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Stanley Black & Decker, Inc. (SWK)

Q4 2010 Earnings Call· Thu, Jan 27, 2011

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Transcript

Operator

Operator

Good morning. My name is Tracy, and I will be your conference operator today. At this time, I would like to welcome everyone to the Stanley Black & Decker Fourth Quarter Full Year 2010 Results Conference Call. [Operator Instructions] Thank you. I'd now like to introduce and turn the call over to Ms. Kate Vanek, Director of Investor Relations. You may begin your conference.

Kate Vanek

Analyst

Thanks, Tracy. Good morning, everybody, and thank you all for joining us for the Stanley Black & Decker Fourth Quarter and Full Year 2010 Conference Call. On the call, in addition to myself, is John Lundgren, President and CEO; Jim Loree, Executive Vice President and COO; and Don Allan, Senior Vice President and CFO. I would like to point out that our fourth quarter earnings release, which was issued this morning, and a supplemental presentation, which we will refer to during the call, are available on the Investor Relations portion of our website, stanleyblackanddecker.com. This morning, John, Jim and Don will review Stanley's fourth quarter and full-year 2010 results and various other topical matters followed by a Q&A session. The entire call should last approximately an hour. The replay will begin at 2:00 p.m. today. The number and access code are in our press release. As a reminder, you can download the earnings replay as a podcast from iTunes and set up subscription for future replays going forward. And as always, please feel free to contact me with any follow-up questions after today's call. The necessary comments here, we will be making some forward-looking statements during this call. Such statements are based on assumptions of future events that may not prove to be accurate and as such, they involve risks and uncertainties. It is therefore possible that actual results may differ materially from any forward-looking statements that we might make today. And we direct you to the cautionary statements in the 8-K that we filed with today's press release and in our most recent '34 Act. With that, I will now turn the call over to our CEO, John Lundgren.

John Lundgren

Analyst

Thanks, Kate, and thanks for everybody who's joined us this morning on another beautiful but very snowy morning for those of you who are calling in from the Northeast. Just to highlight fourth quarter and full year, the first slide, all of which was in our press release, but I think important and worth repeating. Fourth quarter pro forma revenues, up 10% to $2.4 billion, 5% organic, with a modest adjustment in that number, which we think makes the most relevant comparison to adjust for the Black & Decker fiscal calendar moving in sync to the Stanley Works fiscal calendar. Fourth quarter diluted EPS of $1.05. On a GAAP basis, that's $0.81. The $1.05, of course, excluded the one-time charges primarily related to the merger, which was an impact of $0.24 or $39 million. Full year pro forma revenue increased 11%, and we are quite encouraged with organic growth of 7%. And full year diluted EPS, again excluding the merger-related charges, of $3.88, and on a GAAP basis, including all those charges, of $1.32. So relative to our annual guidance and our implied fourth quarter guidance, volume was essentially flat. We achieved $10 million more in synergies in the fourth quarter, which accounted for about half of the overachievement, and the other half of the overachievement was split between tax and lower restructuring costs. A few notes out early this morning attributed all of the overachievement to tax and that simply is not correct. Don will give you some more granularity on that. So about half of the overachievement due to synergies and half due to a combination of restructuring charges and taxes. We were really encouraged with cash flow, $935 million. Jim's going to give you some granularity on that later in the presentation. And I think of tremendous…

James Loree

Analyst

Thanks, John. CDIY had a solid quarter in the face of continued sluggish market conditions, but stable market conditions in North America and Europe. The story here was successful integration, as John mentioned, and maintaining focus on the core business. Total revenues were up 274% to $1.273 billion. As John mentioned, organic growth was 4% in Hand Tools and Fastening and 4% in the legacy Black & Decker businesses. The Hand Tools growth was driven by a successful Bostitch Hand Tools launch last year as well as strength in Latin America. And the Power Tools story has a lot to do with the very successful 12-volt compact Lithium Ion launch that occurred late in the third quarter of last year across the three brands, DEWALT, Black & Decker and Porter-Cable, as well as strength in Latin America, which John did highlight. And all of this more than offset market weakness in the developed countries. Moving to the segment profit rate, it was down 60 basis points year-over-year, with fourth quarter '09 shown at 11.9%. That's legacy Stanley only. And that will be the format for all three segments that I talk about. But I will mention the pro forma profitability in 4Q '09 was 11.8%. So very similar there. The story in terms of the rate contraction was that there was some negative price, about a point of negative price, and there was some inflation. So the price inflation arbitrage was a bit of an issue for these folks in the quarter, and then there was a slight effect from the mix of Power Tools as well. I'd like to highlight for a minute the growth in Latin America. Legacy Black & Decker in Latin America, where they have that infrastructure already in place and had it, was up 28%.…

