18 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANT
−Removed: The information required by this Item, except for the identification of the executive officers of the Company presented in Part I of this Annual Report on Form 10-K under the caption "Information About Our Executive Officers," and certain information with respect to the Company’s Code of Business Ethics and any material changes to the procedures by which shareholders may recommend nominees to the Company’s Board of Directors, as set forth below, is incorporated herein by reference to the information set forth in the section of the Company’s definitive proxy statement (which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the close of the Company’s fiscal year) under the headings “Delinquent Section 16(a) Reports,” “Corporate Governance,” “Information Concerning Nominees for Election as Directors,” and “Board of Directors".
−Removed: Available on the Company's website at http://www.stanleyblackanddecker.com under the “Investors” heading is the Code of Business Ethics applicable to all of its directors and officers, including the President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Chief Accounting Officer, and employees worldwide, as well as the Supplemental Code of Ethics for CEO and Senior Financial Officers, applicable to the Company’s President and Chief Executive Officer, and all senior financial officers, including the Executive Vice President and Chief Financial Officer and Chief Accounting Officer.
+Added: The information required by this Item, except for the identification of the executive officers of the Company presented in Part I of this Annual Report on Form 10-K under the caption "Information About Our Executive Officers," and certain information with respect to the Company’s Code of Business Ethics and any material changes to the procedures by which shareholders may recommend nominees to the Company’s Board of Directors, as set forth below, is incorporated herein by reference to the information set forth in the section of the Company’s definitive proxy statement (which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the close of the Company’s fiscal year) under the headings “Delinquent Section 16(a) Reports,” “Corporate Governance,” “Information Concerning Nominees for Election as Directors,” “Board of Directors,” and “ Insider Trading Policy .”
+Added: Available on the Company's website at https://www.stanleyblackanddecker.com under the “Investors” heading is the Code of Business Ethics applicable to all of its directors and officers, including the President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Chief Accounting Officer, and employees worldwide, as well as the Supplemental Code of Ethics for CEO and Senior Financial Officers, applicable to the Company’s President and Chief Executive Officer, and all senior financial officers, including the Executive Vice President and Chief Financial Officer and Chief Accounting Officer.
The Company intends to post on its website required information regarding any amendment to, or waiver from, the Code of Business Ethics or the Code of Ethics for CEO and Senior Financial Officers that applies to the Company's President and Chief Executive Officer and senior financial officers within four business days after any such amendment or waiver.
21 unchanged sentences
and 162,940 of shares earned but related to which participants elected deferral of delivery.
−Removed: All stock-based compensation plans are discussed in Note J, Capital Stock , of the Notes to Consolidated Financial Statements in Item 8 .
+Added: All stock-based compensation plans are discussed in Note I, Capital Stock , of the Notes to Consolidated Financial Statements in Item 8 .
(2) There is no cost to the recipient for shares issued pursuant to time-vesting restricted stock units or performance awards.
1 unchanged sentence
(3) Consists of 921,982 of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and 5,869,501 securities available for future grants under stock-based compensation plans.
−Removed: On February 16, 2022, the Board of Directors adopted the 2022 Omnibus Award Plan (the "2022 Plan") and authorized the issuance of 9,800,000 shares of the Company's common stock in connection with the awards pursuant to the 2022 Plan.
−Removed: No further awards are available for issuance under the Company's 2013 Long-Term Incentive Plan or the 2018 Omnibus Award Plan.
−Removed: non-highly compensated employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the Employee Stock Ownership Plan ("ESOP") section of Note L, Employee Benefit Plans, of the Notes to the Consolidated Financial Statements in Item 8.
+Added: On April 26, 2024, the Company’s shareholders approved the adoption of the 2024 Omnibus Award Plan (the “2024 Plan”), which was approved by the Board of Directors on February 27, 2024.
+Added: Subject to adjustment as provided in the 2024 Plan, up to an aggregate of (i) 9,320,000 shares of the Company’s common stock may be issued in connection with awards under the 2024 Plan, less (ii) the shares covered by awards granted under the 2022 Omnibus Award Plan (the “2022 Plan”) following December 31, 2023, plus (iii) any shares that become available for awards in accordance with the terms of the 2024 Plan, including as a result of forfeitures under the 2022 Plan or other prior plans.
+Added: No further awards will be issued under the Company's 2022 Plan.
+Added: non-highly compensated employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the Employee Stock Ownership Plan ("ESOP") section of Note K, Employee Benefit Plans, of the Notes to the Consolidated Financial Statements in Item 8.
The Company contributes an amount equal to one half of the employee contribution up to the first 7% of salary.
2 unchanged sentences
employees are eligible to contribute from 1% to 50% of their salary to the non-qualified tax deferred savings plan.
−Removed: The same matching arrangement was provided for highly compensated salaried employees in the non-qualified plan, to the extent the match was not fully met in the qualified plan, except that the arrangement for these employees is outside of the ESOP, and is not funded in advance of distributions.
+Added: The same matching arrangement was provided for highly compensated salaried employees in the non-qualified plan, to the extent the match was not fully met in the qualified plan, except that the arrangement for these employees is outside of the ESOP, and is
+Added: not funded in advance of distributions.
If the Company decides to make matching contributions for a year, it will make contributions, in an amount determined at its discretion, that may constitute part or all of or more than the matching contributions that would have been made pursuant to the provisions of the Stanley Black & Decker Supplemental Retirement Account Plan that were in effect prior to 2019.
−Removed: For both qualified and non-qualified plans, the investment of
−Removed: the employee’s contribution and the Company’s matching contribution is controlled by the employee and may include an election to invest in Company stock.
+Added: For both qualified and non-qualified plans, the investment of the employee’s contribution and the Company’s matching contribution is controlled by the employee and may include an election to invest in Company stock.
Shares of the Company’s common stock may be issued at the time of a distribution from the qualified plan.
8 unchanged sentences
The response to this portion of Item 15 is submitted as a separate section of this report beginning with an index thereto on page 55.
−Removed: See Exhibit Index in this Form 10-K on page 117.
−Removed: (b) See Exhibit Index in this Form 10-K on page 117.
−Removed: (c) The response in this portion of Item 15 is submitted as a separate section of this Form 10-K with an index thereto beginning on page 57.
+Added: See Exhibit Index in this Annual Report on Form 10-K on page 112.
+Added: (b) See Exhibit Index in this Annual Report on Form 10-K on page 112.
+Added: (c) The response in this portion of Item 15 is submitted as a separate section of this Annual Report on Form 10-K with an index thereto beginning on page 55.
ITEM 15(a) (1) AND (2)
7 unchanged sentences
Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page 61).
−Removed: Consolidated Statements of Operations — fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 (page 64).
−Removed: Consolidated Statements of Comprehensive (Loss) Income — fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 (page 65).
+Added: Consolidated Statements of Operations — fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 (page 62).
+Added: Consolidated Statements of Comprehensive Income (Loss) — fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 (page 63).
Consolidated Balance Sheets — December 28, 2024 and December 30, 2023 (page 64).
−Removed: Consolidated Statements of Cash Flows — fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 (page 67).
−Removed: Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 (page 69).
+Added: Consolidated Statements of Cash Flows — fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 (page 65).
+Added: Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 (page 67).
Notes to Consolidated Financial Statements (page 68).
6 unchanged sentences
and Subsidiaries
−Removed: Fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022
+Added: Fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022
(Millions of Dollars)
13 unchanged sentences
(b) Amounts represent the impact of foreign currency translation, acquisitions, divestitures and net transfers to/from other accounts.
−Removed: (c) Refer to Note Q, Income Taxes , of the Notes to Consolidated Financial Statements in Item 8 for further discussion.
+Added: (c) Refer to Note P, Income Taxes , of the Notes to Consolidated Financial Statements in Item 8 for further discussion.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
15 unchanged sentences
We have audited the accompanying consolidated balance sheets of Stanley Black & Decker, Inc.
−Removed: (the Company) as of December 30, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive (loss) income, shareowners’ equity and cash flows for each of the three years in the period ended December 30, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
+Added: (the Company) as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive income (loss), shareowners’ equity and cash flows for each of the three years in the period ended December 28, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, in conformity with U.S.
16 unchanged sentences
The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
−Removed: Uncertain Tax Positions
−Removed: Description of the Matter As described in Notes A and Q, the Company conducts business globally and, as a result, files income tax returns in the U.S.
−Removed: federal jurisdiction and various state and foreign jurisdictions.
−Removed: In the normal course, the Company is subject to examinations by taxing authorities throughout the world.
−Removed: Uncertainty in a tax position may arise as tax laws are subject to interpretation.
−Removed: At December 30, 2023, the Company has recorded approximately $481 million relating to uncertain tax positions.
−Removed: The Company records uncertain tax positions in accordance with ASC 740, which requires a two-step process.
−Removed: First, management determines whether it is more likely than not that a tax position will be sustained based on the technical merits of the position and second, for those tax positions that meet the more likely than not threshold, management recognizes the largest amount of the tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related taxing authority.
−Removed: The Company then evaluates uncertain tax positions in subsequent periods for recognition, de-recognition or re-measurement if changes have occurred, or when effective settlement or expiration of the statute of limitations occurs.
−Removed: Auditing the uncertain tax positions is complex because of the judgmental nature of the tax accruals and various other tax return positions that might not be sustained upon review by taxing authorities.
−Removed: The Company files tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world due to its complex global footprint.
−Removed: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the recognition, measurement and the evaluation of changes in uncertain tax positions.
−Removed: This included testing controls over management’s review of the tax positions, their evaluation of whether they met the measurement threshold and then recalculating the amounts recognized in the consolidated financial statements.
−Removed: Our audit procedures to test the Company’s uncertain tax positions included, among others, involvement of our tax professionals, including transfer pricing professionals.
−Removed: This included evaluating tax opinions and third-party transfer pricing studies obtained by the Company and assessing the Company’s correspondence with the relevant tax authorities.
−Removed: We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations.
−Removed: Our testing also included the evaluation of the ongoing positions and consideration of changes, the recording of penalties and interest and the ultimate settlement and payment of certain tax matters.
+Added: Centredale Site Environmental Accrual
+Added: Description of the Matter As described in Note R to the consolidated financial statements, the total environmental accrued liability as of December 28, 2024 is $275.4 million, which includes the cost estimate for the Centredale Manor Restoration Project Superfund Site (Centredale Site) in the amount of $161.8 million.
+Added: The Company’s accrued liability represents estimated future environmental remediation costs based on currently available facts with respect to each individual site and includes such factors as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites.
+Added: Auditing the Company’s environmental accrued liability related to the Centredale Site was challenging and highly judgmental due to the significant estimation required to determine the future remediation costs.
+Added: The Company’s methodology for estimating future remediation costs involves significant assumptions and inputs, including projected material volumes and disposal costs.
+Added: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to estimate the Centredale Site accrued liability.
+Added: For example, we tested controls over the Company’s evaluation process over third-party consultants and management’s review of the estimates and key assumptions.
+Added: To test the estimated future remediation costs related to the Centredale Site, we performed audit procedures that included, among others, testing the key assumptions discussed above.
+Added: We compared these assumptions to current industry and economic trends, and to actual historical costs related to remedial efforts.
+Added: We made various inquiries of internal and external counsel and evaluated external communications, including those from the US Environmental Protection Agency, to evaluate the Company’s remediation methodology.
+Added: We used our internal environmental specialists to assist in our evaluation of the methodology used and the significant assumptions and inputs used by the Company to determine the estimated future remediation costs.
/s/ Ernst & Young LLP
6 unchanged sentences
We have audited Stanley Black & Decker, Inc.’s internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, Stanley Black & Decker (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 30, 2023, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 30, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive (loss) income, shareowners’ equity and cash flows for each of the three years in the period ended December 30, 2023, and the related notes and schedule listed in the Index at Item 15(a) and our report dated February 27, 2024 expressed an unqualified opinion thereon.
+Added: In our opinion, Stanley Black & Decker, Inc.
+Added: (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on the COSO criteria.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive income (loss), shareowners’ equity and cash flows for each of the three years in the period ended December 28, 2024, and the related notes and schedule listed in the Index at Item 15(a) and our report dated February 18, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
18 unchanged sentences
Consolidated Statements of Operations
−Removed: Fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022
+Added: Fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022
(Millions of Dollars, Except Per Share Amounts)
8 unchanged sentences
Restructuring charges 99.9 39.4 140.8
−Removed: Gain on equity method investment — — ( 68.0 )
Asset impairment charges 72.4 274.8 168.4
2 unchanged sentences
$ 15,124.6 $ 16,156.8 $ 16,909.5
−Removed: (Loss) earnings from continuing operations before income taxes and equity interest ( 375.7 ) 37.9 1,586.9
+Added: Earnings (loss) from continuing operations before income taxes 241.1 ( 375.7 ) 37.9
Income taxes on continuing operations ( 45.2 ) ( 94.0 ) ( 132.4 )
−Removed: Net (loss) earnings from continuing operations before equity interest ( 281.7 ) 170.3 1,531.8
−Removed: Share of net earnings of equity method investment — — 19.0
−Removed: Net (loss) earnings from continuing operations ( 281.7 ) 170.3 1,550.8
−Removed: Net earnings (losses) attributable to non-controlling interests — 0.2 ( 1.7 )
−Removed: Net (loss) earnings from continuing operations attributable to Stanley Black & Decker, Inc.
+Added: Net earnings (loss) from continuing operations 286.3 ( 281.7 ) 170.3
+Added: Net earnings attributable to non-controlling interests — — 0.2
+Added: Net earnings (loss) from continuing operations attributable to Stanley Black & Decker, Inc.
$ 286.3 $ ( 281.7 ) $ 170.1
Preferred stock dividends and beneficial conversion feature — — 5.8
−Removed: Net (Loss) Earnings from Continuing Operations Attributable to Common Shareowners $ ( 281.7 ) $ 164.3 $ 1,538.3
+Added: Net Earnings (Loss) from Continuing Operations Attributable to Common Shareowners $ 286.3 $ ( 281.7 ) $ 164.3
Contract adjustment payments accretion — — 1.2
−Removed: Net (Loss) Earnings from Continuing Operations Attributable to Common Shareowners - Diluted $ ( 281.7 ) $ 165.5 $ 1,539.6
−Removed: (Loss) earnings from discontinued operations before income taxes (including 2023 pre-tax loss on Security sale of $ 14.3 million and 2022 pre-tax gain on Security sale of $ 1,197.4 million)
+Added: Net Earnings (Loss) from Continuing Operations Attributable to Common Shareowners - Diluted $ 286.3 $ ( 281.7 ) $ 165.5
+Added: Earnings (loss) from discontinued operations before income taxes (including 2024 pre-tax gain on Security sale of $ 10.4 million, 2023 pre-tax loss on Security sale of $ 14.3 million and 2022 pre-tax gain on Security sale of $ 1,197.4 million )
10.4 ( 14.3 ) 1,210.9
−Removed: Income taxes on discontinued operations (including 2023 income taxes of $ 14.5 million for loss on Security sale and 2022 income taxes of $ 312.5 million for gain on Security sale)
+Added: Income taxes on discontinued operations (including 2024 income taxes of $ 2.4 million for gain on Security sale, 2023 income taxes of $ 14.5 million for loss on Security sale and 2022 income taxes of $ 312.5 million for gain on Security sale)
2.4 14.5 318.5
−Removed: Net (loss) earnings from discontinued operations $ ( 28.8 ) $ 892.4 $ 136.7
−Removed: Net (Loss) Earnings Attributable to Common Shareowners - Diluted $ ( 310.5 ) $ 1,057.9 $ 1,676.3
−Removed: Net (Loss) Earnings Attributable to Stanley Black & Decker, Inc.
+Added: Net earnings (loss) from discontinued operations $ 8.0 $ ( 28.8 ) $ 892.4
+Added: Net Earnings (Loss) Attributable to Common Shareowners - Diluted $ 294.3 $ ( 310.5 ) $ 1,057.9
+Added: Net Earnings (Loss) Attributable to Stanley Black & Decker, Inc.
$ 294.3 $ ( 310.5 ) $ 1,062.5
−Removed: Basic (loss) earnings per share of common stock:
+Added: Basic earnings (loss) per share of common stock:
Continuing operations $ 1.90 $ ( 1.88 ) $ 1.11
Discontinued operations $ 0.05 $ ( 0.19 ) $ 6.02
−Removed: Total basic (loss) earnings per share of common stock $ ( 2.07 ) $ 7.13 $ 10.55
−Removed: Diluted (loss) earnings per share of common stock:
+Added: Total basic earnings (loss) per share of common stock $ 1.96 $ ( 2.07 ) $ 7.13
+Added: Diluted earnings (loss) per share of common stock:
Continuing operations $ 1.89 $ ( 1.88 ) $ 1.06
Discontinued operations $ 0.05 $ ( 0.19 ) $ 5.70
−Removed: Total diluted (loss) earnings per share of common stock $ ( 2.07 ) $ 6.76 $ 10.16
+Added: Total diluted earnings (loss) per share of common stock $ 1.95 $ ( 2.07 ) $ 6.76
See Notes to Consolidated Financial Statements.
−Removed: Consolidated Statements of Comprehensive (Loss) Income
−Removed: Fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022
+Added: Consolidated Statements of Comprehensive Income (Loss)
+Added: Fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022
(Millions of Dollars)
2024 2023 2022
−Removed: Net (Loss) Earnings from Continuing Operations Attributable to Common Shareowners $ ( 281.7 ) $ 164.3 $ 1,538.3
−Removed: Net (loss) earnings from discontinued operations ( 28.8 ) 892.4 136.7
+Added: Net Earnings (Loss) from Continuing Operations Attributable to Common Shareowners $ 286.3 $ ( 281.7 ) $ 164.3
+Added: Net earnings (loss) from discontinued operations 8.0 ( 28.8 ) 892.4
$ 294.3 $ ( 310.5 ) $ 1,056.7
−Removed: Other comprehensive income (loss):
+Added: Other comprehensive (loss) income:
Currency translation adjustment and other ( 337.9 ) 75.1 ( 364.4 )
Gains on cash flow hedges, net of tax 25.8 2.0 5.3
−Removed: (Losses) gains on net investment hedges, net of tax ( 8.9 ) 2.0 ( 1.0 )
−Removed: Pension (losses) gains, net of tax ( 17.8 ) 83.2 123.6
−Removed: Other comprehensive income (loss) $ 50.4 $ ( 273.9 ) $ ( 131.9 )
−Removed: Comprehensive (loss) income attributable to common shareowners $ ( 260.1 ) $ 782.8 $ 1,543.1
+Added: Gains (losses) on net investment hedges, net of tax 13.5 ( 8.9 ) 2.0
+Added: Pension gains (losses), net of tax 46.8 ( 17.8 ) 83.2
+Added: Other comprehensive (loss) income $ ( 251.8 ) $ 50.4 $ ( 273.9 )
+Added: Comprehensive income (loss) attributable to common shareowners $ 42.5 $ ( 260.1 ) $ 782.8
See Notes to Consolidated Financial Statements.
