C. Earnings (Loss) Per Share

The following table reconciles the weighted-average shares outstanding used to calculate basic and diluted earnings (loss) per share for the three and six months ended July 2, 2011 and July 3, 2010:


	Second Quarter				Year to Date
	2011		2010		2011		2010
Numerator (in millions):
Net Earnings (Loss) Attributable to Stanley Black & Decker, Inc.	$	197.3	$	45.8	$	356.0	$	(62.8)
Less Earnings (Loss) Attributable to participating RSUs		0.4		0.2		0.8		(0.1)

Net Earnings (Loss)— basic	$	196.9	$	45.6	$	355.2	$	(62.7)

Net Earnings (Loss) — dilutive	$	197.3	$	45.8	$	356.0	$	(62.8)

Denominator (in thousands):
Basic earnings per share — weighted-average shares		168,119		162,847		167,679		129,163
Dilutive effect of stock options and awards		4,956		3,237		4,750		—

Diluted earnings per share — weighted-average shares		173,075		166,084		172,429		129,163

Earnings (Loss) per share of common stock:
Basic	$	1.17	$	0.28	$	2.12	$	(0.49)

Diluted	$	1.14	$	0.28	$	2.06	$	(0.49)

In connection with the Merger, the Company issued 78.5 million shares, 5.8 million options and 0.4 million restricted stock awards and restricted stock units to former Black & Decker shareowners and employees. These outstanding shares and equity awards were included in the calculation of weighted-average shares outstanding from the period from the merger date.

The following weighted-average stock options, restricted shares and awards, other equity awards, and warrants were outstanding during the three and six months ended July 2, 2011 and July 3, 2010, respectively, but were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive (in thousands):

		4,939		4,939		4,939		4,939
	Second Quarter				Year to Date
	2011		2010		2011		2010
Number of stock options		1,146		3,473		1,518		3,804(a)
Number of restricted shares and awards		—		—		—		671(a)
Number of other equity awards		—		—		—		136(a)
Number of stock warrants		4,939		4,939		4,939		4,939
Number of shares related to the May 2010 equity purchase contracts		—		3,887		—		4,750

(a)

Of these excluded shares, 1.6 million stock options, 0.7 million restricted shares and awards, and 0.1 million of other equity awards were anti-dilutive because of the Company’s net loss for the year to date period ended July 3, 2010.

The Company has warrants outstanding which entitle the holder to purchase up to 4,938,624 shares of its common stock with a strike price of approximately $86.25. These warrants are anti-dilutive since the strike price is greater than the market price of the Company’s common stock.

As of July 2, 2011, the November 2010 issued Convertible Preferred Units and March 2007 issued Convertible Notes both had a minor impact on diluted shares outstanding. As of July 3, 2010, there were no shares related to the Convertible Notes included in the calculation of diluted earnings per share because the effect of these conversion options was not dilutive. The Convertible Notes and Convertible Preferred Units are more fully discussed in Note H, Long-Term Debt and Financing Arrangements of the Company’s Form 10-K for the year ended January 1, 2011.

As more fully disclosed in Note H, Long-Term Debt and Financing Arrangements of the Company’s 2010 Annual Report on Form 10-K for the fiscal year ended January 1, 2011, on May 17, 2010, the Company issued 5.2 million shares in conjunction with the Equity Purchase Contracts, whose holders were required to purchase common stock for $320.0 million cash. The Equity Purchase Contracts were not dilutive at any time prior to their maturity in May 2010 because the holders were required to pay the Company the higher of approximately $54.17 or then market price.