Donald Allan

Analyst

Thank you, Jim. On Page 13, I'd like to walk through our free cash flow performance, which does exclude special charges. As John mentioned earlier, $935 million of free cash flow for the year, $451 million in the fourth quarter. And you can see that the impact of working capital that Jim was just describing, in the fourth quarter, positive inflow of $318 million, and for the year, $135 million. So clearly, we're beginning to see the benefits of this merger on cash flow. It's really beginning to demonstrate the power of the merger and our ability to generate significant cash flow in 2011 and beyond. Moving to the next page, I'd like to talk briefly about long-term capital allocation strategy. Many of you are aware of our strategy that's been in place since 2004. And it has four primary objectives, the first of which is to target a strong investment grade credit rating. And we've done that over the years, and we'll continue to do that. Our current adjusted debt-to-cap ratio is slightly under 30%, right where we anticipated it to be at this stage of the merger. The investment of our free cash flow, we'd like to take 2/3 of that and put it into acquisitions over the long-term, and 1/3 of it goes back to shareholders, either through dividends or occasional share repurchases when the opportunity arises. And of course, we are committed to continued dividend growth over this timeframe as well. But I will remind everybody that these allocations of 1/3 and 2/3 are not rigid annual formulas. There are things that we look for as a long-term objective. And actually since 2004, Stanley has returned almost 48% of its free cash flow to shareholders, either through dividends and occasional share repurchases. So we're actually slightly…

Operator

Operator

[Operator Instructions] And your first question comes from the line of Dan Oppenheim from Crédit Suisse. Daniel Oppenheim - Crédit Suisse AG: I was hoping you could just talk a little bit more in terms of the expectations for the margin erosion based on price and inflation. Is that based on the historical relationships capturing 80% of commodity costs and such? Is there something else driving that? And has the view changed at all based on the acceptance of the Black & Decker products that are coming out now or that success?

James Loree

Analyst

And clearly, our current estimate, we definitely have some price recovery against that inflation, but it's at lower levels than what we've historically seen at legacy Stanley. As you know, legacy Stanley has had a track record of recovering about 80% to 85% of inflation over various inflationary time periods. In this particular case, we think we're looking at about 1/3 to 50% recovery of inflation at this stage. We have different dynamics now in our new combined company. Clearly, there's a whole set of individuals that need to learn the different rhythms, the center of excellence that we have around pricing and the processes and how we go about doing that. Second, the competitive dynamics are much different on the Black & Decker side of our company than the Stanley Hand Tools side. There's three or four significant competitors that we need to factor in as we make pricing decisions around inflation. So we need to be aware of that as part of the decision-making process. And also, when you look at the business as well, it is clearly a significant part of our company, Black & Decker, and has various commodity components to it, just like Stanley Hand Tools does. So it's going to have more of an impact from things such as if the RMB gets reval-ed as well. That's a risk in that number. And so there's various different things that we need to consider as part of this. But over the long term, we anticipate that we will drive a lot of these rigors and rhythms into the company across the entire globe and across the entire businesses. But there's a transition that needs to take place. And you also have to combine it with the last factor that I didn't even touch on, is that we are catching up a little bit on the technology side with some of our products, in Black & Decker and DEWALT in particular. And when you have that bit of a disadvantage on a few of your products to your competition, it makes pricing even more difficult. So all those factors need to be considered, and why we will have some pressure in 2011 related to that inflation price arbitrage. Daniel Oppenheim - Crédit Suisse AG: The second question, I was just wondering, you talked about looking at the dividend. Wondering just what your thoughts in terms of share repurchase would be at the times that you look at the free cash flow coming in for the year?