31 unchanged sentences
Other liabilities 2,118.3 1,827.1
−Removed: Commitments and Contingencies (Notes R and S)
+Added: Commitments and Contingencies (Notes Q and R)
Shareowners’ Equity
12 unchanged sentences
Shareowners’ Equity 8,719.9 9,056.1
−Removed: Non-controlling interests — 2.1
−Removed: Total Shareowners’ Equity 9,056.1 9,714.2
Total Liabilities and Shareowners’ Equity $ 21,848.9 $ 23,663.8
1 unchanged sentence
Consolidated Statements of Cash Flows
−Removed: Fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022
+Added: Fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022
(Millions of Dollars)
1 unchanged sentence
Operating Activities:
−Removed: Net (loss) earnings $ ( 310.5 ) $ 1,062.7 $ 1,687.5
−Removed: Adjustments to reconcile net (loss) earnings to net cash provided by (used in) operating activities:
+Added: Net earnings (loss) $ 294.3 $ ( 310.5 ) $ 1,062.7
+Added: Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property, plant and equipment 426.3 432.4 369.7
2 unchanged sentences
Loss on sales of businesses — 10.8 8.4
−Removed: Gain on equity method investment — — ( 68.0 )
−Removed: Loss (gain) on sale of discontinued operations 14.3 ( 1,197.4 ) —
+Added: (Gain) loss on sale of discontinued operations ( 10.4 ) 14.3 ( 1,197.4 )
Asset impairment charges 72.4 274.8 168.4
−Removed: Craftsman contingent consideration remeasurement from MTD acquisition — — 101.1
Stock-based compensation expense 105.4 83.8 90.7
Provision for credit losses 22.2 8.7 30.0
−Removed: Share of net earnings of equity method investment — — ( 19.0 )
Deferred tax benefit ( 227.2 ) ( 424.3 ) ( 271.7 )
18 unchanged sentences
Other ( 2.3 ) 1.6 ( 24.5 )
−Removed: Net cash (used in) provided by investing activities ( 327.7 ) 3,572.6 ( 2,623.8 )
+Added: Net cash provided by (used in) investing activities 394.2 ( 327.7 ) 3,572.6
Financing Activities:
−Removed: Payments on long-term debt — — ( 1.5 )
Proceeds from debt issuances, net of fees — 745.3 992.6
−Removed: Net short-term commercial paper (repayments) borrowings ( 1,044.7 ) ( 138.1 ) 2,224.6
+Added: Net short-term commercial paper repayments ( 1,056.9 ) ( 1,044.7 ) ( 138.1 )
Stock purchase contract fees — — ( 39.4 )
10 unchanged sentences
Other ( 15.7 ) ( 18.9 ) ( 11.7 )
−Removed: Net cash (used in) provided by financing activities ( 816.0 ) ( 1,971.1 ) 918.7
+Added: Net cash used in financing activities ( 1,556.7 ) ( 816.0 ) ( 1,971.1 )
Effect of exchange rate changes on cash and cash equivalents ( 106.2 ) 2.1 ( 31.9 )
10 unchanged sentences
Consolidated Statements of Changes in Shareowners’ Equity
−Removed: Fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022
+Added: Fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022
(Millions of Dollars, Except Share and Per Share Amounts)
16 unchanged sentences
( 2,323.0 ) ( 2,323.0 )
−Removed: Redemption and conversion of preferred stock ( 1,469,055 shares)
−Removed: ( 750.0 ) ( 137.3 ) 137.3 ( 750.0 )
−Removed: Non-controlling interest buyout ( 2.8 ) ( 3.2 ) ( 6.0 )
−Removed: Stock-based compensation related 118.3 118.3
−Removed: Balance January 1, 2022 $ 620.3 $ 442.3 $ 4,999.2 $ 8,742.4 $ ( 1,845.6 ) $ ( 1,368.1 ) $ 1.9 $ 11,592.4
−Removed: Net earnings 1,062.5 0.2 1,062.7
−Removed: Other comprehensive loss ( 273.9 ) ( 273.9 )
−Removed: Cash dividends declared — $ 3.18 per common share
−Removed: ( 465.8 ) ( 465.8 )
−Removed: Cash dividends declared — $ 75.00 per annum per preferred share
−Removed: ( 5.8 ) ( 5.8 )
−Removed: Issuance of common stock ( 988,474 shares)
−Removed: ( 76.9 ) 115.6 38.7
−Removed: Repurchase of common stock ( 16,057,220 shares)
−Removed: ( 2,323.0 ) ( 2,323.0 )
Conversion of original Series D Preferred stock ( 4,723,500 shares)
16 unchanged sentences
Balance December 30, 2023 $ — $ 442.3 $ 5,059.0 $ 8,540.2 $ ( 2,069.1 ) $ ( 2,916.3 ) $ — $ 9,056.1
+Added: Net earnings 294.3 294.3
+Added: Other comprehensive loss ( 251.8 ) ( 251.8 )
+Added: Cash dividends declared — $ 3.26 per common share
+Added: ( 491.2 ) ( 491.2 )
+Added: Issuance of common stock ( 960,437 shares)
+Added: ( 93.1 ) 117.9 24.8
+Added: Repurchase of common stock ( 207,592 shares)
+Added: ( 17.7 ) ( 17.7 )
+Added: Stock-based compensation related 105.4 105.4
+Added: Balance December 28, 2024 $ — $ 442.3 $ 5,071.3 $ 8,343.3 $ ( 2,320.9 ) $ ( 2,816.1 ) $ — $ 8,719.9
See Notes to Consolidated Financial Statements.
5 unchanged sentences
There were 52 weeks in fiscal years 2024, 2023 and 2022.
−Removed: On December 15, 2023, the Company announced that it had entered into a definitive agreement for the sale of the Infrastructure business.
−Removed: Based on management's commitment to sell this business, the assets and liabilities related to Infrastructure were classified as held for sale on the Company's Consolidated Balance Sheet as of December 30, 2023.
−Removed: There were no assets or liabilities held for sale relating to Infrastructure as of December 31, 2022.
−Removed: This pending divestiture does not qualify for discontinued operations and therefore, its results are included in the Company's continuing operations for all periods presented.
+Added: On April 1, 2024, the Company completed the sale of its Infrastructure business.
+Added: As of December 30, 2023, the assets and liabilities related to the Infrastructure business were classified as held for sale on the Company's Consolidated Balance Sheet.
+Added: This divestiture did not qualify for discontinued operations, and therefore, the results of the Infrastructure business were included in the Company's continuing operations for all periods presented through the date of sale.
On August 19, 2022, the Company completed the sale of its Oil & Gas business.
−Removed: This divestiture did not qualify for discontinued operations, and therefore, the results of the Oil & Gas business were included in the Company's continuing operations for all periods presented through the date of sale.
+Added: This divestiture did not qualify for discontinued operations, and therefore, the results of the Oil & Gas business were included in the Company's continuing operations through the date of sale.
On July 22, 2022, the Company completed the sale of its Convergent Security Solutions ("CSS") business comprised of the commercial electronic security and healthcare businesses.
3 unchanged sentences
The divestitures above are part of the Company's strategic commitment to simplify and streamline its portfolio to focus on the core Tools & Outdoor and Industrial businesses.
−Removed: Refer to Note T, Divestitures , for further discussion on these transactions.
−Removed: In December 2021, the Company acquired the remaining 80 percent ownership stake in MTD Holdings Inc.
−Removed: ("MTD"), a privately held global manufacturer of outdoor power equipment.
−Removed: The Company previously acquired a 20 percent interest in MTD in January 2019.
−Removed: Prior to closing on the remaining 80 percent ownership stake, the Company applied the equity method of accounting to the 20 % investment in MTD.
−Removed: In November 2021, the Company acquired Excel Industries ("Excel"), a leading designer and manufacturer of premium commercial and residential turf-care equipment.
−Removed: These acquisitions were accounted for as business combinations using the acquisition method of accounting and the results subsequent to the dates of acquisition are included in the Company's Tools & Outdoor segment.
−Removed: Refer to Note E, Acquisitions , for further discussion on these transactions.
+Added: Refer to Note S, Divestitures , for further discussion on these transactions.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements.
10 unchanged sentences
The Company's payment terms are generally consistent with the industries in which its businesses operate and typically range from 30-90 days globally.
−Removed: Additionally, the Company considers the credit
−Removed: quality of all past-due or delinquent financing receivables as nonperforming.
+Added: Additionally, the Company considers the credit quality of all past-due or delinquent financing receivables as nonperforming.
The Company does not adjust the promised amount of consideration for the effects of a significant financing component when the period between transfer of the product and receipt of payment is less than one year.
4 unchanged sentences
First, a specific reserve is established for individual accounts where information indicates the customers may have an inability to meet financial obligations.
−Removed: Second, a reserve is determined for all customers based on a range of percentages applied to aging categories.
+Added: Second, a reserve is determined for all customers based on a range of percentages applied to aging
These percentages are based on historical collection rates, write-off experience, and forecasts of future economic conditions.
27 unchanged sentences
In performing a quantitative analysis, the Company determines the fair value of a reporting unit using management’s assumptions about future cash flows based on long-range strategic plans.
−Removed: This approach incorporates many
−Removed: assumptions including discount rates, future growth rates and expected profitability.
+Added: This approach incorporates many assumptions including discount rates, future growth rates and expected profitability.
In the event the carrying amount of a reporting unit exceeded its fair value, an impairment loss would be recognized.
7 unchanged sentences
If the carrying amount of the asset was to exceed the fair value, it would be written down to fair value.
−Removed: Refer to Note F, Goodwill And Intangible Assets, for further discussion of the goodwill impacts relating to the 2023 impairment charges for the pending divestiture of the Infrastructure business and the Irwin and Troy-Bilt trade names, as well as the 2022 impairment charge relating to the Oil & Gas business.
+Added: Refer to Note E, Goodwill And Intangible Assets, for further discussion of the intangible asset impacts relating to the 2024 impairment charge for the Lenox trade name and the 2023 impairment charge for the Irwin and Troy-Bilt trade names.
+Added: Refer to Note S, Divestitures , for further discussion of the 2024 and 2023 goodwill impairment charges related to the Infrastructure business.
FINANCIAL INSTRUMENTS — Derivative financial instruments are employed to manage risks, including foreign currency, interest rate exposures and commodity prices and are not used for trading or speculative purposes.
11 unchanged sentences
Changes in the fair value of derivatives not designated as hedges are reported in Other, net in the Consolidated Statements of Operations.
−Removed: Refer to Note I, Financial Instruments , for further discussion.
+Added: Refer to Note H, Financial Instruments , for further discussion.
REVENUE RECOGNITION — The Company’s revenues result from the sale of goods or services and reflect the consideration to which the Company expects to be entitled.
−Removed: The Company records revenue based on a five-step model in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606").
+Added: The Company records revenue based on a five-step model in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606").
For its contracts with customers, the Company identifies the performance obligations (goods or services), determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) the performance obligation is transferred to the customer.
1 unchanged sentence
The majority of the Company’s revenues are recorded at a point in time from the sale of tangible products.
−Removed: A portion of the Company’s revenues within the Oil & Gas business, disposed in the third quarter of 2022, were generated from equipment leased to customers.
−Removed: Customer arrangements were identified as leases if they included a transfer of a tangible asset provided to the customer in exchange for payments typically at fixed rates.
−Removed: Customer leases may have included terms to allow for extension of leases for a short period of time, but typically did not provide for customer termination prior to the initial term.
−Removed: Some customer leases included terms to allow the customer to purchase the underlying asset, which occurred occasionally, and virtually no customer leases included residual value guarantee clauses.
−Removed: For Oil & Gas leases, underlying assets were assessed for functionality at termination of the lease and, if necessary, an impairment to the leased asset value was recorded.
Provisions for customer volume rebates, product returns, discounts and allowances are variable consideration and are recorded as a reduction of revenue in the same period the related sales are recorded.
5 unchanged sentences
The Company utilizes the method that most accurately depicts the progress toward completion of the performance obligation.
−Removed: The Company utilized the output method for contract sales in the Oil & Gas business.
−Removed: The output method recognizes revenue based on direct measurements of the customer value of the goods or services transferred to date relative to the remaining goods or services promised under the contract.
−Removed: The output method includes methods such as surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units produced or units delivered.
−Removed: The Company sold the Oil & Gas business in the third quarter of 2022.
−Removed: Refer to Note T, Divestitures , for further discussion.
Contract assets or liabilities result from transactions with revenue recorded over time.
21 unchanged sentences
STOCK-BASED COMPENSATION — Compensation cost relating to stock-based compensation grants is recognized on a straight-line basis over the vesting period, which is generally three or four years .
−Removed: The expense for stock options and restricted stock units awarded to retirement-eligible employees (those aged 55 and over, and with 10 or more years of service) is recognized on the grant date, or (if later) by the date they become retirement-eligible.
+Added: The expense for stock options and restricted stock units awarded to retirement-eligible employees is recognized on the grant date, or (if later) by the date they become retirement-eligible.
+Added: Retirement eligible is defined as those (i) age 55 and with 10 years of service for awards granted before February 14, 2023, and (ii) the earlier of age 55 and with 10 years of service or age 65 and with 1 year of service for awards granted thereafter.
POSTRETIREMENT DEFINED BENEFIT PLANS — The Company uses the corridor approach to determine expense recognition for each defined benefit pension and other postretirement plan.
2 unchanged sentences
For other postretirement benefits, amortization occurs when the net gains and losses exceed 10% of the accumulated postretirement benefit obligation at the beginning of the year.
−Removed: For ongoing, active plans, the amount in excess of the corridor is amortized on a straight-line basis over the average remaining service period for active plan participants.
+Added: For ongoing, active plans, the amount in excess of
+Added: the corridor is amortized on a straight-line basis over the average remaining service period for active plan participants.
For plans with primarily inactive participants, the amount in excess of the corridor is amortized on a straight-line basis over the average remaining life expectancy of inactive plan participants.
+Added: The Company measures defined benefit plan assets and obligations as of the end of the calendar month closest to its fiscal year end as the alternative measurement date in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2015-04, Compensation Retirement Benefit (Topic 715):
+Added: Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Asset .
INCOME TAXES — The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.
Deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse.
−Removed: Any changes in tax rates on deferred tax assets and liabilities are recognized in earnings in the period that includes the enactment date.
+Added: Any changes in tax rates on deferred tax assets and liabilities are recognized in income in the period that includes the enactment date.
The Company recognizes the tax on global intangible low-taxed income as a period expense in the period the tax is incurred.
7 unchanged sentences
First, management determines whether it is more likely than not that a tax position will be sustained based on the technical merits of the position and second, for those tax positions that meet the more likely than not threshold, management recognizes the largest amount of the tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related taxing authority.
−Removed: The Company maintains an accounting policy of recording interest and penalties on uncertain tax positions as a component of Income taxes in the Consolidated Statements of Operations.
+Added: The Company maintains an accounting policy of recording interest and penalties on uncertain tax positions as a component of Income taxes on continuing operations in the Consolidated Statements of Operations.
The Company is subject to income tax in a number of locations, including U.S.
5 unchanged sentences
The Company periodically assesses its liabilities and contingencies for all tax years still subject to audit based on the most current available information, which involves inherent uncertainty.
−Removed: Refer to Note Q, Income Taxes, for further discussion.
+Added: Refer to Note P, Income Taxes, for further discussion.
EARNINGS PER SHARE — Basic earnings per share equals net earnings attributable to common shareowners divided by weighted-average shares outstanding during the year.
Diluted earnings per share include the impact of common stock equivalents using the treasury stock method or the if-converted method, as applicable, when the effect is dilutive.
−Removed: NEW ACCOUNTING STANDARDS ADOPTED — In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50):
+Added: NEW ACCOUNTING STANDARDS ADOPTED — In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):
+Added: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions .
+Added: The standard clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring the fair value of the security.
+Added: The new standard also requires certain disclosures related to equity securities with contractual sale restrictions.
+Added: The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.
+Added: The Company adopted this standard in the first quarter of 2024 and it did not have a material impact on its consolidated financial statements.
+Added: In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50):
Disclosure of Supplier Finance Program Obligations.
−Removed: The new standard requires that a buyer in a supplier finance program disclose sufficient information about the key terms of the program, the amount of outstanding confirmed obligations at period end, where the obligations are presented in the balance sheet, and a rollforward of the obligations during the annual period.
+Added: The standard requires that a buyer in a supplier finance program disclose sufficient information about the key terms of the program, the amount of outstanding confirmed obligations at period end, where the
+Added: obligations are presented in the balance sheet, and a rollforward of the obligations during the annual period.
The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.
−Removed: Early adoption is permitted.
The amendments in this update should be applied retrospectively to all periods in which a balance sheet is presented, except for the rollforward requirement, which is applied prospectively.
−Removed: The Company adopted this standard in the first quarter of 2023, with the exception of the amendment on rollforward information.
−Removed: Refer to Note R, Commitments and Guarantees , for further discussion.
−Removed: In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815):
−Removed: Fair Value Hedging—Portfolio Layer Method .
−Removed: The new standard expands and clarifies the use of the portfolio layer method for fair value hedges of interest rate risk.
−Removed: The new standard allows non-prepayable financial assets to also be included in a closed portfolio which is hedged using the portfolio layer method.
−Removed: The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
−Removed: The new guidance on hedging multiple layers in a closed portfolio should be applied prospectively and the guidance on the accounting for fair value basis adjustments should be applied on a modified retrospective basis.
−Removed: The Company adopted this standard in the first quarter of 2023 and it did not have a material impact on its consolidated financial statements.
−Removed: RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED — In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures .
−Removed: The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows.
−Removed: The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations.
−Removed: The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted.
−Removed: The standard can be applied prospectively or retrospectively.
−Removed: The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
+Added: The Company adopted this standard in the first quarter of 2023, with the exception of the amendment on rollforward information which was adopted in fiscal year 2024.
+Added: Refer to Note Q, Commitments and Guarantees , for further discussion.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
5 unchanged sentences
The standard should be applied retrospectively to all prior periods presented in the financial statements.
+Added: The Company adopted this standard in fiscal year 2024.
+Added: Refer to Note O, Business Segments and Geographic Areas , for further discussion.
+Added: RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED — In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures .
+Added: The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows.
+Added: The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations.
+Added: The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted.
+Added: The standard can be applied prospectively or retrospectively.
The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
−Removed: In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):
−Removed: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions .
−Removed: The new standard clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring the fair value of the security.
−Removed: The new standard also requires certain disclosures related to equity securities with contractual sale restrictions.
−Removed: The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.
−Removed: Early adoption is permitted, including adoption in an interim period.
−Removed: The standard should be applied prospectively.
−Removed: The Company is currently evaluating this guidance, but does not expect it to have a material impact on its consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses .
+Added: The amendments in this update require disclosure and further disaggregation, in the notes to financial statements, of specified information about certain costs and expenses.
+Added: The required disclosures include the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas producing activities included in each relevant expense caption.
+Added: Additionally, further disclosures are required for certain amounts already required to be disclosed under current GAAP, a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and the total amount of selling expenses, and on an annual basis, the definition of selling expenses.
+Added: The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027.
+Added: Early adoption is permitted.
+Added: The standard can be applied prospectively or retrospectively.
+Added: The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
ACCOUNTS AND NOTES RECEIVABLE, NET
23 unchanged sentences
At December 28, 2024, the Company did not record a servicing asset or liability related to its retained responsibility based on its assessment of the servicing fee, market values for similar transactions and its cost of servicing the receivables sold.
−Removed: At December 30, 2023 and December 31, 2022, net receivables of approximately $ 110.0 million were derecognized.
+Added: At December 28, 2024 and December 30, 2023, net receivables of approximately $ 95.1 million and $ 110.0 million, respectively, were derecognized.
Proceeds from transfers of receivables to the Purchaser totaled $ 402.3 million and $ 455.7 million for the years ended December 28, 2024 and December 30, 2023, respectively, and payments to the Purchaser totaled $ 417.2 million and $ 455.7 million, respectively.
−Removed: The program resulted in a pre-tax loss of $ 6.3 million and $ 4.1 million for the years ended December 30, 2023 and December 31, 2022, respectively, which included service fees of $ 0.9 million and $ 0.9 million, respectively.
+Added: The program resulted in a pre-tax loss of $ 5.4 million for each of the years ended December 28, 2024 and December 30, 2023.
All cash flows under the program are reported as a component of changes in accounts receivable within operating activities in the Consolidated Statements of Cash Flows since all the cash from the Purchaser is received upon the initial sale of the receivable.
As of December 28, 2024 and December 30, 2023, the Company's deferred revenue totaled $ 101.6 million and $ 116.8 million, respectively, of which $ 31.3 million and $ 31.7 million, respectively, was classified as current.
−Removed: Revenue recognized for the years ended December 30, 2023 and December 31, 2022 that was previously deferred as of December 31, 2022 and January 1, 2022 totaled $ 27.3 million and $ 22.9 million, respectively.
+Added: Revenue recognized for the years ended December 28, 2024 and December 30, 2023 that was previously deferred as of December 30, 2023 and December 31, 2022 totaled $ 28.6 million and $ 27.3 million, respectively.
