Acquisitions

2012 ACQUISITIONS

During the first half of 2012, the Company completed four acquisitions for a total purchase price of $577.4 million, net of cash acquired. The largest of these acquisitions were AeroScout Inc. (“AeroScout”), which was purchased for $238.8 million, and Powers Fasteners, Inc (“Powers”), which was purchased for $224.4 million. AeroScout develops, manufactures, and sells real time locating systems ("RTLS") primarily to healthcare and other industrial customers. Powers distributes fastening products such as mechanical anchors, adhesive anchoring systems, and powered forced-entry systems, mainly for commercial construction end customers. AeroScout and Powers were purchased in the second quarter and will become part of the Security and CDIY segments, respectively. The combined assets acquired for these acquisitions, including $209 million of intangible assets and $7 million of cash acquired, are approximately $326 million, and the combined liabilities are approximately $117 million. The related goodwill associated with these two acquisitions is approximately $260 million.

Two smaller acquisitions were completed during the first quarter of 2012, which are both part of the Company's Industrial segment. The largest of these acquisitions was Lista North America (“Lista”), which was purchased for $90.3 million, net of cash acquired. Lista's storage and workbench solutions complement the Industrial & Automotive Repair division's tool, storage, RFID, and specialty supply product and service offerings. The total amount paid for the other 2012 acquisition was $23.9 million.

The total purchase price for the acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The purchase accounting for these recent acquisitions is preliminary, principally with respect to finalization of intangible asset valuation and certain other minor items.

2011 ACQUISITIONS

NISCAYAH

On September 9, 2011 the Company established a controlling ownership interest of 95% in Niscayah. This was accomplished as part of an existing tender offer to purchase all Niscayah outstanding shares at a price of 18 SEK per share, whereby the Company increased its ownership interest from 5.8% of the outstanding shares of Niscayah at July 2, 2011 to 95% of the outstanding shares at September 9, 2011. Over the remainder of 2011, the Company purchased additional outstanding shares of Niscayah, bringing the Company’s total ownership interest in Niscayah to 99% at December 31, 2011. During the second quarter of 2012, the Company purchased the remaining outstanding shares of Niscayah for $11.3 million, or 18SEK per share. The total purchase price paid for Niscayah was $995.8 million.

The Niscayah acquisition has been accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The following table summarizes the estimated fair values of major assets acquired and liabilities assumed:




(Millions of Dollars)
Cash and cash equivalents	$	21.1
Accounts and notes receivable, net	181.0
Inventories, net	55.3
Prepaid expenses and other current assets	45.3
Property, plant and equipment	46.3
Trade names	6.0
Customer relationships	350.0
Other assets	43.1
Short-term borrowings	(202.9		)
Accounts payable	(55.8		)
Deferred taxes	(147.7		)
Other liabilities	(212.1		)

Total identifiable net assets	129.6
Goodwill	866.2

Total consideration transferred	$	995.8

Niscayah is one of the largest access control and surveillance solutions providers in Europe. Niscayah’s integrated security solutions include video surveillance, access control, intrusion alarms and fire alarm systems, and its offerings include design and installation services, maintenance and repair, and monitoring systems. The acquisition expands and complements the Company’s existing security product offerings and further diversifies the Company’s operations and international presence.

The weighted average useful life assigned to the trade names was 4 years and to customer relationships was 16 years.

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected cost synergies of the combined business, assembled workforce, and the going concern nature of Niscayah.

The purchase price allocation for Niscayah is preliminary in certain respects. During the measurement period the Company expects to record adjustments relating to the property, plant and equipment valuations, various opening balance sheet contingencies and for various income tax matters, amongst others. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company’s judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results from operations. The Company will finalize the Niscayah purchase accounting in the third quarter of 2012 during the measurement period. The finalization of the Company’s purchase accounting assessment will result in changes in the valuation of assets and liabilities acquired which the Company does not expect to be material.

OTHER 2011 ACQUISITIONS

During 2011, the Company completed nine other acquisitions for a total purchase price of $216.2 million, net of cash acquired. The purchase price allocations for these acquisitions are substantially complete, pending the finalization of intangible asset valuations. There were no significant changes to the purchase price allocations made during the first six months of 2012.

ACTUAL AND PRO-FORMA IMPACT FROM ACQUISITIONS

Actual Impact from Acquisitions

The following tables presents information for AeroScout, Powers, Lista and other 2012 acquisitions that are included in the Company’s Consolidated Statements of Operations and Comprehensive Income:



	Second Quarter	Year-to-Date
(Millions of Dollars)	2012	2012
Net Sales	$35.4	$54.6
Net (Loss) Income	(0.2)	1.9

Pro-forma Impact from Acquisitions

The following table presents supplemental pro-forma information as if the Niscayah, AeroScout, Powers and other 2012 and 2011 acquisitions had occurred on January 2, 2011. This pro-forma information includes acquisition-related charges for the period. The pro-forma consolidated results are not necessarily indicative of what the Company’s consolidated net earnings would have been had the Company completed these acquisitions on January 2, 2011.



	Second Quarter				Year-to-Date
(Millions of Dollars, except per share amounts)	2012		2011		2012		2011
Net sales	$	2,845.5	$	2,923.1	$	5,539.4	$	5,588.9
Net earnings attributable to common shareowners	153.1		198.4		272.4		357.0
Diluted earnings per share-continuing operations	0.92		1.15		1.64		2.07

The 2012 pro-forma results were calculated by combining the results of Stanley Black & Decker with AeroScout's and Powers' stand-alone results for their respective pre-acquisition periods. The following adjustments were made to account for certain costs which would have been incurred during this pre-acquisition period:


•	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 January 1, 2012 to the acquisition dates.


•	The modifications above were adjusted for the applicable tax impact.

The 2011 pro-forma results were calculated by combining the results of Stanley Black & Decker with AeroScout's, Powers', Lista's and Niscayah’s stand-alone results from January 2, 2011 through July 2, 2011. The pre-acquisition results of the other 2011 acquisitions were also combined for their respective pre-acquisition periods. The following adjustments were made to account for certain costs which would have been incurred during this pre-acquisition period:


•	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 January 2, 2011 to July 2, 2011.


•	Additional expense for the inventory step-up which would have been amortized as the corresponding inventory was sold.


•	Reduced revenue for fair value adjustments made to deferred revenue for AeroScout and Niscayah.


•	The modifications above were adjusted for the applicable tax impact.