James Loree

Analyst

When we will do what? Daniel Oppenheim - Crédit Suisse AG: You talked about the dividends in terms of looking at that. But given the free cash flow coming in, what's the thought on share repurchase?

Donald Allan

Analyst

Share repurchase for us is always opportunistic. We look at the stock price, we look at our free cash flow performance. We also have to consider the pipeline of acquisitions and kind of counter the balance between the two of making that decision. Right now, our priority is to focus on the timing and the magnitude of our dividend increase. And as the year progresses and those different factors evolve, we obviously will continue to evaluate share repurchases.

Operator

Operator

Your next question comes from the line of Sam Darkatsh, Raymond James. Sam Darkatsh - Raymond James & Associates: First off, in the incremental synergy savings, it looks like a big chunk of it's coming from manufacturing and distribution. I guess about $45 million incrementally versus your prior views, which is a big deal. I mean that's 5% of annual earnings or so. And it's notable given that you really don't have a whole lot of product overlap with the two primary businesses. So could you give a little bit of color as to why such a large incremental savings is now expected in that particular subset?

John Lundgren

Analyst

As I alluded to, Sam, and Jim may want to provide a little more color, it's more in distribution than manufacturing for exactly the reason you've cited. These are hand tools and power tools are different processes. That being said, as we've understood the legacy Black & Decker footprint a little better, and we've touched on, there is an opportunity to produce Stanley Hand Tools in legacy Black & Decker facilities in certain geographical markets. Not much of that goes the other way. But what's of tremendous value is the opportunity to combine more distribution centers, we think in a low risk way, run them in parallel until we need to. I mean specifically, we're serving the same end-users and the same customers in the same channels in the same geographies. And as we learn about third-party warehouses and things that are outsourced that we have the opportunity to insource, there's a tremendous amount on the distribution front. So it's skewed in that direction. As it relates to specific facility closures that we weren't sure we could -- we thought we could look at but did not include in our original estimates, I will just apologize and revert to what I said earlier. Depending on the geography, until we've talked to employees and/or works councils about those plans, we can't talk about them externally. But I think you know our track record well. We have a high degree of confidence that there are a couple plants that we've added to the list of potential consolidation that weren't there this time last year. So overwhelmingly on the distribution side, a little bit avoiding constructing hand tool plants, and then the opportunity to consolidate a couple facilities in different geographies. Sam Darkatsh - Raymond James & Associates: And the only follow up I have, Don, I noticed you didn't mention the RMB at all, but that FX is likely to be flat or expected to be flat. Is any anticipations of a revalue there going to be inherent within your inflation expectations or how should we look at that relationship?

Donald Allan

Analyst

Yes, we have estimated within our inflation estimate a potential RMB adjustment of anywhere between 3% and 5%.

John Lundgren

Analyst

And Sam, I'll just add, as I'm sure you and others understand, while that places some pressure to the extent that the RMB becomes stronger, many of our customers are going to see materials and pricing pressure from private label suppliers where 100% of the product is coming direct from China. It doesn't change our view. And Don's, I thought, very, very accurate and helpful explanation on the 100 basis points of arbitrage that we think will be behind at least for a year. That being said, the more our large customers are seeing meaningful inflation that's RMB driven, obviously, it makes it easier for us to have a price conversation. And that's going to help mitigate a lot of the pure impact of raw materials inflation.

Operator

Operator

Your next question comes from the line of Michael Rehaut, JPMorgan.

William Wong

Analyst

This is actually Will Wong on for Mike. Just a quick question on the CDIY margins. You guys mentioned that, in 2010, you had a lack of normal promotion spend. Can you sort of talk about what you're seeing for the first half of '11 in terms of what you think a normal promotion spend would be?