INVENTORIES, NET
17 unchanged sentences
Property, plant & equipment, net $ 2,034.3 $ 2,169.9
−Removed: Depreciation and amortization expense associated with property, plant and equipment was as follows:
−Removed: (Millions of Dollars) 2023 2022 2021
−Removed: Depreciation $ 383.3 $ 330.4 $ 326.3
−Removed: Amortization 49.1 39.3 47.7
−Removed: Depreciation and amortization expense $ 432.4 $ 369.7 $ 374.0
−Removed: The amounts above are inclusive of depreciation and amortization expense for discontinued operations amounting to $ 0.4 million in 2022 and $ 23.7 million in 2021.
−Removed: 2021 ACQUISITIONS
−Removed: On December 1, 2021, the Company acquired the remaining 80 percent ownership stake in MTD, a privately held global manufacturer of outdoor power equipment, for $ 1.5 billion, net of cash acquired.
−Removed: The Company previously acquired a 20 percent interest in MTD in January 2019 for $ 234 million.
−Removed: The Company’s pre-existing 20 percent equity investment in MTD was remeasured at fair value of $ 295.1 million as of the transaction date based on the purchase price for the remaining 80 percent ownership, which was calculated using an EBITDA-based formula.
−Removed: As a result, the Company recorded a $ 68.0 million gain on investment during the fourth quarter of 2021.
−Removed: MTD designs, manufactures and distributes lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, hand-held outdoor power equipment and garden tools for both residential and professional consumers under well-known brands like CUB CADET® and TROY-BILT®.
−Removed: This combination created a global leader in the outdoor category, with strong brands and growth opportunities.
−Removed: The results of MTD subsequent to the date of acquisition are included in the Company's Tools & Outdoor segment.
−Removed: The MTD acquisition was accounted for as a business combination using the acquisition method of accounting, which requires, among other things, certain assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition
−Removed: The following table summarizes the acquisition date value of identifiable net assets acquired and liabilities assumed adjusted for measurement period adjustments:
−Removed: (Millions of Dollars)
−Removed: Cash and cash equivalents $ 111.5
−Removed: Accounts receivable, net 270.5
−Removed: Inventories, net 855.7
−Removed: Prepaid expenses and other assets 56.9
−Removed: Property, plant and equipment 256.9
−Removed: Trade names 390.0
−Removed: Customer relationships 460.0
−Removed: Other assets 38.5
−Removed: Accounts payable ( 394.6 )
−Removed: Accrued expenses ( 201.1 )
−Removed: Deferred revenue ( 0.9 )
−Removed: Long-term debt ( 110.9 )
−Removed: Deferred taxes ( 214.3 )
−Removed: Other liabilities ( 68.4 )
−Removed: Total identifiable net assets $ 1,449.8
−Removed: Goodwill 486.9
−Removed: Total consideration $ 1,936.7
−Removed: The weighted-average useful life assigned to the definite-lived intangible assets was 15 years.
−Removed: 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 and assembled workforce.
−Removed: Goodwill of $ 0.6 million will be deductible for tax purposes.
−Removed: On November 12, 2021, the Company acquired Excel Industries ("Excel") for $ 373.7 million, net of cash acquired.
−Removed: Excel is a leading designer and manufacturer of premium commercial and residential turf-care equipment under the HUSTLER® brand.
−Removed: Excel was a strategically important bolt-on acquisition as the Company builds an outdoor products leader.
−Removed: The results of Excel subsequent to the date of acquisition are included in the Company's Tools & Outdoor segment.
−Removed: The Excel acquisition was accounted for as a business combination using the acquisition method of accounting.
−Removed: The acquisition date value of identifiable net assets acquired, which included $ 31.4 million of working capital, $ 43.6 million of deferred tax liabilities, and $ 203.5 million of intangible assets, was $ 195.5 million.
−Removed: The related goodwill was $ 178.2 million.
−Removed: The amount allocated to intangible assets included $ 158.0 million for customer relationships.
−Removed: The weighted-average useful life assigned to the intangible assets was 14 years.
−Removed: 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 and assembled workforce.
−Removed: Goodwill is not expected to be deductible for tax purposes.
−Removed: Other 2021 Acquisitions
−Removed: During 2021, the Company completed two other acquisitions for a total purchase price of $ 202.7 million, net of cash acquired.
−Removed: The acquisition date value of the identifiable net assets acquired was $ 43.9 million and working capital was $ 30.6 million.
−Removed: The related goodwill was $ 158.8 million.
−Removed: The results of these acquisitions subsequent to the dates of acquisition are included in the Company's Tools & Outdoor segment.
−Removed: 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 and assembled workforce.
−Removed: Goodwill of $ 47.9 million related to these acquisitions will be deductible for tax purposes.
−Removed: ACTUAL AND PRO-FORMA IMPACT FROM ACQUISITIONS
−Removed: Actual Impact from Acquisitions
−Removed: The Company did not complete any acquisitions during 2023.
−Removed: As such, there was no impact from new acquisitions on the Company's Consolidated Statements of Operations for the year ended December 30, 2023.
−Removed: Pro-forma Impact from Acquisitions
−Removed: The following table presents supplemental pro-forma information as if the 2021 acquisitions had occurred on December 29, 2019.
−Removed: The pro-forma consolidated results are not necessarily indicative of what the Company’s consolidated net sales and net earnings would have been had the Company completed the acquisitions on the aforementioned date.
−Removed: In addition, the pro-forma consolidated results do not purport to project the future results of the Company.
−Removed: (Millions of Dollars, except per share amounts) 2022 2021
−Removed: Net sales $ 16,947.4 $ 17,890.8
−Removed: Net earnings from continuing operations attributable to common shareowners - Diluted 318.3 1,666.0
−Removed: Diluted earnings per share of common stock - Continuing operations $ 2.03 $ 10.10
−Removed: 2022 Pro-forma Results
−Removed: The 2022 pro-forma results were calculated by combining the actual results of Stanley Black & Decker, Inc.
−Removed: for the year ended December 31, 2022, inclusive of the results of MTD and Excel, with the following adjustment:
−Removed: • Because the 2021 acquisitions were assumed to occur on December 29, 2019, there were no acquisition-related costs or inventory step-up charges factored into the 2022 pro-forma period, as such expenses would have occurred in the first year following the assumed acquisition date.
−Removed: 2021 Pro-forma Results
−Removed: The 2021 pro-forma results were calculated by combining the results of Stanley Black & Decker, Inc.
−Removed: with the stand-alone results of the 2021 acquisitions for their respective pre-acquisition period.
−Removed: Accordingly, the following adjustments were made:
−Removed: • 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 acquisition accounting that would have been incurred from January 2, 2021 to the acquisition dates.
−Removed: • Because the 2021 acquisitions were assumed to occur on December 29, 2019, there were no acquisition-related costs or inventory step-up charges factored into the 2021 pro-forma year, as such expenses would have occurred in the first year following the assumed acquisition date.
−Removed: • Because the MTD acquisition was assumed to occur on December 29, 2019, the gain on investment and remeasurement of the Craftsman contingent consideration liability due to additional forecasted Craftsman sales resulting from the acquisition of MTD was not factored into the 2021 pro-forma year, as such gain and expense would have occurred in the first year following the assumed acquisition date.
GOODWILL AND INTANGIBLE ASSETS
1 unchanged sentence
(Millions of Dollars) Tools & Outdoor Industrial Total
−Removed: Balance January 1, 2022 $ 5,973.7 $ 2,617.0 $ 8,590.7
−Removed: Acquisitions 90.5 — 90.5
−Removed: Foreign currency translation and other ( 124.5 ) ( 54.0 ) ( 178.5 )
Balance December 31, 2022 $ 5,939.7 $ 2,563.0 $ 8,502.7
2 unchanged sentences
Balance December 30, 2023 $ 5,976.3 $ 2,019.6 $ 7,995.9
−Removed: As previously discussed, in December 2023, the Company entered into an agreement to sell its Infrastructure business.
−Removed: As a result, $ 540.5 million of goodwill was reclassified to assets held for sale as of December 30, 2023, and was included in the determination of the impairment charge recorded in the fourth quarter of 2023 to adjust the carrying amount of Infrastructure’s long-lived assets to its estimated fair value less selling costs.
−Removed: In 2022, $ 39.0 million of goodwill was allocated to the Oil & Gas business based on the relative fair value of the business disposed, and was included in the determination of the impairment charge recorded relating to the Oil & Gas business.
−Removed: Refer to Note T, Divestitures , for further discussion.
−Removed: As required by the Company's policy, the Company performed its annual goodwill impairment testing in the third quarter of 2023 and determined that the fair values of each of its reporting units exceeded their respective carrying amounts.
−Removed: The Company assessed the fair values of its three reporting units utilizing a discounted cash flow valuation model.
+Added: Foreign currency translation and other ( 67.1 ) ( 23.3 ) ( 90.4 )
+Added: Balance December 28, 2024 $ 5,909.2 $ 1,996.3 $ 7,905.5
+Added: Goodwill totaling $ 540.5 million relating to the Infrastructure business was reclassified to assets held for sale as of December 30, 2023.
+Added: The Infrastructure goodwill amount was included in the determination of the impairment charge recorded in the fourth quarter of 2023 and the first quarter of 2024 to adjust the carrying amount of Infrastructure’s long-lived assets to its estimated fair value less selling costs prior to the sale of the business in the second quarter of 2024.
+Added: Refer to Note S, Divestitures , for further discussion.
+Added: As required by the Company's policy, the Company performed its annual goodwill impairment testing in the third quarter of 2024.
+Added: The Company assessed the fair values of its two reporting units utilizing a discounted cash flow valuation model.
The key assumptions used were discount rates and perpetual growth rates applied to cash flow projections.
1 unchanged sentence
These assumptions contemplated business, market and overall economic conditions.
−Removed: As previously disclosed in the Company's Form 10-Q for the third quarter of 2023, the fair value of the Engineered Fastening reporting unit exceeded its carrying amount by 16 %.
−Removed: In connection with the preparation of the Consolidated Financial Statements for the year ended December 30, 2023, the Company performed an updated impairment analysis with respect to the Engineered Fastening reporting unit, which included approximately $ 2.020 billion of goodwill at year-end.
−Removed: The key assumptions applied to the updated cash flow projections for the Engineered Fastening reporting unit included a 10.0 % discount rate, near-term revenue growth rates over the next six years , which represented a compound annual growth rate of approximately 5 %, and a 3 % perpetual growth rate.
−Removed: Based on this analysis, it was determined that the fair value of the Engineering Fastening reporting unit exceeded its carrying amount by 22 %.
−Removed: The increase in excess fair value is reflective of a slightly more favorable long-term outlook based on 2023 results and a lower carrying value driven by working capital reductions.
−Removed: Management remains confident in the long-term viability and success of the Engineered Fastening reporting unit, particularly given its market position, growth prospects, such as automotive electrification and the aerospace market recovery, and geographies served.
+Added: Based on the results of the annual impairment testing performed in the third quarter of 2024, the Company determined that the fair values of each of its reporting units exceeded their respective carrying amounts.
INTANGIBLE ASSETS — Definite-lived intangible assets at December 28, 2024 and December 30, 2023 were as follows:
9 unchanged sentences
Total $ 2,927.8 $ ( 1,544.4 ) $ 2,958.4 $ ( 1,405.2 )
−Removed: Net intangible assets totaling $ 214.3 million were reclassified to assets held for sale as of December 30, 2023 related to the pending divestiture of the Infrastructure business.
+Added: Net intangibles totaling $ 214.3 million were reclassified to assets held for sale as of December 30, 2023 related to the divestiture of the Infrastructure business.
Indefinite-lived trade names totaled $ 2.348 billion at December 28, 2024 and $ 2.396 billion at December 30, 2023.
−Removed: The year-over-year change is primarily due to a $ 124.0 million pre-tax, non-cash impairment charge , as discussed below, partially offset by currency fluctuations.
+Added: The year-over-year change is primarily due to a $ 41.0 million pre-tax, non-cash impairment charge, as discussed below, as well as currency fluctuations.
As required by the Company’s policy, the Company tested its indefinite-lived trade names for impairment during the third quarter of 2024 utilizing a discounted cash flow model.
The key assumptions used included discount rates, royalty rates, and perpetual growth rates applied to the projected sales.
−Removed: With the exception of the Irwin and Troy-Bilt trade names discussed below, the Company determined that the fair values of its indefinite-lived trade names exceeded their respective carrying amounts.
−Removed: During the third quarter of 2023, as a result of new leadership within the Tools & Outdoor segment, the Company reviewed its brand portfolio resulting in a decision to shift prioritization and investment to its major brands, while leveraging certain of its specialty brands in a more focused manner.
−Removed: As a result of this shift in brand prioritization, the Company recognized a $ 124.0 million pre-tax, non-cash impairment charge related to the Irwin and Troy-Bilt trade names in the third quarter of 2023.
+Added: With the exception of the Lenox trade name discussed below, the Company determined that the fair values of its indefinite-lived trade names exceeded their respective carrying amounts.
+Added: During 2024, the Company continued its brand prioritization and investment strategy for its major brands, while leveraging certain of its specialty brands in a more focused manner.
+Added: As a result of these ongoing brand prioritization efforts, the Company recognized a $ 41.0 million pre-tax, non-cash impairment charge related to the Lenox trade name in the third quarter of 2024.
+Added: Subsequent to this impairment charge, the carrying value of the Lenox trade name totaled $ 115.0 million.
+Added: During the third quarter of 2023, the Company recognized a $ 124.0 million pre-tax, non-cash impairment charge related to the Irwin and Troy-Bilt trade names.
Subsequent to this impairment charge, the carrying value of the Irwin and Troy-Bilt trade names totaled $ 113.0 million.
−Removed: The Company intends to continue utilizing these trade names, which accounted for less than 5 % of 2023 net sales for the Tools & Outdoor segment, indefinitely in more focused product categories and end markets.
+Added: The Company intends to continue utilizing these trade names indefinitely, which represented approximately 6 % of 2024 net sales for the Tools & Outdoor segment.
Intangible assets amortization expense by segment was as follows:
2 unchanged sentences
Industrial 61.6 89.6 94.4
−Removed: Discontinued Operations — — 39.1
Consolidated $ 163.2 $ 192.7 $ 202.5
19 unchanged sentences
December 28, 2024 December 30, 2023
−Removed: (Millions of Dollars) Interest Rate Notional Value Unamortized Discount Unamortized Gain (Loss) Terminated Swaps 1
−Removed: Purchase Accounting FV Adjustment Deferred Financing Fees Carrying Value Carrying Value
+Added: (Millions of Dollars) Interest Rate Notional Value Carrying Value 1
+Added: Carrying Value 1
Notes payable due 2025 2.30 % $ 500.0 $ 499.9 $ 498.7
14 unchanged sentences
Other, payable in varying amounts 2025 through 2026 4.23 %- 4.31 %
−Removed: 1.8 — — — — 1.8 3.0
Total long-term debt, including current maturities $ 6,151.8 $ 6,103.0 $ 6,102.1
1 unchanged sentence
Long-term debt $ 5,602.6 $ 6,101.0
−Removed: 1 Unamortized gain (loss) associated with interest rate swaps are more fully discussed in Note I, Financial Instruments.
+Added: 1 Carrying values are net of unamortized discounts, deferred issuance costs, unamortized terminated swaps and purchase accounting fair value adjustments.
As of December 28, 2024, the total aggregate annual principal maturities of long-term debt for the next five years and thereafter are as follows:
−Removed: $ 1.1 million in 2024, $ 500.5 million in 2025, $ 902.8 million in 2026, $ 1,100.0 million in 2028, and $ 3,650.0 million thereafter.
−Removed: There are immaterial principal maturities of long-term debt in 2027.
−Removed: These maturities represent the principal amounts to be paid and accordingly exclude the remaining $ 10.1 million of unamortized fair value adjustments made in acquisition accounting, which increased the Black & Decker note payable due 2028 and MTD notes payable due 2026 and 2028, as well as a net loss of $ 25.6 million pertaining to unamortized termination gains and losses on interest rate swaps and unamortized discounts on the notes as described in Note I, Financial Instruments, and $ 36.8 million of unamortized deferred financing fees.
+Added: $ 500.4 million in 2025, $ 901.4 million in 2026, $ 1,100.0 million in 2028, and $ 3,650.0 million beyond 2029.
+Added: These maturities represent the principal amounts to be paid and accordingly exclude the remaining $ 7.5 million of unamortized fair value adjustments made in acquisition accounting, which increased the Black & Decker note payable due 2028 and MTD notes payable due 2026 and 2028, as well as $ 4.8 million of unamortized discounts, a net loss of $ 19.3 million pertaining to unamortized termination gains and losses on interest rate swaps (as described in Note H, Financial Instruments), and $ 32.2 million of unamortized deferred financing fees.
In March 2023, the Company issued $ 350.0 million of senior unsecured term notes maturing March 6, 2026 ("2026 Term Notes") and $ 400.0 million of senior unsecured term notes maturing March 6, 2028 (“2028 Term Notes”).
2 unchanged sentences
The Company used the net proceeds from the offering for general corporate purposes, including repayment of indebtedness under the commercial paper program.
−Removed: In February 2022, the Company issued $ 500.0 million of senior unsecured term notes maturing February 24, 2025 ("2025 Term Notes") and $ 500.0 million of senior unsecured term notes maturing May 15, 2032 (“2032 Term Notes”).
−Removed: The 2025 Term Notes accrue interest at a fixed rate of 2.3 % per annum and the 2032 Term Notes at a fixed rate of 3.0 % per annum, with interest payable semi-annually in arrears, and rank equally in right of payment with all of the Company's existing and future unsecured unsubordinated debt.
−Removed: The Company received total net proceeds from this offering of approximately $ 992.6 million, net of approximately $ 7.4 million of underwriting expenses and other fees associated with the transaction.
−Removed: The Company used the net proceeds from the offering for general corporate purposes, including repayment of indebtedness under the commercial paper program.
Commercial Paper and Credit Facilities
The Company has a $ 3.5 billion commercial paper program which includes Euro denominated borrowings in addition to U.S.
+Added: As of December 28, 2024, the Company had no commercial paper borrowings outstanding.
As of December 30, 2023, the Company had commercial paper borrowings outstanding of $ 1.1 billion, of which $ 399.7 million in Euro denominated commercial paper was designated as a net investment hedge.
−Removed: Refer to Note I, Financial Instruments , for further discussion.
−Removed: As of December 31, 2022, the Company had commercial paper borrowings outstanding of $ 2.1 billion, which did not include any Euro denominated commercial paper.
−Removed: The Company has a five-year $ 2.5 billion committed credit facility (the “ 5 -Year Credit Agreement”).
+Added: Refer to Note H, Financial Instruments , for further discussion.
+Added: In June 2024, the Company amended and restated its existing five-year $ 2.5 billion committed credit facility with the concurrent execution of a new five-year $ 2.25 billion committed credit facility (the “ 5 -Year Credit Agreement”).
Borrowings under the 5 -Year Credit Agreement may be made in U.S.
Dollars, Euros or Pounds Sterling.
−Removed: A sub-limit amount of $ 814.3 million is designated for swing line advances which may be drawn in Euros pursuant to the terms of the 5 -Year Credit Agreement.
+Added: A sub-limit of an amount equal to the Euro equivalent of $ 800.0 million is designated for swing line advances.
Borrowings bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and specific terms of the 5 -Year Credit Agreement.
−Removed: The Company must repay all advances under the 5 -Year Credit Agreement by the earlier of September 8, 2026 or upon termination.
+Added: The Company must repay all advances under the 5 -Year Credit Agreement by the earlier of June 28, 2029 or upon termination.
The 5 -Year Credit Agreement is designated to be a liquidity back-stop for the Company's $ 3.5 billion U.S.
−Removed: Dollar and Euro commercial paper program.
−Removed: As of December 30, 2023 and December 31, 2022, the Company had not drawn on its five-year committed credit facility.
−Removed: In September 2023, the Company terminated its $ 1.5 billion syndicated 364 -Day Credit Agreement (the "Syndicated 364 -Day Credit Agreement") dated September 2022, as amended.
+Added: Dollar and Euro
+Added: commercial paper program.
+Added: As of December 28, 2024 and December 30, 2023, the Company had no t drawn on its five-year committed credit facility.
+Added: In June 2024, the Company terminated its 364 -Day $ 1.5 billion committed credit facility ("the 2023 Syndicated 364 -Day Credit Agreement") dated September 2023.
