ Janet M. Link

Name:

Janet M. Link

Title:

Senior Vice President, General Counsel and Secretary

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Exhibit Index

 

Exhibit No.			Description
99.1			Supplementary financial information
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit 99.1

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP EARNINGS FINANCIAL MEASURES FOR CONTINUING OPERATIONS TO CORRESPONDING

NON-GAAP FINANCIAL MEASURES, AS ADJUSTED

(Unaudited, Millions of Dollars Except Per Share Amounts)

 

						First Quarter 2021																		Second Quarter 2021																		Third Quarter 2021																		Year-to-Date 2021
						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3
			Net Sales			$	3,803.5					$	—					$	3,803.5					$	3,880.0					$	—					$	3,880.0					$	3,865.4					$	—					$	3,865.4					$	11,548.9					$	—					$	11,548.9
			Gross profit			1,413.7						4.4						1,418.1						1,386.4						1.3						1,387.7						1,241.6						5.1						1,246.7						4,041.7						10.8						4,052.5
			% of Net Sales			37.2		%										37.3		%				35.7		%										35.8		%				32.1		%										32.3		%				35.0		%										35.1		%
			Selling, general and administrative			731.3						(15.1)						716.2						778.5						(18.5)						760.0						783.8						(18.7)						765.1						2,293.6						(52.3)						2,241.3
			% of Net Sales			19.2		%										18.8		%				20.1		%										19.6		%				20.3		%										19.8		%				19.9		%										19.4		%
			Operating profit			682.4						19.5						701.9						607.9						19.8						627.7						457.8						23.8						481.6						1,748.1						63.1						1,811.2
			% of Net Sales			17.9		%										18.5		%				15.7		%										16.2		%				11.8		%										12.5		%				15.1		%										15.7		%
			Earnings from continuing operations before income taxes and equity interest			587.0						23.9						610.9						508.4						33.3						541.7						384.7						32.5						417.2						1,480.1						89.7						1,569.8
			Income taxes on continuing operations			118.4						6.0						124.4						70.1						8.4						78.5						0.5						6.8						7.3						189.0						21.2						210.2
			Share of net earnings of equity method investment			1.8						0.2						2.0						4.4						11.0						15.4						9.8						—						9.8						16.0						11.2						27.2
			Net earnings from continuing operations attributable to common shareowners - Diluted4			461.8						18.1						479.9						439.2						35.9						475.1						394.5						25.7						420.2						1,295.5						79.7						1,375.2
			Diluted earnings per share of common stock - Continuing operations4			$	2.81					$	0.11					$	2.92					$	2.66					$	0.22					$	2.88					$	2.39					$	0.15					$	2.54					$	7.86					$	0.48					$	8.34
1			The Company’s results represent continuing operations and exclude the commercial electronic security and healthcare businesses following the announced divestiture in December 2021. The results of these businesses were previously included in the Company's Security segment and have been recorded as discontinued operations.
2			Acquisition-related charges and other relate primarily to functional transformation initiatives, deal costs, facility-related costs and restructuring.
3			The non-GAAP information, as reconciled to GAAP above, is considered relevant to aid analysis and understanding of the Company’s results, business trends and outlook measures aside from the material impact of acquisition-related and other charges and ensures appropriate comparability to operating results of prior periods.
4			Results reflect the restatement of historical financial statements to correct errors related to the accounting for Equity Units as disclosed in the Company's Form 8-K filed on January 26, 2022.

 

1

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STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP EARNINGS FINANCIAL MEASURES FOR CONTINUING OPERATIONS TO CORRESPONDING

NON-GAAP FINANCIAL MEASURES, AS ADJUSTED

(Unaudited, Millions of Dollars Except Per Share Amounts)