Donald Allan

Analyst

What I was referring to is that in our guidance, I wanted people to recognize that in the first half of 2010, there was very little promotional spend in the Black & Decker part of our company. Because there was a lot of uncertainty around the timing of the closing and the merger, there were decisions being made about individuals, et cetera. So the promotional spend was not at the level that you would typically see. In 2011, we expect that to return to normal levels. As far as an actual estimate, it's not something that I have in my fingertips, but it's not minor by any stretch of the imagination. I'm sure Kate Vanek could follow up with a little more detail on that afterwards.

William Wong

Analyst

You guys broke out some of the revenue synergies by 2013, and you have channel cross-selling and brand expansion as basing up 60% of that revenue synergy. Can you just go into a little bit more detail, if you guys have that, in terms of like brand expansion? Where do you see that happening, as well as the cross-selling? Is there any cannibalization that you see?

James Loree

Analyst

I'll talk about it generally, but specifically, if you've followed us, and I know Mike has and you have, too, until we presented it to a customer and you can find it at a customer level, we are not going to talk about it externally on an earnings call. But brand expansion is an example of things that are in the -- things that are in the marketplace that have already taken place is a DEWALT hand tool introduction in certain channels. That would have never happened before these two companies came together. That's one that's in the marketplace that people have seen, and that's just a really good example of something. Cross-selling, again I can talk about what's happened historically. Cross-selling is something as simple as legacy Black & Decker is extremely well established in the step bit channel with its powerful, powerful DEWALT business. Legacy Stanley Hand Tools, despite being number one or two in almost every category, is underdeveloped in the step bit channel. So as the historically the DEWALT salesperson is selling DEWALT power tools in the step bit channel, there's the opportunity to sell more Stanley Hand Tools at the same time. So those are one example that we've already put forward of brand expansion and cross-selling that essentially is in the marketplace. Anything new, with apologies, we have a policy that says we're not going to talk about those externally until we've talked about them to our customers. And that's served us well in the past, and we're going to stick with that.

William Wong

Analyst

In terms of interest expense and other net expense, as well as corporate expense, do you guys have any more color on that in terms of how we should be thinking about that?

Kate Vanek

Analyst

I'll follow up...

Operator

Operator

Your next question comes from the line of Dennis McGill from Zelman Associates. Dennis McGill - Zelman & Associates: I was just hoping to push you guys a little bit more on the free cash/usage of that. You'll probably be somewhere in the $2.5 billion range on the books at the end of this year. And even if you doubled the dividend, you'd still be over $2 billion. And it sounds like you're rightfully very focused on the BDK acquisition, so nothing large on the acquisition front. And there's more free cash flow behind that as we move forward. So I'm just trying to better understand the share repurchase comment, because it sounded like that was more of a small impact this year, if any, and trying to figure out how you guys think about the good problem of too much cash.

James Loree

Analyst

A good problem is a great problem for anyone to have, and it's a high-class problem. But one of the things that we're a little -- I think it's a huge opportunity for us, is to get our yield back up to a point where we think that it's attractive to a certain type of investor that has historically been very interested in owning our stock. And right now, we're hovering around a 2% yield, and we're about 50 basis points or so below where we would normally be. And part of that has been the stock price appreciation, which has been driven by the earnings and the cash generation. So that makes perfect sense. And that's why re-evaluating the dividend is our number one cash deployment issue right now or opportunity. And then secondly, as Don mentioned, when it comes to repurchases, we generally look at them opportunistically. The first thing to understand is, of the cash on the balance sheet, virtually 100% of that is overseas and cannot be accessed for things like repurchases and dividends unless we repatriate it, which we're not likely to do anytime soon because of the current tax policy. Now if the tax policy were to change, your hypothesis would be a lot more -- in terms of the magnitude, would be a lot more appropriate or relevant in this particular case. So we don't have this mountain of cash that we can just simply return to the shareholders. What we will do with the international cash is continue to look -- it's very fortunate that where we'd like to grow is internationally in Security and in some of the other platforms. So we are actively looking for international acquisitions, like many multinational companies. And then when we consider share repurchase versus deploying…

James Loree

Analyst

Are you talking about the fourth quarter performance or a prospective... Dennis McGill - Zelman & Associates: Just the fourth quarter.