There were no outstanding borrowings under the 2023 Syndicated 364 -Day Credit Agreement upon termination and as of December 30, 2023.
2 unchanged sentences
Dollars or Euros and bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and pursuant to the terms of the 2024 Syndicated 364 -Day Credit Agreement.
−Removed: The Company must repay all advances under the 2023 Syndicated 364 -Day Credit Agreement by the earlier of September 4, 2024 or upon termination.
+Added: The Company must repay all advances under the 2024 Syndicated 364 -Day Credit Agreement by the earlier of June 27, 2025 or upon termination.
The Company may, however, convert all advances outstanding upon termination into a term loan that shall be repaid in full no later than the first anniversary of the termination date provided that the Company, among other things, pays a fee to the administrative agent for the account of each lender.
2 unchanged sentences
As of December 28, 2024, the Company had no t drawn on its 2024 Syndicated 364 -Day Credit Agreement .
−Removed: In September 2023, the Company terminated its $ 0.5 billion revolving credit loan (the "Club 364 -Day Credit Agreement") dated September 2022, as amended.
−Removed: There were no outstanding borrowings under the Club 364 -Day Credit Agreement upon termination and as of December 31, 2022.
−Removed: In addition, the Company has other short-term lines of credit that are primarily uncommitted, with numerous banks, aggregating to $ 251.6 million, of which $ 154.7 million was available at December 30, 2023.
−Removed: Approximately $ 96.9 million of the short-term credit lines were utilized primarily pertaining to outstanding letters of credit for which there are no required or reported debt balances.
+Added: In addition, the Company has other short-term lines of credit that are primarily uncommitted, with numerous banks, aggregating to $ 296.2 million, of which $ 205.7 million was available at December 28, 2024 and $ 90.5 million of the short-term credit lines were utilized primarily pertaining to outstanding letters of credit for which there are no required or reported debt balances.
Short-term arrangements are reviewed annually for renewal.
At December 28, 2024, the aggregate amount of short-term and long-term committed and uncommitted lines of credit was approximately $ 3.8 billion.
−Removed: In addition, at December 30, 2023, $ 1.1 billion was recorded as short-term commercial paper borrowings.
The weighted-average interest rates on U.S.
dollar denominated short-term borrowings for the years ended December 28, 2024 and December 30, 2023 were 5.6 % and 5.1 %, respectively.
−Removed: The weighted-average interest rate on Euro denominated short-term borrowings for the year ended December 30, 2023 was 3.5 %.
−Removed: For the year ended December 31, 2022, the Company had not drawn on its Euro denominated short-term borrowings.
+Added: The weighted-average interest rates on Euro denominated short-term borrowings for the years ended December 28, 2024 and December 30, 2023 were 3.9 % and 3.5 %, respectively.
Interest paid relating to the Company's indebtedness, including long-term debt and commercial paper borrowings, during 2024, 2023 and 2022 amounted to $ 479.9 million, $ 531.5 million and $ 320.8 million, respectively.
−Removed: The Company has an interest coverage covenant that must be maintained to permit continued access to its committed credit facilities described above.
+Added: The 5 -Year Credit Agreement and the 2024 Syndicated 364 -Day Credit Agreement, as described above, contain customary affirmative and negative covenants, including but not limited to, maintenance of an interest coverage ratio.
The interest coverage ratio tested for covenant compliance compares adjusted Earnings Before Interest, Taxes, Depreciation and Amortization to adjusted net Interest Expense ("Adjusted EBITDA"/"Adjusted Net Interest Expense").
−Removed: In February 2023, the Company entered into an amendment to its 5 -Year Credit Agreement to:
−Removed: (a) amend the definition of Adjusted EBITDA to allow for additional adjustment addbacks, not to exceed $ 500 million in the aggregate, for amounts incurred during each four fiscal quarter period beginning with the period ending in the third quarter of 2023 through the period ending in the second quarter of 2024, and (b) amend the minimum interest coverage ratio from 3.5 times to not less than 1.5 to 1.0 times computed quarterly, on a rolling twelve months (last twelve months) basis, for the period from and including the third quarter of 2023 through the second quarter of 2024.
−Removed: The minimum interest coverage ratio will revert back to
−Removed: 3.5 times for periods after the second quarter of 2024.
−Removed: The amended provisions described above also apply to the 2023 Syndicated 364 -Day Credit Agreement.
+Added: The Company must maintain, for each period of four consecutive fiscal quarters of the Company, an interest coverage ratio of not less than 3.50 to 1.00, provided that the Company is only required to maintain an interest coverage ratio of not less than (i) 1.50 to 1.00 for any four fiscal quarter period ending on or before the end of the Company’s second fiscal quarter of 2024, and (ii) 2.50 to 1.00 for any four fiscal quarter period ending after the Company’s second fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025.
+Added: For purposes of calculating the Company’s compliance with the interest coverage ratio, as defined in each credit agreement, the Company is permitted to increase EBITDA to allow for additional adjustment addbacks incurred prior to the end of the Company’s second fiscal quarter of 2025, provided that (A) the sum of the applicable adjustment addbacks incurred through and including the Company’s second fiscal quarter of 2024 may not exceed $ 500 million in the aggregate, and (B) the sum of the applicable adjustment addbacks incurred from the Company’s third fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025 may not exceed $ 250 million in the aggregate;
+Added: provided, further, that the sum of the applicable adjustment addbacks for any four consecutive fiscal quarter period may not exceed $ 500 million in the aggregate.
FINANCIAL INSTRUMENTS
2 unchanged sentences
If the Company elects to do so and if the instrument meets the criteria specified in ASC 815, Derivatives and Hedging , management designates its derivative instruments as cash flow hedges, fair value hedges or net investment hedges.
−Removed: Generally, commodity price exposures are not hedged with derivative financial instruments and instead are actively managed through customer pricing initiatives, procurement-driven cost reduction initiatives and other productivity improvement projects.
+Added: Generally, commodity price exposures are not hedged with derivative financial instruments and instead are actively managed through
+Added: customer pricing initiatives, procurement-driven cost reduction initiatives and other productivity improvement projects.
Financial instruments are not utilized for speculative purposes.
18 unchanged sentences
As of December 28, 2024 and December 30, 2023, there were no assets that had been posted as collateral related to the above mentioned financial instruments.
−Removed: Cash flows related to derivatives, including those that are separately discussed below, resulted in net cash paid of $ 30.1 million in 2023, net cash received of $ 86.2 million in 2022, and net cash paid of $ 166.8 million in 2021.
+Added: Cash flows related to derivatives, including those that are separately discussed below, resulted in net cash paid of $ 0.1 million in 2024, net cash paid of $ 30.1 million in 2023, and net cash received of $ 86.2 million in 2022.
CASH FLOW HEDGES — There were after-tax mark-to-market losses of $ 16.7 million and $ 42.5 million as of December 28, 2024 and December 30, 2023, respectively, reported for cash flow hedge effectiveness in Accumulated other comprehensive loss.
−Removed: An after-tax loss of $ 4.9 million is expected to be reclassified to earnings as the hedged transactions occur or as amounts are amortized within the next twelve months.
+Added: An after-tax gain o f $ 7.4 million is expected to be reclassified to earnings as the hedged transactions occur or as amounts are amortized within the next twelve months.
The ultimate amount recognized will vary based on fluctuations of the hedged currencies and interest rates through the maturity dates.
41 unchanged sentences
For 2024, after-tax losses of $ 1.5 million were reclassified from Accumulated other comprehensive loss into earnings (inclusive of the gain/loss amortization on terminated derivative instruments) during the periods in which the underlying hedged transactions affected earnings.
−Removed: After-tax gains of $ 26.4 million and after-tax losses of $ 17.0 million were reclassified in 2022 and 2021, respectively.
+Added: After-tax losses o f $ 3.6 million and after-tax gains of $ 26.4 million were reclassified in 2023 and 2022, respectively.
Interest Rate Contracts:
4 unchanged sentences
During 2021, the Company entered into forward starting interest rate swaps totaling $ 400.0 million to offset expected variability on future interest rate payments associated with debt instruments expected to be issued in the future.
−Removed: During 2022, these swaps were terminated resulting in a gain of $ 22.7 million which is recorded in Accumulated other comprehensive loss and is being amortized to interest expense over future periods.
+Added: During 2022, these swaps were terminated resulting in a gain of $ 22.7 million which was recorded in Accumulated other comprehensive loss and is being amortized to interest expense over future periods.
Forward Contracts:
5 unchanged sentences
At December 28, 2024 and December 30, 2023, the notional value of forward currency contracts outstanding is 537.8 million, maturing in 2025, and $ 300.0 million, maturing in 2024, respectively.
+Added: In February 2025, the Company entered into forward currency contracts with notional values totaling $ 85 million, maturing in 2025.
FAIR VALUE HEDGES
28 unchanged sentences
As of December 28, 2024 and December 30, 2023, the Company did not have any net investment hedges with a notional value outstanding.
−Removed: As of December 30, 2023, the Company had Euro denominated commercial paper with a value of $ 399.7 million, maturing in 2024, hedging a portion of the Company's Euro denominated net investments.
As of December 28, 2024, the Company did not have any Euro denominated commercial paper.
−Removed: Maturing foreign exchange contracts resulted in no cash paid or received in 2023, net cash received of $ 10.6 million during 2022 and net cash paid of $ 55.1 million during 2021.
+Added: As of December 30, 2023, the Company had Euro denominated commercial paper with a value of $ 399.7 million, which matured in 2024, hedging a portion of the Company's Euro denominated net investments.
+Added: Maturing foreign exchange contracts resulted in no cash paid or received in 2024 and 2023, and net cash received of $ 10.6 million during 2022.
Gains and losses on net investment hedges remain in Accumulated other comprehensive loss until disposal of the underlying assets.
7 unchanged sentences
Forward Contracts $ 0.4 $ — Other, net $ — $ —
−Removed: Cross Currency Swap $ ( 1.2 ) $ 2.5 Other, net $ 1.5 $ 1.5
Non-derivative designated as Net Investment Hedge $ ( 12.0 ) $ — Other, net $ — $ —
9 unchanged sentences
The total notional amount of the forward contracts outstanding at December 30, 2023 was $ 1.0 billion maturing on various dates through 2024.
−Removed: The gain (loss) recorded in the Consolidated Statements of Operations from changes in the fair value related to derivatives not designated as
−Removed: hedging instruments under ASC 815 for 2023, 2022 and 2021 is as follows:
+Added: The gain (loss) recorded in the Consolidated Statements of Operations from changes in the fair value related to derivatives not designated as hedging instruments under ASC 815 for 2024, 2023 and 2022 is as follows:
(Millions of Dollars) Income Statement
2 unchanged sentences
CAPITAL STOCK
−Removed: EARNINGS PER SHARE — The following table reconciles net (loss) earnings attributable to common shareowners and the weighted-average shares outstanding used to calculate basic and diluted (loss) earnings per share for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022.
+Added: EARNINGS PER SHARE — The following table reconciles net earnings (loss) attributable to common shareowners and the weighted-average shares outstanding used to calculate basic and diluted earnings (loss) per share for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022.
2024 2023 2022
Numerator (in millions):
−Removed: Net (Loss) Earnings from Continuing Operations Attributable to Common Shareowners $ ( 281.7 ) $ 164.3 $ 1,538.3
+Added: Net Earnings (Loss) from Continuing Operations Attributable to Common Shareowners $ 286.3 $ ( 281.7 ) $ 164.3
Contract adjustment payments accretion — — 1.2
−Removed: Net (Loss) Earnings from Continuing Operations Attributable to Common Shareowners - Diluted ( 281.7 ) 165.5 1,539.6
−Removed: Net (loss) earnings from discontinued operations ( 28.8 ) 892.4 136.7
−Removed: Net (Loss) Earnings Attributable to Common Shareowners - Diluted $ ( 310.5 ) $ 1,057.9 $ 1,676.3
+Added: Net Earnings (Loss) from Continuing Operations Attributable to Common Shareowners - Diluted 286.3 ( 281.7 ) 165.5
+Added: Net earnings (loss) from discontinued operations 8.0 ( 28.8 ) 892.4
+Added: Net Earnings (Loss) Attributable to Common Shareowners - Diluted $ 294.3 $ ( 310.5 ) $ 1,057.9
2024 2023 2022
3 unchanged sentences
Diluted weighted-average shares outstanding 151,297 149,751 156,553
−Removed: (Loss) earnings per share of common stock:
−Removed: Basic (loss) earnings per share of common stock:
+Added: Earnings (loss) per share of common stock:
+Added: Basic earnings (loss) per share of common stock:
Continuing operations $ 1.90 $ ( 1.88 ) $ 1.11
Discontinued operations $ 0.05 $ ( 0.19 ) $ 6.02
−Removed: Total basic (loss) earnings per share of common stock $ ( 2.07 ) $ 7.13 $ 10.55
−Removed: Diluted (loss) earnings per share of common stock:
+Added: Total basic earnings (loss) per share of common stock $ 1.96 $ ( 2.07 ) $ 7.13
+Added: Diluted earnings (loss) per share of common stock:
Continuing operations $ 1.89 $ ( 1.88 ) $ 1.06
Discontinued operations $ 0.05 $ ( 0.19 ) $ 5.70
−Removed: Total diluted (loss) earnings per share of common stock $ ( 2.07 ) $ 6.76 $ 10.16
+Added: Total diluted earnings (loss) per share of common stock $ 1.95 $ ( 2.07 ) $ 6.76
The following weighted-average stock options were not included in the computation of weighted-average diluted shares outstanding because the effect would be anti-dilutive (in thousands):
4 unchanged sentences
The shares associated with the forward stock purchase contracts component of the 2019 Equity Units were reflected in diluted earnings per share using the if-converted method.
−Removed: Upon the adoption of ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and
−Removed: Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , in the first quarter of 2022, the common shares that would be required to settle the applicable conversion value of the Series D Preferred Stock were included in the denominator of diluted earnings per share using the if-converted method through the date of redemption as discussed below.
+Added: Upon the adoption of ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , in the first quarter of 2022, the common shares that would be required to settle the applicable conversion value of the Series D Preferred Stock were included in the denominator of diluted earnings per share using the if-converted method through the date of redemption as discussed below.
In accordance with the standard, the Company increased weighted-average shares outstanding used to calculate diluted earnings per share for the year ended December 31, 2022 by 3.6 million shares.
1 unchanged sentence
Upon completion of the remarketing, the holders of the 2019 Equity Units received 4,723,500 common shares and the Company issued 750,000 shares of Remarketed Series D Preferred Stock.
−Removed: Holders of the Remarketed Series D Preferred Stock were entitled to receive cumulative dividends, if declared by the Board of Directors, at an initial fixed rate equal to 7.5 % per annum of the $ 1,000 per share liquidation preference (equivalent to $ 75.00 per annum per share).
+Added: Holders of the Remarketed Series D Preferred Stock were entitled to receive cumulative dividends, if declared by the Board of Directors, at an initial fixed rate equal to 7.5 % per annum of the $ 1,000 per share liquidation preference (equivalent to
+Added: $ 75.00 per annum per share).
On November 15, 2022, the Company informed holders that it would redeem all outstanding shares of the Remarketed Series D Preferred Stock on December 22, 2022 at $ 1,007.71 per share in cash, which was equal to 100 % of the liquidation preference of a share of Remarketed Series D Preferred Stock, plus accumulated and unpaid dividends to, but excluding December 22, 2022.
In December 2022, the Company redeemed the Remarketed Series D Preferred Stock, paying $ 750 million in cash.
−Removed: In May 2017, the Company issued Equity Units with a total notional value of $ 750.0 million (“2017 Equity Units”).
−Removed: Each unit consisted of a three-year forward stock purchase contract (“2020 Purchase Contracts”) for the purchase of a variable number of shares of common stock, for a price of $ 100 , and a 10 % beneficial ownership interest in one share of 0 % Series C Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $ 1,000 per share (“Series C Preferred Stock”).
−Removed: In May 2020, the Company successfully remarketed the Series C Preferred Stock (the “Remarketed Series C Preferred Stock”) resulting in cash proceeds of $ 750.0 million.
−Removed: Upon completion of the remarketing, the holders of the 2017 Equity Units received 5,463,750 common shares and the Company issued 750,000 shares of Remarketed Series C Preferred Stock, without par, with a liquidation preference of $ 1,000 per share.
−Removed: Holders of the Remarketed Series C Preferred Stock were entitled to receive cumulative dividends, if declared by the Board of Directors, at an initial fixed rate equal to 5.0 % per annum of the $ 1,000 per share liquidation preference (equivalent to $ 50.00 per annum per share).
−Removed: Dividends were cumulative on the $ 1,000 liquidation preference per share and were payable, as declared by the Board of Directors, quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on August 15, 2020.
−Removed: Dividends accrued on the Remarketed Series C Preferred Stock reduced net earnings for purposes of calculating earnings per share.
−Removed: On April 28, 2021, the Company informed holders that it would redeem all outstanding shares of the Remarketed Series C Preferred Stock on June 3, 2021 at $ 1,002.50 per share in cash, which was equal to 100 % of the liquidation preference of a share of Remarketed Series C Preferred Stock, plus accumulated and unpaid dividends to, but excluding June 3, 2021.
−Removed: If a holder elected to convert its shares of Remarketed Series C Preferred Stock prior to June 3, 2021, the Company elected a combination settlement with a specified cash amount of $ 1,000 per share.
−Removed: In June 2021, the Company redeemed the Remarketed Series C Preferred Stock and settled all conversions, paying $ 750 million in cash and issuing 1,469,055 common shares.
−Removed: The conversion rate used was 6.7548 (equivalent to a conversion price set at $ 148.04 per common share).
−Removed: Prior to the Series C redemption date, the Remarketed Series C Preferred Stock was excluded from the denominator of the diluted earnings per share calculation on the basis that the Remarketed Series C Preferred Stock would be settled in cash except to the extent that the conversion value exceeded its liquidation preference.
−Removed: Therefore, before any redemption or conversion, the common shares that would be required to settle the applicable conversion value in excess of the liquidation preference were included in the denominator of diluted earnings per share in periods in which they were dilutive.
COMMON STOCK ACTIVITY — Common stock activity for 2024, 2023 and 2022 was as follows:
6 unchanged sentences
Outstanding, less shares subject to the forward share purchase contract 150,727,423 149,974,578 149,338,020
−Removed: In March 2022, the Company executed accelerated share repurchase ("ASR") agreements with a notional amount of $ 2.0 billion, which was funded through borrowings under one of its existing 364-Day committed credit facilities.
+Added: In March 2022, the Company executed accelerated share repurchase ("ASR") agreements with a notional amount of $ 2.0 billion, which was funded through borrowings under one of its then existing 364-Day committed credit facilities.
The ASR terms provided for an initial delivery of 85 % of the total notional share equivalent at execution or 10,756,770 shares of common stock.
3 unchanged sentences
Upon completion of the remarketing of the Series D Preferred Stock in November 2022, the holders of the 2019 Equity Units received 4,723,500 common shares and the Company issued 750,000 shares of Remarketed Series D Preferred Stock.
−Removed: In June 2021, the Company redeemed the Remarketed Series C Preferred Stock and settled all conversions, paying $ 750 million in cash and issuing 1,469,055 common shares.
−Removed: In addition, the Company net-share settled the remaining capped call options on its common stock related to the Remarketed Series C Preferred Stock and received 344,004 shares using an average reference price of $ 209.80 per common share.
In March 2015, the Company entered into a forward share purchase contract with a financial institution counterparty for 3,645,510 shares of common stock.
The contract obligates the Company to pay $ 350.0 million, plus an additional amount related to the forward component of the contract.
−Removed: In November 2022, the Company amended the forward share purchase contract and updated the final settlement date to November 2024, or earlier at the Company's option.
+Added: In June 2024, the Company amended the forward share purchase contract and updated the final settlement date to June 2026, or earlier at the Company's option.
The reduction of common shares outstanding was recorded at the inception of the forward share purchase contract in March 2015 and factored into the calculation of weighted-average shares outstanding at that time.
5 unchanged sentences
The plans provide for discretionary grants of stock options, restricted stock units and other stock-based awards.
