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Stanley Black & Decker Completes Sale of Hardware & Home Improvement Group (HHI) to Spectrum Brands Holdings

NEW BRITAIN, Conn.--(BUSINESS WIRE)--Dec. 17, 2012-- Stanley Black & Decker (NYSE: SWK), an S&P 500 global diversified industrial company, announced today that it has completed the previously announced sale of its Hardware & Home Improvement Group (“HHI”) to Spectrum Brands Holdings, Inc. (NYSE: SPB) (“Spectrum Brands”) for $1.4 billion in cash.

As previously disclosed, this tax-efficient transaction is expected to generate after-tax cash proceeds of $1.3 billion. Over fifty percent of the proceeds will be used to repurchase shares and a smaller portion will go towards modest debt reduction. The company will reinvest the remaining proceeds, together with existing offshore capital, to fund the previously announced Infastech acquisition, which is expected to close in the next 45 days. Also as previously communicated, the company expects modest earnings per share (“EPS”) dilution of $0.10 - $0.20 in 2013 which represents the net result of the sale of HHI partially offset by the favorable impact of the share repurchases and accretion from Infastech. Stanley Black & Decker plans to disclose exact details of the estimated financial effects of these transactions on 2013 results when it announces its fourth quarter and full-year 2012 results and provides 2013 guidance in late January.

The company’s 2012 full-year financial results will be adjusted to exclude the results of HHI, representing approximately $0.65 of EPS. Other than the exclusion of HHI, the company’s previously provided 2012 guidance for continuing operations (excluding Merger & Acquisition (“M&A”) charges) remains unchanged and hence is $4.60, implying a fourth quarter 2012 EPS of $1.28. The company is also reiterating 2012 free cash flow guidance of $1.2 billion, excluding M&A charges.

The company plans to furnish an 8-K filing in early January to provide recasted results on a quarterly basis for 2011 and the first, second and third quarters of 2012 to exclude the results of HHI.

Spectrum Brands’ acquisition of HHI also includes certain assets of Tong Lung Metal Industry Co. Ltd. (“Tong Lung”), a Taiwanese manufacturer of residential and commercial locksets with facilities in Taiwan and the Philippines. Of the $1.4 billion cash purchase price, $100 million is being held in escrow pending the subsequent closing of the Tong Lung portion of the HHI acquisition, which is expected to occur in the first quarter of 2013.

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

Free cash flow is defined as cash flow from operations less capital and software expenditures. Management considers free cash flow an important measure of its liquidity, as well as its ability to fund future growth and to provide a return to the shareowners. Free cash flow does not include deductions for mandatory debt service, other borrowing activity, discretionary dividends on the Company’s common stock and business acquisitions, among other items. Cash flow and free cash flow are considered meaningful pro forma metrics to aid the understanding of the company's cash flow performance aside from the material impact of merger and acquisition-related activities.

Cautionary Note Regarding Forward-Looking Statements

Stanley Black & Decker makes forward-looking statements in this press release which represent its expectations or beliefs about future events and financial performance. Forward-looking statements are identifiable by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward looking statements made in this press release, include, but are not limited to, statements concerning: the expected timetable for consummation of the Infastech transaction; anticipated after tax proceeds; the effect on earnings per share and the effect on the Company’s 2012 guidance and projected free cash flow.

You are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future events and involve risks, uncertainties and other known and unknown factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by such forward-looking statements, including, but not limited to, the failure to consummate, or a delay in the consummation of, the transaction and the uncertainty of obtaining regulatory approvals.

Additional risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied in the forward looking statements include, without limitation, those set forth under Item 1A Risk Factors of Stanley Black & Decker’s Annual Report on Form 10-K and any material changes thereto set forth in any subsequent Quarterly Reports on Form 10-Q, or those contained in Stanley Black & Decker’s other filings with the Securities and Exchange Commission. Stanley Black & Decker makes no commitment to revise or update any forward-looking statements to reflect events or circumstances occurring or existing after the date of any forward-looking statement.

Source: Stanley Black & Decker

Stanley Black & Decker
Kate White Vanek, 860-827-3833
Vice President, Investor Relations
kate.vanek@sbdinc.com
or
Stanley Black & Decker
Tim Perra, 860-826-3260
Director, Global Communications
tim.perra@sbdinc.com

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SWK (Common Stock)
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Dennis Lange
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