James Loree

Analyst

It was quite simple. I mean the -- inflation spiked up in the quarter. Price was negative. So we had an unfavorable arbitrage. That was, by and large, the primary driver. Then there was some -- obviously the synergies were a big offset to that. There was also, on a year-over-year basis, there was more promotional spending than there was in the fourth quarter of '09. But those are basically the moving parts. Dennis McGill - Zelman & Associates: So the promotional spend was lower than normal but still up from '09?

John Lundgren

Analyst

No, promotion spend in '10 was quite normal. Don's point was...

James Loree

Analyst

First half of 2010 was where it...

John Lundgren

Analyst

Don's point was in '09 and early '10, as we were putting two organizations together and sorting through the various SBUs and which particular brands and businesses would receive the majority of our brand support, we had about a nine-month period where it was below normal. But that would not have applied to the fourth quarter of 2010.

Operator

Operator

Your next question comes from the line of Eric Bosshard from Cleveland Research Company.

Eric Bosshard - Cleveland Research

Analyst

First, the guidance when you made the deal was to make I think $5 in 2012, and you're now effectively saying you're going to make $5 in 2011. I'm just interested in perspective on what's changed to get you to that earnings number a year earlier?

John Lundgren

Analyst

Yes. What we said is by year three, we would have $5 of EPS. Now we're saying $4.75 to $5 in 2011. But clearly the top line performance has been quite significant in 2010. We're projecting 5% to 6% organic growth in 2011 and that revenue synergies on top of that of a half a point. And originally, the projections were for top line to be about 2%. We were in a different market at the time, different set of circumstances. The economy was very slowly recovering. And now we're seeing a more robust top line performance than we originally anticipated. So that's the first factor. The second factor is we obviously looked at $350 million of cost synergies happening in three years. Now we're saying $425 million is going to happen in 2 3/4 quarter years or by the end of 2012. And frankly, it looks like by the end of 2011, we will be very close to $350 million, achieving that on a run rate basis. So it's the acceleration of the cost synergies, higher cost synergies and it's a more robust revenue performance and outlook. Those are the two major factors.

Eric Bosshard - Cleveland Research

Analyst

Secondly, within the CDIY business, and I understand that a little bit better, why the 4Q margin looked like it did, and you've framed out how the first half CDIY margin may not look as good as the full year because of this promotional compare. But can you take a step up a level perhaps and talk about the earnings and margin opportunity in that business as you regain market share with Lithium Ion? Can you just speak to the margin opportunity in that business? Does the product mix change anything? I'm just interested if the earnings opportunity in that business is different than what you'd thought before trying to sift through these moving parts?

James Loree

Analyst

I mean the opportunity is all good, and it's all positive because you have -- as I mentioned earlier, there's a confluence of things that are coming together here in this business. We have slightly better markets. We have an array of new products. We have carryover in that respect. We have new products that we're going to introduce in the coming months. We have the revenue synergies, the SFS implementation. There's just a lot of good things happening. And yes, we have a little bit of inflation headwind, but we also have improving price management capability on new products that are going to improve our value proposition. So we really have a lot of good things going. So can we put a number on it? Absolutely not, because if everything good happened, nobody would believe the number. So I think we have to just kind of go with what we are we saying for 2011 and assume that we'll deliver that. And then there's probably more opportunity beyond that in '12 and '13.

Operator

Operator

Your next question comes from the line of Jim Lucas, Janney Montgomery Scott.

James Lucas - Janney Montgomery Scott LLC

Analyst

First question, I thought it was interesting, the wording of relaunching of SFS company-wide and the being embraced company-wide. I was wondering if you could just give us a little bit of color. One, from a training perspective, will there be any costs associated with that? And secondly, with SFS being relaunched, are your incentive comp plans changing at all?