−Removed: On February 16, 2022, the Board of Directors adopted the 2022 Omnibus Award Plan (the “2022 Plan”) and authorized the issuance of 9,800,000 shares of the Company’s common stock in connection with awards pursuant to the 2022 Plan and no further awards will be issued under the Company’s 2018 Omnibus Award Plan (the “2018 Plan”).
−Removed: As discussed further below, the Company has granted stock options, restricted share units and awards, performance stock units, and long-term performance awards, under the 2022 Plan and 2018 Plan to senior management employees and non-employee members of the Board of Directors.
+Added: On April 26, 2024, the Company’s shareholders approved the adoption of the 2024 Omnibus Award Plan (the “2024 Plan”), which was approved by the Board of Directors on February 27, 2024.
+Added: Subject to adjustment as provided in the 2024 Plan, up to an aggregate of (i) 9,320,000 shares of the Company’s common stock may be issued in connection with awards under the 2024 Plan, less (ii) the shares covered by awards granted under the 2022 Omnibus Award Plan (the “2022 Plan”) following December 31, 2023, plus (iii) any shares that become available for awards in accordance with the terms of the 2024 Plan, including as a result of forfeitures under the 2022 Plan or other prior plans.
+Added: No further awards will be issued under the Company's 2022 Plan.
+Added: As discussed further below, the Company has granted stock options, restricted share units and awards, performance stock units, and long-term performance awards, under the 2024 Plan, 2022 Plan and prior 2018 Omnibus Award Plan to senior management employees and non-employee members of the Board of Directors.
The plans are generally administered by the Compensation and Talent Development Committee of the Board of Directors, consisting of non-employee directors.
5 unchanged sentences
the dividend yield is computed as the annualized dividend rate at the date of the grant divided by the strike price of the stock option;
−Removed: the risk-free interest rate is based on U.S.
+Added: and the risk-free interest rate is based on U.S.
Treasury securities with maturities equal to the expected life of the option.
−Removed: and a forfeiture rate of eight to ten percent is assumed.
−Removed: The Company uses historical data in order to estimate forfeitures and holding period behavior for valuation purposes.
+Added: The Company uses historical data in order to estimate a forfeiture rate, which is generally eight to ten percent, and uses historical data, including holding period behavior, to determine the expected life for stock option valuation purposes.
The fair value of stock option grants is estimated on the date of grant using the Black-Scholes option pricing model.
24 unchanged sentences
When options are exercised, the related shares are issued from treasury stock.
−Removed: An excess tax benefit is generated on the extent to which the actual gain, or spread, an optionee receives upon exercise of an option exceeds the fair value determined at the grant date;
−Removed: that excess spread over the fai r value of the option times the applicable tax rate represents the excess tax benefit.
−Removed: During 2023 and 2022, the shortfall recognized was $ 0.1 million in both years.
−Removed: During 2021, the excess tax benefit arising from tax deductions in excess of recognized compensation cost totaled $ 14.1 million and was recorded in income tax expense.
+Added: During 2024, 2023, and 2022, the tax shortfall recognized was $ 0.3 million, $ 0.1 million, and $ 0.1 million, respectively and was recorded in income tax expens e.
Outstanding and exercisable stock option information at December 28, 2024 follows:
13 unchanged sentences
Compensation cost for new grants is recognized on a straight-line basis over the vesting period.
−Removed: The expense for retirement eligible employees (those aged 55 and over and with 10 or more years of service) is recognized by the date they become retirement eligible, as such employees may retain their options for the 10 -year contractual term in the event they retire prior to the end of the vesting period stipulated in the grant.
+Added: The expense for retirement eligible employees (as defined in Note A, Significant Accounting Policies ) is recognized by the date they become retirement eligible, as such employees may retain their options for the 10 -year contractual term in the event they retire prior to the end of the vesting period stipulated in the grant.
As of December 28, 2024, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $ 1.9 million and $ 1.2 million, respectively.
12 unchanged sentences
The weighted-average fair value of those purchase rights granted in 2024, 2023 and 2022 was $ 27.38 , $ 21.26 and $ 38.51 , respectively.
−Removed: Total compensation expense recognized for ESPP was $ 3.6 million in 2023, $ 3.3 million in 2022 and $ 4.4 million in 2021.
+Added: Total compensation expense recognized for ESPP was $ 3.7 million, $ 3.6 million, and $ 3.3 million in 2024, 2023, and 2022, respectively.
Restricted Share Units:
4 unchanged sentences
The related cash tax benefit received related to the shares that were delivered in 2024 was $ 10.1 million.
−Removed: The shortfall recognized in 2023 was $ 1.9 million .
−Removed: The shortfall recognized in 2022 was $ 3.6 million and the e xcess tax benefit recognized in 2021 was $ 2.5 million.
+Added: During 2024, 2023, and 2022, the tax shortfall recognized was $ 0.8 million, $ 1.9 million, and $ 3.6 million, respectively.
As of December 28, 2024, unrecognized compensation expense for RSUs amounted to $ 70.8 million and will be recognized over a weighted-average period of 1.4 years.
10 unchanged sentences
Prior to 2020, non-employee members of the Board of Directors received annual restricted share-based grants which must be cash settled, and accordingly mark-to-market accounting is applied.
−Removed: In 2023, the Company recognized $ 1.5 million of expense for these awards.
−Removed: In 2022 and 2021, the Company recognized $ 9.8 million of income and $ 1.1 million of expense for these awards, respectively.
+Added: In 2024, the Company recognized $ 0.9 million of income for these awards.
+Added: In 2023 and 2022, the Company recognized $ 1.5 million of expense and $ 9.8 million of income for these awards, respectively.
Beginning in 2020, the annual grant issued to non-employee members of the Board of Directors is stock settled.
6 unchanged sentences
The delivery of the shares related to the 2020 MICP-PSU grant occurred ratably in 2021, 2022, and 2023.
−Removed: The total shares delivered were based on actual 2020 performance in relation to the established goals.
−Removed: A summary of the activity pertaining to the maximum number of shares that may be issued is as follows:
−Removed: MICP PSUs Weighted-Average
−Removed: Date Fair Value
−Removed: Non-vested at December 31, 2022 67,698 $ 93.58
−Removed: Vested ( 67,698 ) 93.58
−Removed: Forfeited — —
−Removed: Non-vested at December 30, 2023 — $ —
+Added: The total shares delivered were based on actu al 2020 performance in relation to the established goals.
+Added: No additional MICP-PSUs have been granted under the MICP in 2022, 2023, or 2024.
Compensation cost for these performance awards was recognized ratably over the vesting term of three years .
Total income recognized in 2023 related to these MICP-PSUs approxi mated $ 5.0 million.
−Removed: The total expense recognized in 2022 and 2021 related to these MICP-PSUs approxi mated $ 9.1 million and $ 15.7 million, respectively.
−Removed: The related cash tax benefit received related to the shares that were delivered in 2023, 2022 and 2021 was $ 0.9 million, $ 3.6 million and $ 5.6 million, respectively.
+Added: The total expense recognized in 2022 related to these MICP-PSUs approxi mated $ 9.1 million.
+Added: The related cash tax benefit received related to the shares that were delivered in 2023 and 2022 was $ 0.9 million and $ 3.6 million, respectively.
+Added: There was no compensation cost for these performance awards recognized in 2024, as the 2020 MICP-PSUs were fully vested.
Long-Term Performance Awards:
−Removed: The Company has granted Long-Term Performance Awards (“LTIP”) under its 2022 Omnibus Award Plan and 2018 Omnibus Award Plan to senior management employees for achieving Company performance measures.
−Removed: Awards are payable in shares of common stock, which may be restricted if the employee has not achieved certain stock ownership levels, and generally no award is made if the employee terminates employment prior to the settlement date.
+Added: The Company has granted Long-Term Performance Awards (“LTIP”) under its 2022 Plan and 2018 Omnibus Award Plan to senior management employees for achieving Company performance measures.
+Added: Awards are payable in shares of common stock, which may be subject to restrictions if the employee has not achieved certain stock ownership levels, and generally no award is made if the employee terminates employment prior to the settlement date.
LTIP grants were made in 2022, 2023 and 2024.
−Removed: Each grant has two separate annual performance goals for each year within the respective three-year performance period and one market-based metric measured over the three-year performance period.
−Removed: For grants made in 2023, organic sales growth and cash flow return on investment represent 75 % of the grant value.
−Removed: For grants made in 2021 and 2022, earnings per share and cash flow return on investment represent 75 % of the grant value.
−Removed: For all years, the market-based metric, which represents 25 % of the total grant value, measures the Company’s common stock return relative to peers over the three-year performance period.
+Added: Each grant has two separate performance goals representing 75 % of the grant date value and one market-based metric representing 25 % of the grant date value.
+Added: For grants made in 2024 and 2023, the performance goals are relative organic sales growth measured over the three-year performance period and cash flow return on investment measured for each year within the three-year performance period.
+Added: For grants made in 2022, the annual performance goals were earnings per share and cash flow return on investment.
+Added: For all years, the market-based metric measures the Company’s common stock return relative to peers over the three-year performance period.
The ultimate delivery of shares will occur in 2025, 2026 and 2027 for the 2022, 2023 and 2024 grants, respectively.
Share settlements are based on actual performance in relation to these goals.
−Removed: In 2023, expense recognized for these performance awards amounted to $ 1.7 million.
−Removed: In 2022, income of $ 2.4 million was recognized related to these performance awards and in 2021 expense recognized for these performance awards amounted to $ 11.1 million.
+Added: Expense recognized for these performance awards was $ 9.7 million and $ 1.7 million in 2024 and 2023, respectively.
+Added: Income recognized for these performance awards in 2022 was $ 2.4 million.
With the exception of the market-based metric comprising 25 % of the award, in the event performance goals are not met, compensation cost is not recognized and any previously re cognized compensation cost is reversed.
The related cash tax benefit received related to the shares that were delivered in 2024, 2023, and 2022 was $ 0.1 million, $ 0.3 million and $ 1.3 million, respectively.
−Removed: The shortfall recognized in 2023 and 2022 was $ 0.5 million and less than $ 0.1 million, respectively.
−Removed: The excess tax benefit recognized in 2021 was $ 0.1 million.
+Added: The tax shortfall recognized in 2024, 2023 and 2022 was $ 0.5 million , $ 0.5 million and less than $ 0.1 million, respectively.
A summary of the activity pertaining to the maximum number of shares that may be issued is as follows:
9 unchanged sentences
(Millions of Dollars) Currency translation adjustment and other (Losses) gains on cash flow hedges, net of tax Gains (losses) on net investment hedges, net of tax Pension (losses) gains, net of tax Total
−Removed: Balance - January 1, 2022 $ ( 1,543.0 ) $ ( 49.8 ) $ 71.8 $ ( 324.6 ) $ ( 1,845.6 )
−Removed: Other comprehensive (loss) income before reclassifications ( 328.3 ) 31.7 3.7 73.4 ( 219.5 )
−Removed: Adjustments related to sales of businesses ( 36.1 ) — — — ( 36.1 )
−Removed: Reclassification adjustments to earnings — ( 26.4 ) ( 1.7 ) 9.8 ( 18.3 )
−Removed: Net other comprehensive (loss) income ( 364.4 ) 5.3 2.0 83.2 ( 273.9 )
Balance - December 31, 2022 $ ( 1,907.4 ) $ ( 44.5 ) $ 73.8 $ ( 241.4 ) $ ( 2,119.5 )
3 unchanged sentences
Balance - December 30, 2023 $ ( 1,832.3 ) $ ( 42.5 ) $ 64.9 $ ( 259.2 ) $ ( 2,069.1 )
+Added: Other comprehensive (loss) income before reclassifications ( 331.9 ) 24.3 13.5 35.0 ( 259.1 )
+Added: Adjustments related to sales of businesses ( 6.0 ) — — — ( 6.0 )
+Added: Reclassification adjustments to earnings — 1.5 — 11.8 13.3
+Added: Net other comprehensive (loss) income ( 337.9 ) 25.8 13.5 46.8 ( 251.8 )
+Added: Balance - December 28, 2024 $ ( 2,170.2 ) $ ( 16.7 ) $ 78.4 $ ( 212.4 ) $ ( 2,320.9 )
The Company uses the portfolio method for releasing the stranded tax effects from Accumulated other comprehensive loss.
2 unchanged sentences
Components of Accumulated other comprehensive loss Reclassification adjustments Reclassification adjustments Affected line item in Consolidated Statements of Operations
−Removed: Realized (losses) gains on cash flow hedges $ ( 0.6 ) $ 53.3 Cost of sales
+Added: Realized gains (losses) on cash flow hedges $ 2.0 $ ( 0.6 ) Cost of sales
Realized losses on cash flow hedges ( 6.1 ) ( 6.1 ) Interest expense
1 unchanged sentence
Tax effect 2.6 3.1 Income taxes
−Removed: Realized (losses) gains on cash flow hedges, net of tax $ ( 3.6 ) $ 26.4
−Removed: Realized gains on net investment hedges $ — $ 2.2 Other, net
−Removed: Tax effect — ( 0.5 ) Income taxes
−Removed: Realized gains on net investment hedges, net of tax $ — $ 1.7
+Added: Realized losses on cash flow hedges, net of tax $ ( 1.5 ) $ ( 3.6 )
Actuarial losses and prior service costs / credits $ ( 11.1 ) $ ( 11.1 ) Other, net
11 unchanged sentences
The employer match benefit totaled $ 31.7 million, $ 32.8 million and $ 32.2 million in 2024, 2023 and 2022, respectively.
−Removed: In addition, approximately 12,670 U.S.
+Added: In addition, 11,249 U.S.
salaried and non-union hourly employees are eligible to receive a non-contributory benefit under the Core benefit plan.
4 unchanged sentences
The Company made cash contributions totaling $ 72.6 million in 2024, $ 61.0 million in 2023 and $ 67.8 million in 2022.
−Removed: PENSION AND OTHER BENEFIT PLANS — The Company sponsors pension plans covering most domestic hourly and certain executive employees, and approximately 12,673 foreign employees.
+Added: PENSION AND OTHER BENEFIT PLANS — The Company sponsors pension plans covering most domestic hourly and certain executive employees, and 13,110 foreign employees.
Benefits are generally based on salary and years of service, except for U.S.
34 unchanged sentences
Amortization of prior service credit 0.1 0.1 —
−Removed: Actuarial (gain) loss amortization ( 1.4 ) ( 0.7 ) —
+Added: Actuarial gain amortization ( 1.4 ) ( 1.4 ) ( 0.7 )
Settlement / curtailment gain — — ( 0.4 )
4 unchanged sentences
(Millions of Dollars) 2024
−Removed: Current year actuarial loss $ 28.8
+Added: Current year actuarial gain $ ( 47.9 )
Amortization of actuarial loss ( 11.1 )
2 unchanged sentences
Currency / other ( 1.2 )
−Removed: Total gain recognized in Accumulated other comprehensive loss (pre-tax) $ 24.7
+Added: Total decrease recognized in Accumulated other comprehensive loss (pre-tax) $ ( 63.5 )
The changes in the pension and other post-retirement benefit obligations, fair value of plan assets, as well as amounts recognized in the Consolidated Balance Sheets, are shown below.
8 unchanged sentences
Settlements/curtailments — ( 5.6 ) ( 14.5 ) ( 7.6 ) — —
−Removed: Actuarial loss (gain) 40.2 ( 314.7 ) 26.6 ( 409.5 ) ( 2.3 ) ( 9.5 )
+Added: Actuarial (gain) loss ( 46.7 ) 40.2 ( 92.6 ) 26.6 ( 1.4 ) ( 2.3 )
Plan amendments 0.1 — 0.1 — — —
32 unchanged sentences
Actuarial gains and losses reflected in the table above are driven by changes in demographic experience, changes in assumptions, and differences in actual returns on investments compared to estimated returns from the prior year.
−Removed: For the year ended December 30, 2023, the increase in the benefit obligation is primarily driven by the decline in the single equivalent discount rate used to measure these obligations.
−Removed: These actuarial losses were partially offset by a slightly improved funded position, as the actual return on plan assets during the year exceeded the estimated return, along with updated mortality and inflation rate projections which slightly reduced the projected obligation.
+Added: For the year ended December 28, 2024, the decrease in the benefit obligation is primarily driven by the increase in the single equivalent discount rate used to measure these obligations as well as favorable changes in demographic experience.
+Added: These actuarial gains were partially offset as actual returns on plan assets during the year were lower than the estimated return.
The accumulated benefit obligation for all benefit plans was $ 1.868 billion at December 28, 2024 and $ 2.084 billion at December 30, 2023.
54 unchanged sentences
Corporate fixed income securities include publicly traded U.S.
−Removed: and foreign investment
−Removed: grade and to a small extent high yield securities.
+Added: and foreign investment grade and to a small extent high yield securities.
Assets held in insurance contracts are invested in the general asset pools of the various insurers, mainly debt and equity securities with guaranteed returns.
7 unchanged sentences
The Company’s target asset allocations include approximately 10 %- 30 % in equity securities, approximately 60 %- 80 % in fixed income securities and approximately 10 % in other securities.
−Removed: The funded status percentage (total plan assets divided by total projected benefit obligation) of all global pension plans was 87 % in 2023, 2022, and 2021.
+Added: The funded status percentage (total plan assets divided by total projected benefit obligation) of all global pension plans was 90 % in 2024, and 87 % in both 2023 and 2022.
CONTRIBUTIONS — The Company’s funding policy for its defined benefit plans is to contribute amounts determined annually on an actuarial basis to provide for current and future benefits in accordance with federal law and other regulations.
30 unchanged sentences
Derivative liabilities $ 11.8 $ — $ 11.8 $ —
−Removed: Non-derivative hedging instrument $ 399.7 $ — $ 399.7 $ —
Contingent consideration liability $ 167.4 $ — $ — $ 167.4
1 unchanged sentence
Money market fund $ 12.3 $ 12.3 $ — $ —
−Removed: Equity security $ 3.2 $ 3.2 $ — $ —
+Added: Non-derivative hedging instrument $ 399.7 $ — $ 399.7 $ —
Deferred compensation plan investments $ 20.2 $ 20.2 $ — $ —
9 unchanged sentences
The money market fund and other investments related to the West Coast Loading Corporation ("WCLC") trust are considered Level 1 instruments within the fair value hierarchy.
−Removed: The deferred compensation plan investments are considered Level 1 instruments and are recorded at their quoted market price.
+Added: The deferred compensation plan investments are considered Level 1
+Added: instruments and are recorded at their quoted market price.
The fair values of the derivative financial instruments in the table above are based on current settlement values.
−Removed: Prior to the sale of the equity security in the first quarter of 2023, it was considered a Level 1 instrument and was recorded at its quoted market price.
The long-term debt instruments are considered Level 2 instruments and are measured using a discounted cash flow analysis based on the Company’s marginal borrowing rates.
The differences between the carrying values and fair values of long-term debt are attributable to the stated interest rates differing from the Company's marginal borrowing rates.
−Removed: The fair values of the Company's variable rate short-term borrowings approximate their carrying values at December 30, 2023 and December 31, 2022.
+Added: The fair values of the Company's variable rate short-term borrowings approximated their carrying values at December 30, 2023.
As part of the Craftsman® brand acquisition in March 2017, the Company recorded a contingent consideration liability representing the Company's obligation to make future payments to Transform Holdco, LLC, which operates Sears and Kmart retail locations, of between 2.5 % and 3.5 % on sales of Craftsman products in new Stanley Black & Decker, Inc.
8 unchanged sentences
The Company's judgments used to determine the estimated contingent consideration liability discussed above, including estimated future sales projections, can materially impact the Company's results of operations.
−Removed: Refer to Note I, Financial Instruments , for more details regarding derivative financial instruments, Note S, Contingencies, for more details regarding the other investments related to the WCLC trust, and Note H, Long-Term Debt and Financing Arrangements , for more information regarding the carrying values of the long-term debt.
+Added: Refer to Note H, Financial Instruments , for more details regarding derivative financial instruments, Note R, Contingencies, for more details regarding the other investments related to the WCLC trust, and Note G, Long-Term Debt and Financing Arrangements , for more information regarding the carrying values of the long-term debt.
Non-Recurring Fair Value Measurements
−Removed: As previously discussed, the Company recorded an impairment charge in the fourth quarter of 2023 as a result of entering into an agreement to sell the Infrastructure business and an impairment charge in 2022 relating to the Oil & Gas business, both of which are considered Level 3 fair value measurements.
