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Stanley 2009 10-K

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Stanley 2009 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 2, 2010 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE 1-5224 THE STANLEY WORKS (Exact Name Of Registrant As Specified In Its Charter) Connecticut 06-0548860 (State Or Other Jurisdiction Of (I.R.S. Employer Incorporation Or Organization) Identification Number) 1000 Stanley Drive New Britain, Connecticut 06053 (Address Of Principal Executive Offices) (Zip Code) 860-225-5111 (Registrant’s Telephone Number) Securities Registered Pursuant To Section 12(b) Of The Act: Name Of Each Exchange Title Of Each Class On Which Registered Common Stock-$2.50 New York Stock Exchange Par Value per Share Securities Registered Pursuant To Section 12(g) Of The Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Ye s XNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Ye s No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Ye s XNo Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Ye s XNo Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Ye s No X Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer X Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Ye s No X As of July 2, 2009, the aggregate market values of voting common equity held by non-affiliates of the registrant was $2,570,162,646 based on the New York Stock Exchange closing price for such shares on that date. On February 16, 2010, the registrant had 80,619,167 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year are incorporated by reference in Part III of the Annual Report on Form 10-K. TABLE OF CONTENTS PART I ITEM 1. BUSINESS ............................................................ 1 ITEM 1A. RISK FACTORS ........................................................ 4 ITEM 1B. UNRESOLVED STAFF COMMENTS ........................................ 12 ITEM 2. PROPERTIES .......................................................... 12 ITEM 3. LEGAL PROCEEDINGS .................................................. 13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............... 13 PART II ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . ................ 14 ITEM 6. SELECTED FINANCIAL DATA ............................................ 14 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................... 16 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...... 39 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ...................... 39 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ........................................... 39 ITEM 9A. CONTROLS AND PROCEDURES........................................... 39 ITEM 9B. OTHER INFORMATION .................................................. 40 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ................ 40 ITEM 11. EXECUTIVE COMPENSATION ............................................ 41 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.................................. 41 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ....................................................... 42 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES ............................. 42 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES ............................ 42 SIGNATURES . .................................................................. 43 EX-10.VIII EX-12 EX-21 EX-23 EX-24 EX-31.I.A EX-31.I.B EX-32.I EX-32.II FORM 10-K PART I ITEM 1. BUSINESS 1(a) GENERAL DEVELOPMENT OF BUSINESS (i) General. The Stanley Works (“Stanley” or the “Company”) was founded in 1843 by Frederick T. Stanley and incorporated in 1852. Stanley is a diversified worldwide supplier of tools and engineered solutions for professional, industrial and construction and do-it-yourself use, as well as engineered security solutions for industrial and commercial applications. Stanley» is a brand recognized around the world for quality and value. Net sales from continuing operations have increased from $2.2 billion in 2002 to a record $4.4 billion in 2008, declining to $3.7 billion in 2009 associated with the economic recession. The increase reflects execution of the Company’s profitable growth and diversification strategy. The growth in net sales from continuing operations predominantly relates to acquisitions, particularly in the Industrial and Security segments. The Company sold the CST/berger business in 2008, and the entry door and home décor businesses in 2004, along with several other small divestitures over the past few years. Results have been recast for these discontinued operations. Refer to Note E, Acquisitions, and Note T, Discontinued Operations, of the Notes to the Consolidated Financial Statements in Item 8 for a discussion of acquisitions and divestitures over the past three years. At January 2, 2010, Stanley employed approximately 16,700 people worldwide. The Company’s principal executive office is located at 1000 Stanley Drive, New Britain, Connecticut 06053 and its telephone number is (860) 225-5111. On November 2, 2009, the Company entered into an Agreement and Plan of Merger with The Black & Decker Corporation (“Black & Decker”), a global manufacturer and marketer of quality power tools and accessories, hardware and home improvement products, and technology-based fastening systems. Under the terms of the transaction, which has been approved by the Boards of Directors of both companies, Black & Decker shareholders will receive a fixed ratio of 1.275 shares of the Company’s common stock for each share of Black & Decker common stock they own. Based on the $52.47 closing price of the Company’s common stock on January 27, 2010, the consideration to be received by Black & Decker shareholders represents $66.90 per Black & Decker share, or approximately $4.2 billion in aggregate value. Upon closing, it is expected that the Company’s shareholders will own approximately 50.5% of the equity of the combined company and Black & Decker shareholders will own approximately 49.5%. While the U.S. anti-trust review is complete, the closing of the transaction is subject to other customary closing conditions, including foreign regulatory approvals and the approval of Stanley and Black & Decker shareholders who will vote on the merger proposal in special meetings to be held on March 12, 2010. Closing of the transaction is expected to occur on March 12, 2010. (ii) Restructuring Activities. Information regarding the Company’s restructuring activities is incorporated herein by reference to the material captioned “Restructuring Activities” in Item 7 and Note O, Restructuring and Asset Impairments, of the Notes to the Consolidated Financial Statements in Item 8. 1(b) FINANCIAL INFORMATION ABOUT SEGMENTS Financial information regarding the Company’s business segments is incorporated herein by reference to the material captioned “Business Segment Results” in Item 7 and Note P, Business Segments and Geographic Areas, of the Notes to the Consolidated Financial Statements in Item 8. 1(c) NARRATIVE DESCRIPTION OF BUSINESS The Company’s operations are classified into three business segments: Security, Industrial, and Construction & Do-It-Yourself. All segments have significant international operations in developed countries, but do not have large investments that would be subject to expropriation risk in developing countries. Fluctuations in foreign currency exchange rates affect the U.S. dollar translation of international
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