John Lundgren

Analyst

I'll take it, Jim. There's a heck of a lot of training. And I'll say, what I alluded to is we had a good launch with legacy Stanley in 2007. It took six to 12 months for it to really gain traction. And we think primarily via providing robust online materials, as well as making it a focal point of things like the national sales meeting for the CDIY team when they're all together anyway at the same place, at the same time, making that an important part of the team. Particularly stressing the importance for the legacy Black & Decker side of the business. Who I have to say, and I think would admit, a year ago we were somewhat skeptical what's SFS and what are its benefits? I think now there's complete buy-in because everyone's seen the power. So we've got better materials. A lot of it, again, is online. So the incremental training cost is not material, I guess, would be my response to that. And I think the second part of your question, if I understood it, is we've learned from where we were in the past. The opportunity is tremendous. Folks have embraced it. And the whole objective in emphasizing it is can we get an even faster start? Can we gain traction in three months as opposed to, say, six to nine or 12, which is what it took us before. And that's really the reference to it.

James Lucas - Janney Montgomery Scott LLC

Analyst

My question on that was really internally.

John Lundgren

Analyst

Let me, so we don't get cut off. You asked about comp plans. Our comp plans won't change, in that the legacy Stanley comp plans will prevail and a tremendous, a large percentage -- there's both short term and long term, as you know. And short term, a very meaningful percentage of everyone's comp will be based on cash flow or working capital turns, which simply means implementing SFS, and depending on whether you have any control over payables or the total cash flow. If you're not, it's reducing working capital and improving turns as a surrogate for that. That's up to 50% of any individuals comp-ed in this company. That won't change. Long term, the two elements of earnings growth and ROCE, which are obviously reducing the denominator, is going to have a tremendous impact on how people get paid, that won't change either. So simply said, it's the legacy Stanley systems that prevail, and upwards of 50% of both short and long-term compensation are dramatically influenced by cash conversion, working capital reduction and return focused.

James Loree

Analyst

And then, Jim, in addition to that, one of the things that made the Stanley legacy initiative is so successful in getting from 4.5 to almost 8 turns over the course of three years, was that the board put in place a special bonus plan for a couple hundred of the most senior people in the company. And that turned out to be a tremendous motivating factor and a glue that held the whole initiative together. And that was actually paid out. It was a three-year horizon. It was actually paid out last year, in the middle of the year. And given the opportunity on the table, the Board decided to kind of re-put that plan in place for the combined company. So you also have this very direct correlation between the achievement of between 7 and 8 working capital turns within a three-year period and a direct monetary incentive for a couple of hundred of the most senior people in the company.

John Lundgren

Analyst

And, again, Jim, to come back, that existed before. We're doing it again. So the focal points and the drivers are, I think, quite consistent. It's just over a base that's 2x the size.

James Lucas - Janney Montgomery Scott LLC

Analyst

On the acquisition side, CRC was an interesting acquisition to build out your infrastructure side of your platform. And clearly, a lot of management resources dedicated on the CDIY side. You alluded to Security in one of the earlier answers in terms of international acquisition focus. But could you give us an update in terms of the pipeline of where exactly you're seeing the activity building these days in terms of your various growth platforms?

John Lundgren

Analyst

Yes and no. I'm going to have Jim respond, because obviously we can't mention specific targets but we can certainly mention platforms and geographies. Jim, I think that's fair.

James Loree

Analyst

I also think it's pretty obvious that the busiest people in the company right now are the ones that are working on the revenue synergy implementation and the cost synergy implementation. And the most kind of stretched organization would be CDIY and the regions that are strong and prevalent in CDIY. So you're not likely to see anything of any meaningful size, if anything, in those particular areas where people are very stretched working on the integration. So I think the first rule would be, if we do something, it would in all likelihood be either in the Healthcare or Infrastructure growth platforms where there's nothing going on with respect to the integration, or in Electronic security, where there's basically no integration going on with respect to the Black & Decker merger. Perhaps in Mechanical, if it were to occur in a geography where there was not a lot of activity and integration going on. And then maybe in Industrial Tools would be the other area if something were to come up.

John Lundgren

Analyst

And again, discriminating in favor of high growth or emerging markets, as I think is clear from our previous statements.

Operator

Operator

Your next question comes from the line of Nigel Coe from Deutsche Bank.