−Removed: Refer to Note T, Divestitures for further discussion.
−Removed: Furthermore, as previously discussed, the Company recorded an impairment charge in the third quarter of 2023 related to the Irwin and Troy-Bilt trade names, which is considered a Level 3 fair value measurement.
−Removed: Refer to Note F, Goodwill and Intangible Assets .
+Added: The Company recorded impairment charges in the first quarter of 2024 and the fourth quarter of 2023 to adjust the carrying amount of the long-lived assets of its Infrastructure business sold on April 1, 2024, which were considered Level 3 fair value measurements.
+Added: Refer to Note S, Divestitures for further discussion.
+Added: Additionally, the Company recorded an impairment charge in the third quarter of 2024 related to the Lenox trade name, which is considered a Level 3 fair value measurement.
+Added: Previously, the Company recorded an impairment charge in the third quarter of 2023 related to the Irwin and Troy-Bilt trade names, which is also considered a Level 3 fair value measurement.
+Added: Refer to Note E, Goodwill and Intangible Assets .
The Company had no other significant non-recurring fair value measurements, nor any other financial assets or liabilities measured using Level 3 inputs, during 2024 or 2023.
2 unchanged sentences
Other, net amounted to $ 448.8 million, $ 320.1 million and $ 274.8 million for fiscal years 2024, 2023 and 2022, respectively.
−Removed: The year-over-year increases are driven by higher pension and environmental remediation costs as well as write-downs on certain investments, partially offset by income related to providing transition services to previously divested businesses.
−Removed: Research and development costs, which are classified in SG&A, were $ 362.0 million, $ 357.4 million and $ 276.3 million for fiscal years 2023, 2022 and 2021, respectively.
+Added: The year-over-year increase in 2024 is primarily driven by an environmental remediation reserve adjustment relating to the Centredale site, as further discussed in Note R, Contingencies , partially offset by lower intangible asset amortization due to the divestiture of the Infrastructure business.
+Added: The year-over-year increase in 2023 was driven by higher pension and environmental remediation costs as well as write-downs on certain investments, partially offset by income related to providing transition services to previously divested businesses.
+Added: Research and development costs, which are classified in SG&A, were $ 328.8 million, $ 362.0 million and $ 357.4 million, or 2.1 %, 2.3 %, and 2.1 % of net sales, for fiscal years 2024, 2023 and 2022, respectively.
RESTRUCTURING CHARGES
5 unchanged sentences
Total $ 28.9 $ 99.9 $ ( 84.2 ) $ 0.8 $ 45.4
−Removed: During 2023, the Company recognized net restructuring charges of $ 39.4 million, primarily related to severance and facility closures associated with the footprint rationalization actions under the supply chain transformation.
+Added: During 2024, the Company recognized net restructuring charges of $ 99.9 million, primarily related to severance and facility closures associated with the supply chain transformation.
The majority of the $ 45.4 million of reserves remaining as of December 28, 2024 is expected to be utilized within the next 12 months.
8 unchanged sentences
The PTG product line includes both professional and consumer products.
−Removed: Professional products, primarily under the DEWALT® brand, include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders, as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, and concrete and masonry anchors.
−Removed: DIY and tradesperson focused products include corded and cordless electric power tools sold primarily under the CRAFTSMAN® brand, and consumer home products such as hand-held vacuums, paint tools and cleaning appliances primarily under the BLACK+DECKER® brand.
−Removed: The HTAS product line sells hand tools, power tool accessories and storage products.
−Removed: Hand tools include measuring, leveling and layout tools, planes, hammers, demolition tools, clamps, vises, knives, saws, chisels and industrial and automotive tools.
+Added: Professional products, primarily under the DEWALT® brand, include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers, sanders, and concrete prep and placement tools as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, and concrete and masonry anchors.
+Added: DIY and tradesperson focused products include corded and cordless electric power tools sold primarily under the CRAFTSMAN® and STANLEY® brands, consumer home products such as household power tools, hand-held vacuums, and small appliances primarily under the BLACK+DECKER® brand.
+Added: The HTAS product line sells hand tools, power tool accessories and storage products primarily under the DEWALT®, CRAFTSMAN®, and STANLEY® brands.
+Added: Hand tools include measuring, leveling and layout tools, planes, hammers, demolition tools, clamps, vises, knives, saws, chisels, material handling, and industrial and automotive tools.
Power tool accessories include drill bits, screwdriver bits, router bits, abrasives, saw blades and threading products.
−Removed: Storage products include tool boxes, sawhorses, medical cabinets and engineered storage solution products.
−Removed: The Outdoor product line primarily sells corded and cordless electric lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, pressure washers and related accessories, and gas powered lawn and garden products, including lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, utility terrain vehicles (UTVs), hand-held outdoor power equipment, garden tools, and parts and accessories to professionals and consumers under the DEWALT®, CRAFTSMAN®, CUB CADET®, BLACK+DECKER®, and HUSTLER® brand names.
−Removed: The Industrial segment is comprised of the Engineered Fastening and Infrastructure businesses.
+Added: Storage products include tool boxes, sawhorses, cabinets and engineered storage solution products.
+Added: The Outdoor product line primarily sells corded and cordless electric lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, pressure washers and related accessories, and gas powered lawn and garden products, including lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, hand-held outdoor power equipment, garden tools, and parts and accessories to professionals and consumers under the DEWALT®, CRAFTSMAN®, CUB CADET®, BLACK+DECKER®, and HUSTLER® brand names.
+Added: The Industrial segment is comprised of the Engineered Fastening business and the Infrastructure business prior to its sale in April 2024.
The Engineered Fastening business primarily sells highly engineered components such as fasteners, fittings and various engineered products, which are designed for specific application across multiple verticals.
The product lines include externally threaded fasteners, blind rivets and tools, blind inserts and tools, drawn arc weld studs and systems, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, high-strength structural fasteners, axel swage, latches, heat shields, pins, and couplings.
−Removed: The Infrastructure business designs, manufactures, and sells attachments, typically used on excavators, and handheld hydraulic and battery-powered tools for applications in infrastructure, construction, scrap recycling, demolition, and railroad infrastructure.
The Company utilizes segment profit, which is defined as net sales minus cost of sales and SG&A inclusive of the provision for credit losses (aside from corporate overhead expense), and segment profit as a percentage of net sales to assess the profitability of each segment.
2 unchanged sentences
Net sales and long-lived assets are attributed to the geographic regions based on the geographic locations of the end customer and the Company subsidiary, respectively.
+Added: The Company’s CODM is the President and Chief Executive Officer.
+Added: The CODM uses segment profit for each segment as part of the Company's annual operating plan and forecasting process.
+Added: The CODM monitors actual segment profit results relative to operating plan and forecast to assess the performance of the business and allocate resources.
BUSINESS SEGMENTS
(Millions of Dollars) 2024
−Removed: Tools & Outdoor $ 13,367.1 $ 14,423.7 $ 12,817.4
−Removed: Industrial 2,414.0 2,523.4 2,463.1
+Added: Tools & Outdoor Industrial Total
+Added: Net Sales $ 13,304.2 $ 2,061.5 $ 15,365.7
+Added: Cost of sales 9,404.0 1,452.0
+Added: Selling, general and administrative 2,702.8 354.6
+Added: Segment Profit $ 1,197.4 $ 254.9 $ 1,452.3
Corporate Overhead ( 270.6 )
−Removed: Consolidated $ 15,781.1 $ 16,947.4 $ 15,281.3
+Added: Other, net ( 448.8 )
+Added: Restructuring charges ( 99.9 )
+Added: Asset impairment charges ( 72.4 )
+Added: Interest income 179.1
+Added: Interest expense ( 498.6 )
+Added: Earnings from continuing operations before income taxes $ 241.1
+Added: (Millions of Dollars) 2023
+Added: Tools & Outdoor Industrial Total
+Added: Net Sales $ 13,367.1 $ 2,414.0 $ 15,781.1
+Added: Cost of sales 10,090.2 1,758.2
+Added: Selling, general and administrative 2,589.3 389.3
Segment Profit $ 687.6 $ 266.5 $ 954.1
−Removed: Tools & Outdoor $ 687.6 $ 971.9 $ 1,985.4
−Removed: Industrial 266.5 236.2 256.6
+Added: Corporate Overhead ( 312.2 )
+Added: Other, net ( 320.1 )
+Added: Loss on sales of businesses ( 10.8 )
+Added: Restructuring charges ( 39.4 )
+Added: Asset impairment charges ( 274.8 )
+Added: Interest income 186.9
+Added: Interest expense ( 559.4 )
+Added: Loss from continuing operations before income taxes $ ( 375.7 )
+Added: (Millions of Dollars) 2022
+Added: Tools & Outdoor Industrial Total
+Added: Net Sales $ 14,423.7 $ 2,523.4 $ 16,947.1
+Added: Cost of sales 10,803.9 1,862.6
+Added: Selling, general and administrative 2,647.9 424.6
Segment Profit $ 971.9 $ 236.2 $ 1,208.1
3 unchanged sentences
Restructuring charges ( 140.8 )
−Removed: Gain on equity method investment — — 68.0
Asset impairment charges ( 168.4 )
1 unchanged sentence
Interest expense ( 338.5 )
−Removed: (Loss) earnings from continuing operations before income taxes and equity interest $ ( 375.7 ) $ 37.9 $ 1,586.9
+Added: Earnings from continuing operations before income taxes $ 37.9
+Added: (Millions of Dollars) 2024 2023 2022
Capital and Software Expenditures
16 unchanged sentences
Corporate Overhead includes the corporate overhead element of SG&A, which is not allocated to the business segments.
+Added: For 2022, Corporate Overhead also included $ 0.3 million of sales.
Corporate assets primarily consist of cash, deferred taxes, property, plant and equipment and right-of-use lease assets.
2 unchanged sentences
As described in Note A, Significant Accounting Policies , the Company recognizes revenue at a point in time from the sale of tangible products or over time depending on when the performance obligation is satisfied.
−Removed: For the years ended December 30, 2023, December 31, 2022, and January 1, 2022, the majority of the Company’s revenue was recognized at the time of sale.
−Removed: The percent of total segment revenue recognized over time for the Industrial segment for the years ended December 30, 2023, December 31, 2022 and January 1, 2022 was 2.2 %, 4.6 % and 6.6 %, respectively.
−Removed: The following table is a further disaggregation of the Industrial segment revenue for the years ended December 30, 2023, December 31, 2022 and January 1, 2022:
+Added: For the years ended December 28, 2024, December 30, 2023, and December 31, 2022, the majority of the Company’s revenue was recognized at the time of sale.
+Added: The percent of total segment revenue recognized over time for the Industrial segment for the years ended December 28, 2024, December 30, 2023 and December 31, 2022 was 3.2 %, 2.2 % and 4.6 %, respectively.
+Added: The following table is a further disaggregation of the Industrial segment revenue for the years ended December 28, 2024, December 30, 2023 and December 31, 2022:
(Millions of Dollars) 2024 2023 2022
18 unchanged sentences
Consolidated $ 2,034.3 $ 2,169.9
−Removed: Significant components of the Company’s deferred tax assets and liabilities from continuing operations, excluding 2023 amounts classified as held for sale, at the end of each fiscal year were as follows:
+Added: Significant components of the Company’s deferred tax assets and liabilities, excluding 2023 amounts classified as held for sale, at the end of each fiscal year were as follows:
(Millions of Dollars) 2024 2023
16 unchanged sentences
Interest expense carryforward 207.2 152.7
+Added: Inventory 22.5 —
Other 151.3 159.1
2 unchanged sentences
Valuation Allowance $ ( 967.8 ) $ ( 1,046.9 )
−Removed: Net Deferred Tax Asset/ (Liability) after Valuation Allowance $ 450.7 $ ( 33.3 )
−Removed: The increase in intangible deferred tax assets relates to an intra-entity asset transfer of certain intangible assets from a wholly-owned, non-U.S.
−Removed: subsidiary to another wholly-owned, non-U.S.
−Removed: subsidiary located in the United Kingdom in order to better align with current and future business operations.
−Removed: The transfer resulted in a step-up in tax basis driven by the fair value of the transferred intellectual property (“IP”), which was determined using an income approach taking into consideration future revenue projections, royalty rates and discount rates.
−Removed: The Company expects to realize the deferred tax asset recorded as a result of the IP transfer and will periodically assess such realizability.
−Removed: The tax-deductible amortization related to the transferred IP will be recognized over a 20-year period.
+Added: Net Deferred Tax Asset after Valuation Allowance $ 598.3 $ 450.7
A valuation allowance is recorded on certain deferred tax assets if it has been determined it is more likely than not that all or a portion of these assets will not be realized.
The Company recorded a valuation allowance of $ 967.8 million and $ 1,046.9 million on deferred tax assets existing as of December 28, 2024 and December 30, 2023, respectively.
−Removed: The valuation allowances in 2023 and 2022 are primarily attributable to foreign and state net operating loss carryforwards, certain intangible assets unrelated to the IP transfer discussed above, foreign capital loss carryforwards, and state tax credits.
+Added: The valuation allowances in 2024 and 2023 are primarily attributable to foreign and state net operating loss carryforwards, certain intangible assets, foreign capital loss carryforwards, foreign tax credits, and state tax credits.
As of December 28, 2024, the Company has approximately $ 4.3 billion of unremitted foreign earnings and profits.
7 unchanged sentences
state and foreign jurisdictions, respectively.
−Removed: The Company’s foreign net operating loss carryforwards primarily relate to its subsidiaries’ operations in Luxembourg ($ 2.4 billion), France ($ 202.5 million), Germany ($ 168.4 million), Brazil ($ 106.1 million), and other foreign jurisdictions ($ 218.4 million).
+Added: The Company’s foreign net operating loss carryforwards primarily relate to its subsidiaries’ operations in Luxembourg ($ 2.3 billion), United Kingdom ($ 947.3 million), France ($ 187.3 million), Germany ($ 108.9 million), Brazil ($ 76.8 million), and other foreign jurisdictions ($ 169.5 million).
The net operating loss carryforwards have various expiration dates beginning in 2025 with certain jurisdictions having indefinite carryforward periods.
3 unchanged sentences
The carryforward balance is made up of various credit types spanning multiple state taxing jurisdictions and various expiration dates beginning in 2025.
−Removed: The components of (loss) earnings from continuing operations before income taxes and equity interest consisted of the following:
+Added: The components of earnings (loss) from continuing operations before income taxes consisted of the following:
(Millions of Dollars) 2024 2023 2022
1 unchanged sentence
Foreign 1,166.5 1,009.3 1,271.7
−Removed: (Loss) earnings before income taxes and equity interest $ ( 375.7 ) $ 37.9 $ 1,586.9
+Added: Earnings (loss) before income taxes $ 241.1 $ ( 375.7 ) $ 37.9
Income taxes on continuing operations consisted of the following:
8 unchanged sentences
Total deferred ( 227.2 ) ( 424.3 ) ( 285.3 )
−Removed: Income taxes $ ( 94.0 ) $ ( 132.4 ) $ 55.1
+Added: Income taxes on continuing operations $ ( 45.2 ) $ ( 94.0 ) $ ( 132.4 )
Net income taxes paid for continuing operations during 2024, 2023 and 2022 were $ 352.3 million, $ 415.2 million and $ 482.6 million, respectively.
12 unchanged sentences
Tax credits ( 20.2 ) ( 17.8 ) ( 10.3 )
−Removed: federal tax expense (benefit) on foreign earnings 61.1 55.7 ( 118.1 )
+Added: federal tax expense on foreign earnings 15.9 63.6 51.6
Intra-entity asset transfer of intellectual property — ( 131.3 ) ( 153.3 )
1 unchanged sentence
Impairment on assets held for sale 4.0 30.4 —
+Added: Capital loss ( 64.4 ) — —
+Added: Global minimum taxes 3.9 — —
Other 0.3 0.3 ( 1.5 )
−Removed: Income taxes $ ( 94.0 ) $ ( 132.4 ) $ 55.1
+Added: Income taxes on continuing operations $ ( 45.2 ) $ ( 94.0 ) $ ( 132.4 )
The Company conducts business globally and, as a result, files income tax returns in the U.S.
7 unchanged sentences
and various foreign jurisdictions.
−Removed: The following table summarizes the activity related to the unrecognized tax benefits from continuing operations:
+Added: The following table summarizes the activity related to the unrecognized tax benefits:
(Millions of Dollars) 2024 2023 2022
7 unchanged sentences
Balance at end of year $ 452.4 $ 481.3 $ 502.7
−Removed: The gross unrecognized tax benefits from continuing operations at December 30, 2023 and December 31, 2022 include $ 475.7 million and $ 496.0 million, respectively, of tax benefits that, if recognized, would impact the effective tax rate.
−Removed: The liability for potential penalties and interest related to unrecognized tax benefits from continuing operations, excluding 2023 amounts reclassified to liabilities held for sale, increased by $ 15.5 million in 2023, decreased by $ 11.2 million in 2022 and increased by $ 9.6 million in 2021.
−Removed: The liability for potential penalties and interest totaled $ 64.3 million as of December 30, 2023, $ 48.8 million as of December 31, 2022, and $ 60.0 million as of January 1, 2022.
+Added: The gross unrecognized tax benefits at December 28, 2024 and December 30, 2023 include $ 447.1 million and $ 475.7 million, respectively, of tax benefits that, if recognized, would impact the effective tax rate.
+Added: The liability for potential penalties and interest related to unrecognized tax benefits, excluding 2023 amounts reclassified to liabilities held for sale, increased by $ 1.0 million in 2024, increased by $ 15.5 million in 2023 and decreased by $ 11.2 million in 2022.
+Added: The liability for potential penalties and interest totaled $ 65.3 million as of December 28, 2024, $ 64.3 million as of December 30, 2023, and $ 48.8 million as of December 31, 2022.
The Company classifies all tax-related interest and penalties as income tax expense.
20 unchanged sentences
The Company determines its incremental borrowing rate based on interest rates from its debt issuances, taking into consideration adjustments for collateral, lease terms and foreign currency.
−Removed: As of December 30, 2023, $ 19.4 million and $ 19.5 million of right-of-use assets and lease liabilities, respectively, were reclassified to held for sale due to the pending divestiture of the Infrastructure business.
As a result of acquiring right-of-use assets from new leases entered into during the years ended December 28, 2024 and December 30, 2023, the Company's lease liabilities increased approximately $ 72.2 million and $ 206.1 million, respectively.
The Company has variable rate leases for certain manufacturing facilities, distribution centers and office buildings in which the periodic rental payments vary based on benchmark interest rates.
−Removed: The following is a summary of the Company's total lease cost for the years ended December 30, 2023, December 31, 2022, and January 1, 2022:
+Added: The following is a summary of the Company's total lease cost for the years ended December 28, 2024, December 30, 2023, and December 31, 2022:
(Millions of Dollars) 2024 2023 2022
11 unchanged sentences
Lease obligations $ 564.5 $ 129.7 $ 110.0 $ 86.1 $ 68.0 $ 53.6 $ 117.1
−Removed: The amounts above include undiscounted future lease obligations related to the pending divestiture of the Infrastructure business totaling $ 21.1 million;
−Removed: $ 4.7 million in 2024, $ 4.5 million in 2025, $ 4.5 million in 2026, $ 4.1 million in 2027, $ 1.9 million in 2028, and $ 1.4 million thereafter.
The following is a summary of the Company’s future marketing commitments at December 28, 2024:
11 unchanged sentences
The amounts due to the financial institutions for suppliers that voluntarily participate in these SCF programs were presented within Accounts payable on the Company’s Consolidated Balance Sheets and totaled $ 483.6 million and $ 528.1 million as of December 28, 2024 and December 30, 2023, respectively.
+Added: The following is a rollforward of the Company's outstanding obligations under its SCF programs for the year ended December 28, 2024:
+Added: (Millions of Dollars) 2024
+Added: Balance, beginning of year $ 528.1
+Added: Additions 2,111.5
+Added: Reductions for payments ( 2,153.3 )
+Added: Foreign currency translation and other ( 2.7 )
+Added: Balance, end of year $ 483.6
GUARANTEES — The Company's financial guarantees at December 28, 2024 are as follows:
1 unchanged sentence
Payment Carrying
−Removed: Guarantees on the residual values of leased properties One to nine years
+Added: Guarantees on the residual values of leased properties Three years to nine years
Standby letters of credit Up to twenty years
−Removed: Commercial customer financing arrangements Up to six years
+Added: Commercial customer financing arrangements Up to ten years
Total $ 361.8 $ 16.4
The Company has guaranteed a portion of the residual values associated with certain of its variable rate leases.