						First Quarter 2020																		Second Quarter 2020																		Third Quarter 2020
						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3
			Net Sales			$	2,760.6					$	—					$	2,760.6					$	2,806.3					$	—					$	2,806.3					$	3,488.1					$	—					$	3,488.1
			Gross profit			882.7						8.6						891.3						886.5						37.4						923.9						1,231.9						6.5						1,238.4
			% of Net Sales			32.0		%										32.3		%				31.6		%										32.9		%				35.3		%										35.5		%
			Selling, general and administrative			630.6						(17.2)						613.4						618.3						(59.4)						558.9						632.1						(27.3)						604.8
			% of Net Sales			22.8		%										22.2		%				22.0		%										19.9		%				18.1		%										17.3		%
			Operating profit			252.1						25.8						277.9						268.2						96.8						365.0						599.8						33.8						633.6
			% of Net Sales			9.1		%										10.1		%				9.6		%										13.0		%				17.2		%										18.2		%
			Earnings from continuing operations before income taxes and equity interest			135.8						46.9						182.7						118.2						135.3						253.5						445.6						77.4						523.0
			Income taxes on continuing operations			11.3						9.6						20.9						(112.5)						151.2						38.7						76.0						18.1						94.1
			Share of net earnings (losses) of equity method investment			(0.2)						1.0						0.8						10.3						3.2						13.5						4.0						2.7						6.7
			Net earnings from continuing operations attributable to common shareowners - Diluted4			124.8						38.3						163.1						236.3						(12.7)						223.6						364.0						62.0						426.0
			Diluted earnings per share of common stock - Continuing operations4			$	0.77					$	0.24					$	1.01					$	1.46					$	(0.08)					$	1.38					$	2.24					$	0.38					$	2.62
						Fourth Quarter 2020																		Year-to-Date 2020
						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3
			Net Sales			$	4,002.7					$	—					$	4,002.7					$	13,057.7					$	—					$	13,057.7
			Gross profit			1,404.3						9.2						1,413.5						4,405.4						61.7						4,467.1
			% of Net Sales			35.1		%										35.3		%				33.7		%										34.2		%
			Selling, general and administrative			747.5						(19.3)						728.2						2,628.5						(123.2)						2,505.3
			% of Net Sales			18.7		%										18.2		%				20.1		%										19.2		%
			Operating profit			656.8						28.5						685.3						1,776.9						184.9						1,961.8
			% of Net Sales			16.4		%										17.1		%				13.6		%										15.0		%
			Earnings from continuing operations before income taxes and equity interest			520.2						66.3						586.5						1,219.8						325.9						1,545.7
			Income taxes on continuing operations			68.2						13.6						81.8						43.0						192.5						235.5
			Share of net earnings (losses) of equity method investment			(5.0)						2.9						(2.1)						9.1						9.8						18.9
			Net earnings from continuing operations attributable to common shareowners - Diluted4			437.5						55.6						493.1						1,162.6						143.2						1,305.8
			Diluted earnings per share of common stock - Continuing operations4			$	2.68					$	0.34					$	3.02					$	7.16					$	0.88					$	8.04
1			The Company’s results represent continuing operations and exclude the commercial electronic security and healthcare businesses following the announced divestiture in December 2021. The results of these businesses were previously included in the Company's Security segment and have been recorded as discontinued operations.
2			Acquisition-related charges and other relate primarily to a cost reduction program, charges related to the extinguishment of debt, a net loss on the sales of businesses, inventory step-up charges, deal costs and margin resiliency initiatives, partially offset by a release of a contingent consideration liability relating to the CAM acquisition and a one-time tax benefit related to a supply chain reorganization.
3			The non-GAAP information, as reconciled to GAAP above, is considered relevant to aid analysis and understanding of the Company’s results, business trends and outlook measures aside from the material impact of acquisition-related and other charges and ensures appropriate comparability to operating results of prior periods.
4			Results reflect the restatement of historical financial statements to correct errors related to the accounting for Equity Units as disclosed in the Company's Form 8-K filed on January 26, 2022.

2

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STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP SEGMENT PROFIT FINANCIAL MEASURES FOR CONTINUING OPERATIONS TO CORRESPONDING

NON-GAAP FINANCIAL MEASURES, AS ADJUSTED

(Unaudited, Millions of Dollars)

									First Quarter 2021																		Second Quarter 2021																		Third Quarter 2021																		Year-To-Date 2021
									GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3
			NET SALES
			Tools & Storage						$	3,062.9					$	—					$	3,062.9					$	3,196.5					$	—					$	3,196.5					$	3,185.9					$	—					$	3,185.9					$	9,445.3					$	—					$	9,445.3
			Industrial						657.7						—						657.7						602.2						—						602.2						593.5						—						593.5						1,853.4						—						1,853.4
			Segment Net Sales						3,720.6						—						3,720.6						3,798.7						—						3,798.7						3,779.4						—						3,779.4						11,298.7						—						11,298.7
			Corporate Overhead & Other						82.9						—						82.9						81.3						—						81.3						86.0						—						86.0						250.2						—						250.2
			Total						$	3,803.5					$	—					$	3,803.5					$	3,880.0					$	—					$	3,880.0					$	3,865.4					$	—					$	3,865.4					$	11,548.9					$	—					$	11,548.9
			SEGMENT PROFIT
			Tools & Storage						$	644.7					$	4.2					$	648.9					$	627.0					$	9.2					$	636.2					$	478.5					$	14.2					$	492.7					$	1,750.2					$	27.6					$	1,777.8
			Industrial						99.8						3.6						103.4						60.5						3.0						63.5						42.6						3.2						45.8						202.9						9.8						212.7
			Segment Profit						744.5						7.8						752.3						687.5						12.2						699.7						521.1						17.4						538.5						1,953.1						37.4						1,990.5
			Corporate Overhead & Other						(62.1)						11.7						(50.4)						(79.6)						7.6						(72.0)						(63.3)						6.4						(56.9)						(205.0)						25.7						(179.3)
			Total						$	682.4					$	19.5					$	701.9					$	607.9					$	19.8					$	627.7					$	457.8					$	23.8					$	481.6					$	1,748.1					$	63.1					$	1,811.2
			Segment Profit as a Percentage of Net Sales
			Tools & Storage						21.0		%										21.2		%				19.6		%										19.9		%				15.0		%										15.5		%				18.5		%										18.8		%
			Industrial						15.2		%										15.7		%				10.0		%										10.5		%				7.2		%										7.7		%				10.9		%										11.5		%
			Total						20.0		%										20.2		%				18.1		%										18.4		%				13.8		%										14.2		%				17.3		%										17.6		%
1			The Company’s results represent continuing operations and exclude the commercial electronic security and healthcare businesses following the announced divestiture in December 2021. The results of these businesses were previously included in the Company's Security segment and have been recorded as discontinued operations. Corporate Overhead and Other includes the results of the Mechanical Access Solutions business for all periods presented.
2			Acquisition-related charges and other relate primarily to functional transformation initiatives and facility-related costs.
3			The non-GAAP information, as reconciled to GAAP above, is considered relevant to aid analysis and understanding of the Company’s results, business trends and outlook measures aside from the material impact of acquisition-related and other charges and ensures appropriate comparability to operating results of prior periods.