Nicole Deblase - Deutsche Bank

Analyst

It's actually Nicole. I wanted to talk a little bit more about the Lithium Ion launch. If you guys could talk a little bit about the signs of success that you're seeing there and just comment on, you said in the past that you think that you can gain back the share that Black & Decker had lost over the past cycle, if you still think that rings true?

John Lundgren

Analyst

The answer is yes. The only granularity, Nicole, that I think we're able to give you, it's only been in the marketplace essentially a quarter. And I think, best estimate, Black & Decker lost 1 1/2 to two share points a year for three years. So five to six share points in that category space. And we think in the course of our projections, which was three years, we can and will gain that back. It's way too early to say we have and we will. There's obviously going to be a competitive response to such a terrific product that obviously has a strong brand behind it, well positioned in terms of price, and we are absolutely confident in its performance. So there's no reason to change our statement that the five to six share points we lost in cordless power tools over about a three-year period, that we'll gain back in the same amount of time or less. That's all we're in a position to say at this stage.

Nicole Deblase - Deutsche Bank

Analyst

And then I understand that promotional spending is going to be picking up on a year-on-year basis in CDIY in the first half, but could you talk about how that moves q-on-q typically between 4Q and 1Q? Does the first quarter and the first half tend to be heavier promotionally versus the fourth quarter or lighter?

James Loree

Analyst

The first quarter tends to be a little lighter than the fourth quarter, and then the second quarter is very heavy. And so the second and third and fourth quarters are heavy promotional quarters. The first is probably the lightest of the four.

Operator

Operator

Your next question comes from the line of Peter Lisnic from Robert W. Baird. Peter Lisnic - Robert W. Baird & Co. Incorporated: I guess, first question, just to continue on the SFS or the free cash flow outlook. If I look at the reintroduction, as you call it, or SFS being reintroduced, my guess is you take that revenue synergies, and just better execution, then all of a sudden the target of $1 billion in free cash flow that you laid out a year or so ago is pretty conservative. How should we think about that in terms of, you look two or three years out, and what the free cash flow generation profile of the business might be?

James Loree

Analyst

We're not there yet, Pete. I think Don has been quite granular on -- $1.1 billion is a very, very big number next year, which means roughly a 10% cash flow yield, which is a very, very large number. Obviously, we have the objective and the programs in place to continue to increase it. But on this call, we aren't going to project cash flow three years out. We're absorbing and digesting our past accomplishments and making sure the programs are in place to deliver $1.1 billion. Not to say if we can deliver more, we won't. But as you know, because you follow us so closely, our cash flow by the nature of the business is always backend loaded in the course of the year. So it's going to be well into the fourth quarter next year before we have complete confidence around the $1.1 billion. And as a result, would have the confidence to provide a larger number or better granularity on cash flow specifically in 2012 and '13.

John Lundgren

Analyst

But if you were just doing big picture modeling, we're going to have some earnings growth. That's out there, so that would definitely be an impact and a significant one. And DNA is going to kind of be at or near those levels for a while, probably even grow a little bit with some acquisitions, if we do some acquisitions in the future. And you can figure out for yourself how much of the working capital turns you think might go into the cash flow statement. But that pretty much you can do your own modeling, and you probably wouldn't be far off from what we would provide at a later date, anyway.

James Loree

Analyst

Yes, we've said publicly about working capital that we think there's a $400 million to $500 million opportunity to unlock in this merger. So that clearly gives you an indication of that magnitude over a three to four-year period.

John Lundgren

Analyst

And the question is how fast we can unlock it, and how much of it truly is converted and flows to cash. Peter Lisnic - Robert W. Baird & Co. Incorporated: And I know it's kind of small, but the GMT acquisition, to what extent is that a platform acquisition for you in China? If you look at the revenue base that you have there, it's pretty small, but it looks like this could be a business that's perhaps scalable. Can you just maybe comment on that business and sort of the China strategy to a small degree?