−Removed: The lease guarantees are for an amount up to $ 157.4 million while the fair value of the underlying assets is estimated at $ 210.5 million.
+Added: The lease guarantees are for an amount up to $ 78.2 million.
+Added: Fair values of the underlying assets are estimated at $ 119.3 million.
The related assets would be available to satisfy the guarantee obligations.
−Removed: The Company has issued $ 185.5 million in standby letters of credit that guarantee future payments which may be required under certain insurance programs and in relation to certain environmental remediation activities described more fully in Note S, Contingencies .
+Added: The Company has issued $ 179.3 million in standby letters of credit that guarantee future payments which may be required under certain insurance programs and in relation to certain environmental remediation activities described more fully in Note R, Contingencies .
The Company provides various limited and full recourse guarantees to financial institutions that provide financing to U.S.
9 unchanged sentences
Adjustments are recorded to the warranty liability as new information becomes available.
−Removed: The changes in the carrying amount of product warranties for the years ended December 30, 2023, December 31, 2022, and January 1, 2022 are as follows:
+Added: The changes in the carrying amount of product warranties for the years ended December 28, 2024, December 30, 2023, and December 31, 2022 are as follows:
(Millions of Dollars) 2024 2023 2022
1 unchanged sentence
Warranties and guarantees issued 180.3 171.3 155.3
−Removed: Warranties assumed in acquisitions — — 33.4
Warranty payments and currency ( 176.9 ) ( 161.2 ) ( 163.2 )
5 unchanged sentences
Government Investigations
−Removed: On January 19, 2024, the Company was notified by the Compliance and Field Operations Division (the “Division”) of the Consumer Product Safety Commission that the Division intends to recommend the imposition of a civil penalty of approximately $ 32 million for alleged untimely reporting in relation to certain utility bars and miter saws that were subject to voluntary recalls in September 2019 and March 2022, respectively.
−Removed: The Company is currently evaluating and believes there are defenses to the Division’s claims, and the Company is cooperating with the Division.
−Removed: However, given the early stage of this matter, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount of potential loss, if any, from this matter.
−Removed: The Company previously disclosed that it had identified certain undisclosed perquisites in prior periods.
−Removed: The Company voluntarily disclosed this information to the U.S.
−Removed: Securities and Exchange Commission (the “SEC” or the “Commission”) and cooperated with the SEC’s investigation of this matter.
−Removed: On June 20, 2023, the SEC issued a Cease-and-Desist Order (the “Order”) that resolved this matter.
−Removed: The Order reflects that the Company neither admitted to nor denied the allegations contained in the Order, and that the SEC did not impose any monetary penalties on the Company.
−Removed: The Order credited the Company’s self-reporting, cooperation, and remediation efforts.
−Removed: In a parallel action, the SEC issued a Cease-and-Desist Order against a former executive of the Company (the “Parallel Resolution”).
−Removed: The SEC’s press release announcing both resolutions noted that, with respect to the Parallel Resolution, “[a]fter consideration of Stanley Black & Decker’s self-reporting, cooperation, and remediation, the SEC declined to bring charges against the company related to [the former executive’s] conduct.”
−Removed: Also, as previously disclosed, the Company has identified certain transactions relating to its international operations that may raise compliance questions under the U.S.
−Removed: Foreign Corrupt Practices Act (“FCPA”) and voluntarily disclosed this information to the U.S.
−Removed: Department of Justice (“DOJ”) and the SEC in January 2023.
−Removed: The Company is cooperating with both agencies in their investigations of these transactions (the “FCPA Matters”).
−Removed: Currently, the Company does not believe that the FCPA Matters will have a material impact on its financial condition or results of operations, although it is possible that a loss related to the FCPA Matters may be incurred.
−Removed: Given the ongoing nature of the FCPA Matters, management cannot predict the duration, scope, or outcome of the DOJ’s or SEC’s investigations or estimate the potential magnitude of any such loss or range of loss, or the cost of the ongoing investigations.
−Removed: Any determination that certain transactions relating to the Company’s international operations were not in compliance with the FCPA could result in the imposition of fines, civil or criminal penalties, equitable remedies, including disgorgement, injunctive relief, or other sanctions against the Company.
−Removed: The Company also may become a party to litigation or other legal proceedings over the FCPA Matters described above.
+Added: As previously disclosed, on January 19, 2024, the Company was notified by the Compliance and Field Operations Division (the “Division”) of the Consumer Product Safety Commission (“CPSC”) that the Division intends to recommend the imposition of a civil penalty of approximately $ 32 million for alleged untimely reporting in relation to certain utility bars and miter saws that were subject to voluntary recalls in September 2019 and March 2022, respectively.
+Added: The Company believes there are defenses to the Division’s claims, and has presented its defenses in a meeting with the Division on February 29, 2024 and in a written submission dated March 29, 2024.
+Added: On April 1, 2024, the Division informed the Company's counsel that the Division intended to recommend that the CPSC refer the matter to the U.S.
+Added: Department of Justice (the "DOJ").
+Added: On May 1, 2024, the Company was informed that the CPSC voted to refer the matter to the DOJ.
+Added: In December 2024, the CPSC requested that the Company reproduce documents previously provided to the CPSC following changes to the agency’s electronic file sharing system.
+Added: The Company has reproduced the requested documents to the CPSC.
+Added: The Company has not heard anything further from the CPSC or the DOJ in relation to this matter since then and therefore is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount of potential loss, if any, from this matter.
The Company is committed to upholding the highest standards of corporate governance and is continuously focused on ensuring the effectiveness of its policies, procedures, and controls.
9 unchanged sentences
The Company intends to vigorously defend this action in all respects and on December 14, 2023 filed a motion to dismiss the Amended Complaint in its entirety.
−Removed: Briefing on that motion is expected to conclude in April 2024.
+Added: Briefing on that motion concluded on April 5, 2024, and the Company awaits a decision on that motion.
Given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.
6 unchanged sentences
The Callahan and Applebaum Derivative Actions were consolidated by Court order on November 6, 2023 and defendants’ responses to both complaints have been stayed pending the disposition of any motions to dismiss in the Rammohan Class Action.
−Removed: The individual defendants intend to vigorously defend the Callahan and Applebaum Derivative Actions in all respects.
+Added: The individual defendants intend to vigorously defend the Callahan and
+Added: Applebaum Derivative Actions in all respects.
However, given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from these actions.
20 unchanged sentences
As of December 28, 2024 and December 30, 2023, the Company had reserves of $ 275.4 million and $ 124.5 million, respectively, for remediation activities associated with Company-owned properties, as well as for Superfund sites, for losses that are probable and estimable.
−Removed: Of the December 30, 2023 amount, $ 46.0 million is classified as current and $ 78.5 million as long-term which is expected to be paid over the estimated remediation period.
+Added: Of the December 28, 2024 amount, $ 51.4 million is classified as current within Accrued expenses and $ 224.0 million as long-term within Other liabilities, which is expected to be paid over the estimated remediation period.
+Added: As of December 28, 2024, the Company's net cash obligations, including the WCLC assets discussed below, is $ 258.0 million.
As of December 28, 2024, the range of environmental remediation costs that is reasonably possible is $ 191.5 million to $ 408.1 million which is subject to change in the near term.
1 unchanged sentence
Liabilities have been recorded on those sites in accordance with the Company's policy.
+Added: The environmental liability for certain sites with cash payments beyond the current year that are fixed or reliably determinable have been discounted using a rate of 4.3 % to 4.7 %, depending on the expected timing of disbursements.
+Added: The discounted and undiscounted amount of the liability relative to these sites is $ 84.6 million and $ 118.0 million, respectively.
+Added: The payments relative to these sites are expected to be $ 6.4 million in 2025, $ 13.7 million in 2026, $ 13.0 million in 2027, $ 13.0 million in 2028, $ 4.3 million in 2029, and $ 67.6 million thereafter.
+Added: West Cost Loading Corporation
As of December 28, 2024, the Company has recorded $ 17.4 million in Other assets related to funding received by the Environmental Protection Agency (“EPA”) and placed in a trust in accordance with the final settlement with the EPA, embodied in a Consent Decree approved by the United States District Court for the Central District of California on July 3,
Per the Consent Decree, Emhart Industries, Inc.
−Removed: (a dissolved and liquidated former indirectly wholly-owned subsidiary of The Black & Decker Corporation) (“Emhart”) has agreed to be responsible for an interim remedy at a site located in Rialto, California and formerly operated by West Coast Loading Corporation (“WCLC”), a defunct company for which Emhart was alleged to be liable as a successor.
+Added: (a dissolved and liquidated former indirectly wholly-owned subsidiary of The Black & Decker Corporation) (“Emhart”) has agreed to be responsible for an interim remedy at a site located in Rialto, California and formerly operated by WCLC, a defunct company for which Emhart was alleged to be liable as a successor.
The remedy will be funded by (i) the amounts received from the EPA as gathered from multiple parties, and, to the extent necessary, (ii) Emhart's affiliate.
−Removed: The interim remedy requires the construction of a water treatment facility and the filtering of ground water at or around the site for a period of approximately 30 years or more.
−Removed: As of December 30, 2023, the Company's net cash obligation associated with remediation activities, including WCLC assets, is $ 107.5 million.
−Removed: The EPA also asserted claims in federal court in Rhode Island against Black & Decker and Emhart related to environmental contamination found at the Centredale Manor Restoration Project Superfund Site ("Centredale"), located in North Providence, Rhode Island.
−Removed: The EPA discovered a variety of contaminants at the site, including but not limited to, dioxins, polychlorinated biphenyls, and pesticides.
−Removed: The EPA alleged that Black & Decker and Emhart are liable for site clean-up costs under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as successors to the liability of Metro-Atlantic, Inc., a former operator at the site, and demanded reimbursement of the EPA’s costs related to this site.
−Removed: Black & Decker and Emhart then vigorously litigated the issue of their liability for environmental conditions at the Centredale site, including completing trial on Phase 1 of the proceedings in late July 2015 and completing trial on Phase 2 of the proceedings in April 2017.
−Removed: On July 9, 2018, a Consent Decree was lodged with the United States District Court documenting the terms of a settlement between the Company and the United States for reimbursement of EPA's past costs and remediation of environmental contamination found at the Centredale site.
−Removed: The terms of the Consent Decree were subject to public comment and Court approval.
−Removed: After a full hearing on March 19, 2019, the Court approved and entered the Consent Decree on April 8, 2019.
−Removed: The settlement resolves outstanding issues relating to Phase 1 and 2 of the litigation with the United States.
−Removed: The Company is complying with the terms of the settlement.
−Removed: The District Court's entry of the Consent Decree was appealed by several PRPs at the site to the United States Court of Appeals for the First Circuit.
−Removed: The District Court's actions were affirmed by the First Circuit on February 17, 2021.
−Removed: Phase 3 of the litigation, is addressing the potential allocation of liability to other PRPs who may have contributed to contamination of the Centredale site with dioxins, polychlorinated biphenyls and other contaminants of concern.
−Removed: As of December 30, 2023, the Company has a remaining reserve of $ 24.9 million for this site.
+Added: The interim remedy required the construction of a water treatment facility and the treatment of ground water at or around the site for a period of approximately 30 years or more.
+Added: The construction of the water treatment facility was completed in September 2023, and the treatment of ground water is ongoing.
+Added: As of December 28, 2024, the Company's net cash obligation associated with these remediation activities, including WCLC assets, is $ 8.0 million.
+Added: Centredale Site
+Added: On April 8, 2019, the United States District Court approved a Consent Decree documenting the terms of a settlement between the Company and the United States for reimbursement of EPA's past costs and remediation of environmental contamination found at the Centredale Manor Restoration Project Superfund Site ("Centredale site"), located in North Providence, Rhode Island.
+Added: Black & Decker and Emhart are liable for site clean-up costs under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as successors to the liability of Metro-Atlantic, Inc., a former operator at the Centredale site.
+Added: The Company is complying with the terms of the settlement and has fully reimbursed the EPA for its past costs.
+Added: Remediation work at the Centredale site remains ongoing.
+Added: Technical and regulatory issues have arisen in connection with the disposal methods selected and described in the statement of work for contaminated Centredale site soils and sediment.
+Added: Emhart’s contractor is working with the EPA and the Rhode Island Department of Environmental Management (“RIDEM”) to develop alternatives.
+Added: Based on these evolving technical and regulatory discussions, in the second quarter of 2024, the EPA and RIDEM began implementing regulatory changes that suggest that offsite landfill disposal now represents the most probable remedial alternative for the disposal of contaminated Centredale site soils and sediments.
+Added: Significant open technical and regulatory issues relating to the implementation of this disposal alternative remain, including final EPA and RIDEM approvals, and further developments may result in additional or different remedial actions.
+Added: Emhart’s contractor’s assessment of the offsite landfill disposal alternative involves soil and sediment volume estimates that could also change or increase as additional design investigations are performed at the site, which may further impact the remediation process.
+Added: Emhart has recently entered into a cooperative agreement with the Federal and State Natural Resource Trustees to collectively conduct an assessment of what, if any, Natural Resource Damages may be associated with the contamination at the Centredale Site.
+Added: Litigation continues in the District Court concerning Phase 3 of the case, which is addressing the potential allocation of liability to other PRPs who may have contributed to contamination of the Centredale site with dioxins, polychlorinated biphenyls and other contaminants of concern.
+Added: Emhart proceeded to trial in a six-week bench trial in Phase 3 on the issue of CERCLA liability against 4 PRPs in October 2024.
+Added: Post trial briefing and argument relating to the trial is ongoing, and a decision is expected in 2025.
+Added: Based on the regulatory changes, and remedial developments currently contemplated by the EPA and the State of Rhode Island as described above, the Company increased its reserve for this site by $ 142.3 million in the second quarter of 2024.
+Added: As of December 28, 2024, the Company has reserved $ 161.8 million for this site.
+Added: Lower Passaic River
The Company and approximately 47 other companies comprise the Lower Passaic Cooperating Parties Group (the “CPG”).
1 unchanged sentence
The Company’s potential liability stems from former operations in Newark, New Jersey.
−Removed: As an interim step related to the 2007 AOC, on June 18, 2012, the CPG members voluntarily entered into an AOC with the EPA for remediation actions focused solely at mile 10.9 of the River.
−Removed: The Company’s estimated costs related to the RI/FS and focused remediation action at mile 10.9 , based on an interim allocation, are included in its environmental reserves.
+Added: The CPG has substantially completed the RI/FS for the entire 17 -mile River.
+Added: The Company’s estimated costs related to the RI/FS are included in its environmental reserves.
+Added: Lower 8.3 Miles
On April 11, 2014, the EPA issued a Focused Feasibility Study (“FFS”) and proposed plan which addressed various early action remediation alternatives for the lower 8.3 miles of the River.
−Removed: The EPA received public comment on the FFS and proposed plan (including comments from the CPG and other entities asserting that the FFS and proposed plan do not comply with CERCLA) which public comment period ended on August 20, 2014.
−Removed: The CPG submitted to the EPA a draft RI report in February 2015 and draft FS report in April 2015 for the entire lower seventeen miles of the River.
−Removed: On March 4, 2016, the EPA issued a Record of Decision ("ROD") selecting the remedy for the lower 8.3 miles of the River.
−Removed: The cleanup plan adopted by the EPA is now considered a final action for the lower 8.3 miles of the River and will include the removal of 3.5 million cubic yards of sediment, placement of a cap over the entire lower 8.3 miles of the River, and, according to the EPA, will cost approximately $ 1.4 billion and take 6 years to implement after the remedial design is completed.
+Added: On March 4, 2016, the EPA issued a Record of Decision ("ROD") selecting the remedy for the lower 8.3 miles of the River, which will include the removal of 3.5 million cubic yards of sediment, placement of a cap over the entire lower 8.3 miles of the River, and, according to the EPA, will cost approximately $ 1.4 billion and take 6 years to implement after the remedial design is completed.
On September 30, 2016, Occidental Chemical Corporation ("OCC") entered into an agreement with the EPA to perform the remedial design for the cleanup plan for the lower 8.3 miles of the River.
−Removed: The remedial design is expected to be substantially completed in the first quarter of 2024.
+Added: OCC has submitted the final remedial design, which was approved by EPA in May 2024.
On June 30, 2018, OCC filed a complaint in the United States District Court for the District of New Jersey against over 100 companies, including the Company, seeking CERCLA cost recovery or contribution for past costs relating to various investigations and cleanups OCC has conducted or is conducting in connection with the River.
According to the complaint, OCC has incurred or is incurring costs which include the estimated cost ($ 165 million) to complete the remedial design for the cleanup plan for the lower 8.3 miles of the River.
−Removed: OCC also seeks a declaratory judgment to hold the defendants liable for their proper shares of future response costs for OCC's ongoing activities in connection with the River.
+Added: OCC also seeks a declaratory judgment to hold the defendants liable for their proper shares of
+Added: future response costs for OCC's ongoing activities in connection with the River.
The Company and other defendants have answered the complaint and have been engaged in discovery with OCC.
On February 24, 2021, the Company and other defendants filed a third party complaint against the Passaic Valley Sewerage Commissioners and forty-two municipalities to require those entities to pay their equitable share of response costs.
−Removed: On October 10, 2018, the EPA issued a letter directing the CPG to prepare a streamlined feasibility study for the upper 9 miles of the River based on an iterative approach using adaptive management strategies.
−Removed: The CPG submitted a revi sed draft Interim Remedy Feasibility Study to the EPA on December 4, 2020, which identified various targeted dredge and cap alternatives with costs that range from $ 420 million to $ 468 million (net
−Removed: present value).
−Removed: The EPA approved the Interim Remedy Feasibility Study on December 11, 2020.
−Removed: The EPA issued the Interim Remedy Proposed Plan on April 14, 2021 and the Interim Remedy ROD on September 28, 2021, selecting an alternative that the EPA estimates will cost $ 441 million (net present value).
−Removed: The CPG has substantially completed the RI/FS for the entire 17 -mile River.
−Removed: The Company and 105 other parties received a letter dated March 31, 2016 from the EPA notifying such parties of potential liability for the costs of the cleanup of the lower 8.3 miles of the River and a letter dated March 30, 2017 stating that the EPA had offered 20 of the parties (not including the Company) an early cash out settlement.
−Removed: In a letter dated May 17, 2017, the EPA stated that these 20 parties did not discharge any of the eight hazardous substances identified as the contaminants of concern in the lower 8.3 mile ROD.
−Removed: In the March 30, 2017 letter, the EPA stated that other parties who did not discharge dioxins, furans or polychlorinated biphenyls (which are considered the contaminants of concern posing the greatest risk to human health or the environment) may also be eligible for cash out settlement, but expected those parties' allocation to be determined through a complex settlement analysis using a third-party allocator.
+Added: On December 20, 2022, various defendants (including the Company) in the OCC litigation filed an unopposed motion to stay the litigation for six months which was granted by the Court on March 1, 2023 and has been extended while the Court considered the Consent Decree filed by the United States, as discussed below.
+Added: The Company and 105 other parties received a letter dated March 31, 2016 from the EPA notifying such parties of potential liability for the costs of the cleanup of the lower 8.3 miles of the River.
+Added: In a March 30, 2017 letter, the EPA stated that parties who did not discharge dioxins, furans or polychlorinated biphenyls (which are considered the contaminants of concern posing the greatest risk to human health or the environment) may be eligible for cash out settlement, but expected those parties' allocation to be determined through a complex settlement analysis using a third-party allocator.
The EPA subsequently clarified this statement to say that such parties would be eligible to be "funding parties" for the lower 8.3 mile remedial action with each party's share of the costs determined by the EPA based on the allocation process and the remaining parties would be "work parties" for the remedial action.
−Removed: The Company asserts that it did not discharge dioxins, furans or polychlorinated biphenyls and should be eligible to be a "funding party" for the lower 8.3 mile remedial action.