3

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STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP SEGMENT PROFIT FINANCIAL MEASURES FOR CONTINUING OPERATIONS TO CORRESPONDING

NON-GAAP FINANCIAL MEASURES, AS ADJUSTED

(Unaudited, Millions of Dollars)

						First Quarter 2020																		Second Quarter 2020																		Third Quarter 2020
						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3
			NET SALES
			Tools & Storage			$	2,070.8					$	—					$	2,070.8					$	2,197.2					$	—					$	2,197.2					$	2,804.1					$	—					$	2,804.1
			Industrial			590.7						—						590.7						517.5						—						517.5						586.6						—						586.6
			Segment Net Sales			2,661.5						—						2,661.5						2,714.7						—						2,714.7						3,390.7						—						3,390.7
			Corporate Overhead & Other			99.1						—						99.1						91.6						—						91.6						97.4						—						97.4
			Total			$	2,760.6					$	—					$	2,760.6					$	2,806.3					$	—					$	2,806.3					$	3,488.1					$	—					$	3,488.1
			SEGMENT PROFIT
			Tools & Storage			$	229.9					$	3.1					$	233.0					$	341.1					$	28.4					$	369.5					$	591.9					$	5.6					$	597.5
			Industrial			66.6						10.4						77.0						3.8						40.6						44.4						62.7						8.4						71.1
			Segment Profit			296.5						13.5						310.0						344.9						69.0						413.9						654.6						14.0						668.6
			Corporate Overhead & Other			(44.4)						12.3						(32.1)						(76.7)						27.8						(48.9)						(54.8)						19.8						(35.0)
			Total			$	252.1					$	25.8					$	277.9					$	268.2					$	96.8					$	365.0					$	599.8					$	33.8					$	633.6
			Segment Profit as a Percentage of Net Sales
			Tools & Storage			11.1		%										11.3		%				15.5		%										16.8		%				21.1		%										21.3		%
			Industrial			11.3		%										13.0		%				0.7		%										8.6		%				10.7		%										12.1		%
			Total			11.1		%										11.6		%				12.7		%										15.2		%				19.3		%										19.7		%
						Fourth Quarter 2020																		Year-To-Date 2020
						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3						GAAP1						Acquisition- Related Charges & Other2						Non-GAAP3
			NET SALES
			Tools & Storage			$	3,257.6					$	—					$	3,257.6					$	10,329.7					$	—					$	10,329.7
			Industrial			657.9						—						657.9						2,352.7						—						2,352.7
			Segment Net Sales			3,915.5						—						3,915.5						12,682.4						—						12,682.4
			Corporate Overhead & Other			87.2						—						87.2						375.3						—						375.3
			Total			$	4,002.7					$	—					$	4,002.7					$	13,057.7					$	—					$	13,057.7
			SEGMENT PROFIT
			Tools & Storage			$	657.4					$	9.3					$	666.7					$	1,820.3					$	46.4					$	1,866.7
			Industrial			87.5						7.7						95.2						220.6						67.1						287.7
			Segment Profit			744.9						17.0						761.9						2,040.9						113.5						2,154.4
			Corporate Overhead & Other			(88.1)						11.5						(76.6)						(264.0)						71.4						(192.6)
			Total			$	656.8					$	28.5					$	685.3					$	1,776.9					$	184.9					$	1,961.8
			Segment Profit as a Percentage of Net Sales
			Tools & Storage			20.2		%										20.5		%				17.6		%										18.1		%
			Industrial			13.3		%										14.5		%				9.4		%										12.2		%
			Total			19.0		%										19.5		%				16.1		%										17.0		%
1			The Company’s results represent continuing operations and exclude the commercial electronic security and healthcare businesses following the announced divestiture in December 2021. The results of these businesses were previously included in the Company's Security segment and have been recorded as discontinued operations. Corporate Overhead and Other includes the results of the commercial electronic security business in five countries in Europe and emerging markets through its disposition in the fourth quarter of 2020 and the Mechanical Access Solutions business for all periods presented.
2			Acquisition-related charges and other relate primarily to integration costs, a cost reduction program, inventory step-up charges and margin resiliency initiatives.
3			The non-GAAP information, as reconciled to GAAP above, is considered relevant to aid analysis and understanding of the Company’s results, business trends and outlook measures aside from the material impact of acquisition-related and other charges and ensures appropriate comparability to operating results of prior periods.

4