James Loree

Analyst

Well, China is a terrific market for hardware in some ways and in some ways, it's a more challenging market. We like the GMT business because GMT, it's like Kleenex or Xerox for floor hinges and commercial hardware in China. So if you go to a commercial building in China and you open those big glass doors and you look down at the floor, I think about eight times out of 10, you'll see a GMT brand on the hinge. So they have a terrific distribution network in China. They have a great brand. And their limitation is that they're really specialists in floor hinges. So clearly we can bring some product expertise to GMT, and they can bring some low-cost manufacturing to us to help manufacture those products. So I think you're onto something. I do think this is a very nice platform for commercial hardware expansion. Whether we get into residential hardware in the future will be something that we continue to evaluate because, number one, there is no GMT of residential hardware. And secondly, it is a more challenging market because it is so fragmented. And I'm talking about residential now. And in residential, some of the private company owners run these companies with a different overhead structure than we can. And that's more because we insist on compliance with laws and regulations as opposed to we're top heavy. So that's an issue in residential and whether we can make money or not. That's still an open question. But clearly GMT provides the commercial hardware framework for expansion.

John Lundgren

Analyst

I think the key takeaway from what Jim said, all of which is totally correct, there is a huge Chinese domestic market factor within GMT. Quite often, one makes one of those acquisitions essentially as an LCC outsourcing opportunity. Jim made it very clear, but I want to be sure that it's understood, that they have a very strong position in the Chinese commercial construction market. This is not something that we've acquired simply because they can produce product at low cost and export it to Western markets. We'd like to participate in the growth of the Chinese market, and this is a very important step in that direction.

James Loree

Analyst

But it also -- John raises that point which sparked a thought on my part, too, which is another really attractive element of GMT is that they are exporters into Southeast Asia. So not only do you get the China coverage, but you get the entire coverage of the entire Southeast Asian region.

Operator

Operator

Your final question comes from the line of Michael Kim from Imperial Capital. Michael Kim - Sandler O'Neill & Partners: Just turning back to Security. One of your larger competitors this morning reported fairly good recovery in their North American commercial business. Are you guys seeing maybe a little more cautious recovery in the market or are there certain verticals where you're seeing strength, but offset by other areas that you're focused in? And can you tie that a little bit with the guidance commentary, with Mechanical being a little bit flatter, more modest up this year? Are you looking at the Convergent side growing at a much stronger pace through the balance of the year?

James Loree

Analyst

I have to admit, I haven't had time to review all our competitor's press releases this morning as it was a very busy morning. However, what one might surmise from that is the fact that we are less commercial construction driven than our two competitors. So we are more leveraged to healthcare, education and government and the like. And we're also more leveraged to the retrofit market, which has been particularly weak. So if there in fact is a relative comparison which makes us look unfavorable, it's quite possible that it's driven by the mix of business. And perhaps, they're observing a little more kind of better volume in the commercial construction market, and we might not be benefiting from that level of concentration in commercial construction. So it's been a long time since anybody said anything positive about commercial construction, and I'm looking forward to reading the release. As far as Convergent goes, we are pretty optimistic about their ability to grow beginning in the first half, and we think that's going to help the Security segment tremendously get off to a good start here in 2011. Michael Kim - Sandler O'Neill & Partners: And just specifically on the Convergent side, can you provide any color on some of the key metrics in terms of either the count or the ARPU or attrition, even just directional trends of how each of those metrics have changed in the quarter?

Donald Allan

Analyst

I wouldn't say that we've had significant change in any of those metrics over the last quarter or two. The real trend has been around installation orders in our Convergent Security business being modestly showing modest growth. But now we begin to get order trends in the last quarter that's been a little better than that, which is why we feel good about the statement that Jim just made that we expect to see growth in the first half in our Convergent business. And I also indicated, when I went through the segment outlook, that we did expect the Convergent business growth outpace the Mechanical Access security business, which was the point you were making earlier. So that's where we think a lot of the growth is going to come from in that particular segment, particularly in the first half of 2011, but also likely for the year.

Kate Vanek

Analyst

That concludes our call today. Thank you all for tuning in. If you have any questions, please feel free to reach out to me.

Operator

Operator

This concludes today's conference call. You may now disconnect.