−Removed: The Company participated in the allocation process.
+Added: The Company participated in the allocation process and asserted that it did not discharge dioxins, furans or polychlorinated biphenyls and should be eligible to be a "funding party" for the lower 8.3 mile remedial action.
The allocator selected by the EPA issued a confidential allocation report on December 28, 2020, which was reviewed by the EPA.
2 unchanged sentences
Alden Leeds, Inc.
−Removed: 2:22-cv-07326) that addresses the liability of 85 parties (including the Company) for an aggregate amount of $ 150 million based on the EPA-sponsored allocation report that found OCC 99.4 % responsible for the cleanup costs of the River.
+Added: 2:22-cv-07326) that addressed the liability of 85 parties (including the Company) for an aggregate amount of $ 150 million based in part on the EPA-sponsored allocation report that found OCC 99.4 % responsible for the cleanup costs of the River.
The Consent Decree was subject to a 90-day public comment period, which ended March 22, 2023.
−Removed: On November 21, 2023, the United States informed the Court that it concluded, based on the public comments, that a small number of parties (not including the Company) should be removed from the settlement, that a change should be made to the United States’ reservation of rights (which was agreed to by the remaining settling parties) and that it intends to file a Motion to Enter the modified Consent Decree (without soliciting additional public comments) no later than January 31, 2024.
−Removed: On December 12, 2023, the Court ordered the United States to file the proposed modified Consent Decree on or before January 17, 2024 and its Motion to Enter the modified Consent Decree no later than January 31, 2024 and established a schedule to complete briefing by July 2024.
−Removed: After the United States moves to enter the modified Consent Decree the Court will enter or disapprove.
−Removed: On December 20, 2022, various defendants (including the Company) in the OCC litigation filed an unopposed motion to stay the litigation for six months which was granted by the Court on March 1, 2023.
+Added: On November 21, 2023, the United States informed the Court that it concluded, based on the public comments, that a small number of parties (not including the Company) should be removed from the settlement and that a change should be made to the United States’ reservation of rights (which was agreed to by the remaining settling parties).
+Added: On January 17, 2024, the United States filed the modified Consent Decree with the Court and filed its motion to enter the modified Consent Decree on January 31, 2024.
+Added: On April 1, 2024, the settling defendants (including the Company) and certain other parties filed briefs in support of, and OCC filed a brief in opposition to, the motion to enter the modified Consent Decree.
+Added: On December 18, 2024, the Court issued its opinion granting the United States’ motion to enter the modified Consent Decree.
+Added: The settlement funds will be paid to the United States as of the later of the expiration of the appeal deadline (sixty days after the entry) if no appeal is filed or the exhaustion of any appeals.
+Added: On January 9, 2025, Nokia of America (a non-settling party) filed its Notice of Appeal of the Court’s decision to the U.S.
+Added: Court of Appeals for the Third Circuit.
+Added: On February 13, 2025, OCC also filed its Notice of Appeal of the Court's decision to the U.S.
+Added: Court of Appeals for the Third Circuit.
+Added: Upper 9 Miles
+Added: On October 10, 2018, the EPA issued a letter directing the CPG to prepare a streamlined feasibility study for the upper 9 miles of the River based on an iterative approach using adaptive management strategies.
+Added: The CPG submitted a draft Interim Remedy Feasibility Study to the EPA on December 4, 2020, which identified various targeted dredge and cap alternatives with costs that range from $ 420 million to $ 468 million (net present value).
+Added: The EPA issued the Interim Remedy ROD on September 28, 2021, selecting an alternative that the EPA estimates will cost $ 441 million (net present value).
On March 2, 2023, the EPA issued a Unilateral Administrative Order requiring OCC to design the interim remedy for the upper 9 miles of the River (the “2023 UAO”).
4 unchanged sentences
All of the defendants named in the 2023 Litigation are also defendants or third-party defendants in the litigation commenced in 2018.
+Added: Maxus Bankruptcy Settlement
Pursuant to a settlement agreement by and among the Maxus Liquidating Trust, YPF and Repsol submitted to the bankruptcy court on April 7, 2023, YPF and Repsol will jointly pay a combined sum of $ 573 million to various creditors.
−Removed: Based on the waterfall payout of the bankruptcy plan, it is currently estimated that the CPG will receive approximately $ 9 million, which will be used either to offset future CPG costs, including EPA RI/FS oversight and legal and administrative costs, or to reimburse CPG members for a portion of their past contributions to the RI/FS costs .
−Removed: At this time, the Company cannot reasonably estimate its liability related to the litigation and remediation efforts, excluding the RI/FS and remediation actions at mile 10.9 , as the OCC litigation is pending and the EPA settlement process has not been completed and requires court approval.
+Added: Based on the waterfall payout of the bankruptcy plan, the CPG received approximately $ 9 million, which will be used either to offset future CPG costs, including EPA RI/FS oversight and legal and administrative costs, or to reimburse CPG members for a portion of their past contributions to the RI/FS costs.
+Added: At this time, the Company cannot reasonably estimate its liability related to the litigation and remediation efforts as discussed above, excluding the RI/FS, as the OCC litigation is pending and Court’s opinion granting the United States’ motion to enter the Consent Decree has been appealed.
Per the terms of a Final Order and Judgment approved by the United States District Court for the Middle District of Florida on January 22, 1991, Emhart is responsible for a percentage of remedial costs arising out of the Kerr McGee Chemical Corporation Superfund Site located in Jacksonville, Florida.
On March 15, 2017, the Company received formal notification from the EPA that the EPA had issued a ROD selecting the preferred alternative identified in the Proposed Cleanup Plan.
−Removed: On or about November 2, 2023, the Multistate Trust managing the remediation revised the estimated remediation costs for work to be performed in 2024, and the Company adjusted the reserve for its percentage share of such costs accordingly.
+Added: The Multistate Trust managing the remediation provides quarterly projections for the remediation costs for work to be performed, and the Company adjusts the reserve for its percentage share of such costs accordingly.
As of December 28, 2024, the Company has reserved $ 25.2 million for this site.
−Removed: The environmental liability for certain sites that have cash payments beyond the current year that are fixed or reliably determinable have been discounted using a rate of 4.4 % to 5.5 %, depending on the expected timing of disbursements.
−Removed: The discounted and undiscounted amount of the liability relative to these sites is $ 34.3 million and $ 47.0 million, respectively.
−Removed: The payments relative to these sites are expected to be $ 3.2 million in 2024, $ 3.2 million in 2025, $ 3.2 million in 2026, $ 2.4 million in 2027, $ 2.4 million in 2028, and $ 32.6 million thereafter.
−Removed: The amount recorded for identified contingent liabilities is based on estimates.
+Added: The amount recorded for the aforementioned identified contingent liabilities is based on estimates.
Amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available.
Actual costs to be incurred in future periods may vary from the estimates, given the inherent uncertainties in evaluating certain exposures.
−Removed: Subject to the imprecision
−Removed: in estimating future contingent liability costs, the Company does not expect that any sum it may have to pay in connection with these environmental matters in excess of the amounts recorded will have a materially adverse effect on its financial position, results of operations or liquidity.
−Removed: PENDING DIVESTITURE
+Added: Subject to the imprecision in estimating future contingent liability costs, the Company does not expect that any sum it may have to pay in connection with these environmental matters in excess of the amounts recorded will have a materially adverse effect on its financial position, results of operations or liquidity.
+Added: 2024 DIVESTITURE
Infrastructure business
−Removed: In December 2023, the Company announced that it had entered into a definitive agreement for the sale of its Infrastructure business as part of the Company's strategic commitment to simplify and streamline its portfolio to focus on the core Tools & Outdoor and Industrial businesses.
−Removed: Based on management's commitment to sell this business, the assets and liabilities related to the Infrastructure business were classified as held for sale on the Company's Consolidated Balance Sheet as of December 30, 2023.
−Removed: This pending divestiture does not qualify for discontinued operations and therefore, its results are included in the Company's continuing operations within the Industrial segment for all periods presented.
−Removed: Following is the pre-tax income for this business for the years ended December 30, 2023, December 31, 2022 and January 1, 2022:
+Added: On April 1, 2024, the Company completed the sale of its Infrastructure business to Epiroc AB for $ 760 million.
+Added: The Company received proceeds of $ 728.5 million at closing, net of customary adjustments and costs.
+Added: As of December 30, 2023, the assets and liabilities related to the Infrastructure business were classified as held for sale on the Company's Consolidated Balance Sheet.
+Added: This divestiture did not qualify for discontinued operations and therefore, its results were included in the Company's Consolidated Statements of Operations in continuing operations through the date of sale.
+Added: Following is the pre-tax income for this business for the years ended December 28, 2024, December 30, 2023 and December 31, 2022:
(Millions of Dollars) 2024 2023 2022
Pre-tax income $ 9.6 $ 52.0 $ 54.3
−Removed: In addition, the Company recognized a $ 150.8 million pre-tax asset impairment charge in the fourth quarter of 2023 to adjust the carrying amount of the long-lived assets of the Infrastructure business to its estimated fair value less selling cost based on the contractual sale price outlined in the agreement.
−Removed: The transaction is subject to regulatory approval and other customary closing conditions.
+Added: In addition, the Company recognized pre-tax asset impairment charges of $ 25.5 million and $ 150.8 million in the first quarter of 2024 and fourth quarter of 2023, respectively, to adjust the carrying amount of the long-lived assets of the Infrastructure business to its estimated fair value less the costs to sell.
The carrying amounts of the assets and liabilities that were aggregated in assets held for sale and liabilities held for sale as of December 30, 2023 are presented in the following table:
15 unchanged sentences
On August 19, 2022, the Company completed the sale of its Oil & Gas business comprised of the pipeline services and equipment businesses to Pipeline Technique Limited and recognized a pre-tax loss of $ 8.6 million.
−Removed: This divestiture did not qualify for discontinued operations and therefore, its results were included in the Company's continuing operations within the Industrial segment for all periods presented through the date of sale.
−Removed: For the years ended December 31, 2022 and January 1, 2022, the Company recognized pre-tax losses of $ 2.7 million and $ 16.8 million for this business, respectively.
−Removed: In addition, the Company recognized a $ 168.4 million pre-tax asset impairment charge to adjust the carrying amount of the long-lived assets of the Oil & Gas business to its fair value less the costs to sell during the second quarter of 2022.
+Added: This divestiture did not qualify for discontinued operations and therefore, the results of the Oil & Gas business were included in the Company's continuing operations within the Industrial segment through the date of sale in the third quarter of 2022.
+Added: For the year ended December 31, 2022, the Company recognized a pre-tax loss of $ 2.7 million for this business.
+Added: In addition, the Company recognized a $ 168.4 million pre-tax asset impairment charge in the second quarter of 2022 to adjust the carrying amount of the long-lived assets of the Oil & Gas business to its fair value less the costs to sell.
Commercial Electronic Security and Healthcare businesses
−Removed: On July 22, 2022, the Company completed the sale of its Convergent Security Solutions ("CSS") business comprised of the commercial electronic security and healthcare businesses to Securitas AB for net proceeds of approximately $ 3.1 billion and recorded a pre-tax gain of $ 574 million.
+Added: On July 22, 2022, the Company completed the sale of its Convergent Security Solutions ("CSS") business comprised of the commercial electronic security and healthcare businesses to Securitas AB for net proceeds of $ 3.1 billion and recorded a pre-tax gain of $ 584 million.
As part of the purchase and sale agreement, the Company provided transition services relating to certain administrative functions for Securitas AB from the date of close through January 2024.
2 unchanged sentences
On July 5, 2022, the Company completed the sale of its Mechanical Access Solutions ("MAS") business comprised of the automatic doors business to Allegion plc for net proceeds of $ 916.0 million and recorded a pre-tax gain of $ 609 million.
−Removed: As part of the purchase and sale agreement, the Company is providing transition services relating to certain administrative functions for Allegion plc for an initial period of two years or less, with extensions up to six months for certain services, pending integration of these functions into their pre-existing business processes.
+Added: As part of the purchase and sale agreement, the Company is providing transition services relating to certain administrative functions for Allegion plc.
+Added: The transition service period is expected to end June 30, 2025, or earlier, upon integration of these functions into their pre-existing business processes.
The CSS and MAS divestitures represented a single plan to exit the Security segment and were considered a strategic shift that had a major effect on the Company’s operations and financial results.
−Removed: As such, the 2022 and 2021 operating results of CSS and MAS were reported as discontinued operations.
+Added: As such, the 2022 operating results of CSS and MAS were reported as discontinued operations.
These divestitures allowed the Company to invest in other areas that fit into its long-term strategy.
4 unchanged sentences
Selling, general, and administrative (1)
−Removed: — 308.0 529.2
−Removed: (Loss) gain on sale of discontinued operations ( 14.3 ) 1,197.4 —
+Added: Gain (loss) on sale of discontinued operations 10.4 ( 14.3 ) 1,197.4
Other, net and restructuring charges — — 47.3
−Removed: (Loss) earnings from discontinued operations before income taxes $ ( 14.3 ) $ 1,210.9 $ 124.3
+Added: Earnings (loss) from discontinued operations before income taxes $ 10.4 $ ( 14.3 ) $ 1,210.9
Income taxes on discontinued operations 2.4 14.5 318.5
−Removed: Net (loss) earnings from discontinued operations $ ( 28.8 ) $ 892.4 $ 136.7
+Added: Net earnings (loss) from discontinued operations $ 8.0 $ ( 28.8 ) $ 892.4
(1) Includes provision for credit losses.
−Removed: The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to CSS and MAS that are included in the Consolidated Statements of Cash Flows for each fiscal year ended:
+Added: The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to CSS and MAS that are included in the Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2022:
(Millions of Dollars) 2022
45 unchanged sentences
and HSBC Bank USA, National Association, as trustee, relating to the 4.000% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due 2060 (incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K dated February 10, 2020).
−Removed: 4.5 Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith).
−Removed: 10.1 (a) Amended and Restated Five Year Credit Agreement, dated as of September 8, 2021 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A.
−Removed: as administrative agent for the lenders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 14, 2021).#
−Removed: (b) Amendment No.
−Removed: 1 to Amended and Restated Five Year Credit Agreement, dated as of September 7, 2022 among Stanley Black & Decker, Inc., the lenders party thereto and Citibank, N.A.
−Removed: as administrative agent for the lenders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 13, 2022).
−Removed: (c) Amendment No.
−Removed: 2 to Amended and Restated Five Year Credit Agreement, dated as of February 23, 2023, by and among Stanley Black & Decker, Inc., the lenders identified on the signature pages thereto, and Citibank, N.A., as agent for the lenders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 23, 2023).
−Removed: 10.2 Syndicated 364-Day Credit Agreement, made as of September 6, 2023 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A.
−Removed: as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 8, 2023).
+Added: 4.5 Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).
+Added: 10.1 Amended and Restated Five Year Credit Agreement, made as of June 28, 2024 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A.
+Added: as administrative agent for the lenders (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, dated July 1, 2024).
+Added: 10.2 364-Day Credit Agreement, made as of June 28, 2024 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A.
+Added: as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, dated July 1, 2024).
10.3 Letter Agreement, dated as of May 31, 2022, between Stanley Black & Decker, Inc.
6 unchanged sentences
(incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the period ended December 29, 2018 filed on February 26, 2019).*
−Removed: 10.6 Form C of Change in Control Severance Agreement.
−Removed: Corbin Walburger is party to a Change in Control Severance Agreement in this Form (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 28, 2013).*
10.6 Deferred Compensation Plan for Non-Employee Directors, as amended through October 1, 2020 (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the period ended January 2, 2021 filed on February 18, 2021).*
25 unchanged sentences
(i) Restricted Stock Unit Award Agreement for grants to Christopher J.
−Removed: Nelson pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (filed herewith).*
−Removed: (j) Form of stock option certificate for 2023 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (filed herewith).*
−Removed: (k) Form of restricted stock unit award certificate for 2023 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (filed herewith).*
−Removed: (l) Form of restricted stock unit retention award certificate for 2023 fiscal year grants to executive officer pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (filed herewith).*
−Removed: (m) Form of award document for 2024 Management Incentive Compensation Plan pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (filed herewith).*
−Removed: (n) Form of award document for 2024-2026 Long-Term Incentive Program (for award at specified fair value) pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (filed herewith).*
−Removed: (o) Form of stock option certificate for 2024 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (filed herewith).*
−Removed: (p) Form of restricted stock unit award certificate for 2024 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (filed herewith).*
−Removed: 10.15 The Stanley Black & Decker, Inc.
−Removed: Deferred Compensation Plan Relating to Long-Term Performance Awards (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the period ended December 29, 2018 filed on February 26, 2019).
+Added: Nelson pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(i) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*
+Added: (j) Form of stock option certificate for 2023 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(j) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*
+Added: (k) Form of restricted stock unit award certificate for 2023 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(k) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*
+Added: (l) Form of restricted stock unit retention award certificate for 2023 fiscal year grants to executive officer pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(l) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*
+Added: (m) Form of award document for 2024 Management Incentive Compensation Plan pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(m) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*
+Added: (n) Form of award document for 2024-2026 Long-Term Incentive Program (for award at specified fair value) pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(n) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*
+Added: (o) Form of stock option certificate for 2024 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(o) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*
+Added: (p) Form of restricted stock unit award certificate for 2024 fiscal year grants to executive officers pursuant to the Stanley Black & Decker 2022 Omnibus Award Plan (incorporated by reference to Exhibit 10.14(p) to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*
+Added: 10.14 The Stanley Black & Decker 2024 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2024).
10.15 The Stanley Black & Decker, Inc.
7 unchanged sentences
Link (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the period ended December 30, 2017 filed on February 27, 2018).*
−Removed: 10.22 Employment Offer Letter, dated February 24, 2020, between Stanley Black & Decker, Inc.
−Removed: and Graham Robinson (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the period ended January 2, 2021 filed on February 18, 2021).*
10.21 Employment Offer Letter, dated January 19, 2023, between Stanley Black & Decker, Inc.
−Removed: Lucas (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023 filed on May 4, 2023).*
−Removed: 10.24 Employment Offer Letter, dated January 19, 2023, between Stanley Black & Decker, Inc.
and Patrick Hallinan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023 filed on May 4, 2023).*
3 unchanged sentences
10.23 Employment Offer Letter, dated November 19, 2021, by and between Stanley Black & Decker, Inc.
−Removed: and Tamer Abuaita (filed herewith).*
−Removed: 10.27 Change in Control Severance Agreement (all other executive officers except Donald Allan Jr.
−Removed: and Corbin Walburger) (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the period ended January 2, 2021 filed on February 18.
+Added: and Tamer Abuaita (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).*
+Added: 10.24 Change in Control Severance Agreement (all other executive officers except Donald Allan Jr.) (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the period ended January 2, 2021 filed on February 18.
+Added: 19 Insider Trading Policy (filed herewith).
21 Subsidiaries of Registrant.
8 unchanged sentences
97 Stanley Black & Decker, Inc.
−Removed: Financial Statement Compensation Recoupment Policy (filed herewith).
+Added: Financial Statement Compensation Recoupment Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the period ended December 30, 2023 filed on February 27, 2024).
99.1 Policy on Confidential Proxy Voting and Independent Tabulation and Inspection of Elections as adopted by The Board of Directors October 23, 1991 (incorporated by reference to Exhibit (28)(i) to the Quarterly Report on Form 10-Q for the quarter ended September 28, 1991).
101 The following materials from Stanley Black & Decker Inc.'s Annual Report on Form 10-K for the year ended December 28, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):
−Removed: (i) Consolidated Statements of Operations for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022;
−Removed: (ii) Consolidated Statements of Comprehensive (Loss) Income for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022;
+Added: (i) Consolidated Statements of Operations for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022;
+Added: (ii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022;
(iii) Consolidated Balance Sheets at December 28, 2024 and December 30, 2023;
−Removed: (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022;
−Removed: (v) Consolidated Statements of Changes in Shareowners' Equity for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022;
+Added: (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022;
+Added: (v) Consolidated Statements of Changes in Shareowners' Equity for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022;
and (vi) Notes to Consolidated Financial Statements.**
25 unchanged sentences
* Director February 18, 2025
+Added: Garrison, Jr.
* Director February 18, 2025
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.