Stanley Black & Decker (SWK) 10-K risk factor changes: FY2021 vs FY2020

[removed: These measures have] [added: The impact of the COVID-19 pandemic has] adversely affected, and may continue to adversely affect, the Company’s [added: business, financial condition,] workforce and operations and the operations of its customers, distributors, suppliers and contractors.

There [removed: is] [added: continues to be] significant uncertainty regarding [removed: such measures and potential future measures, and] restrictions on the Company's access to its manufacturing facilities or on its support operations or workforce, or similar limitations for its distributors and suppliers.

These measures have limited and could continue to limit customer demand [removed: and/or] [added: and has and could continue to limit] the Company's capacity to meet customer demand, which could have a material negative impact on its financial condition and results of operations.

[removed: In addition, a] [added: A] sustained downturn in customer demand or other economic conditions could result in material charges related to bad debt or inventory write-offs, restructuring charges, or impairments of long-lived assets, including both tangible and intangible assets.

The ongoing COVID-19 pandemic has caused the Company to modify its business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and [removed: conferences), and the Company may take further actions as may be required by government authorities or that the Company determines are in the best interests][added: conferences).]

There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and the Company's ability to perform critical functions could be [removed: harmed.][added: harmed and vaccine mandates could result in higher than usual employee attrition rates and adversely impact the operations of the Company if higher than usual customer demand of its products continues similar to demand levels experienced during the second half of 2020 and during 2021.]

Furthermore, as a result of the ongoing COVID-19 pandemic, [added: in 2020] the Company executed certain temporary and permanent cost reduction measures including adjustments to its supply chain and manufacturing labor base to match the demand environment and reductions in staffing, compensation and benefits in a manner that allows the Company to respond to changes in [removed: demand.][added: demand, some of which were reversed and some were made]

[removed: The continued spread of] [added: Continued uncertainties related to the] COVID-19 [removed: has] [added: pandemic have] caused, and may continue to cause, disruptions in the Company's supply chain, cause delay, or limit the ability of, customers to continue to operate and perform, including in making timely payments to the Company, result in the Company's inability to meet its consumers' and customers' needs due to disruptions in manufacturing and supply arrangements caused by the loss or disruption of essential manufacturing and supply elements, and cause other unpredictable events.

As lockdowns occurred in the first and second quarters of [removed: 2020,] [added: 2020 and the work from home trend continued in 2021,] those subject to lockdowns [added: and working from home] engaged in home improvement projects in large numbers, and demand for the Company’s products at its retail partners increased significantly.

As different geographical areas anticipate [added: and begin] moving into a recovery era, demand for the Company’s products may decrease as focus shifts to activities outside the home.

In [removed: 2020,] [added: 2021,] the two largest customers comprised approximately [removed: 27%] [added: 29%] of net sales, with U.S. and international mass merchants and home centers collectively comprising approximately [removed: 42%] [added: 46%] of net sales.

The Company competes with both larger and smaller companies that offer the same or similar products and [added: services or that produce different products appropriate for the same uses.]

The uncertainties associated with developing and introducing new products, such as market [removed: demand] [added: demand, the unavailability of raw materials necessary for production of the Company's products] and costs of development and production, may impede the successful development and introduction of new products on a consistent basis.

The Company’s strategy, value creation model, operating model and innovation ecosystem have important technological elements and many of the Company’s products and offerings are based on technological advances, including artificial intelligence, [added: machine learning, advanced analytics and the Internet of Things.]

In addition, the Company will need to compete for talent [added: in a competitive market] that is familiar with such technologies including upskilling its workforce.

The Company’s business is subject to risks associated with sourcing and [removed: manufacturing overseas.][added: manufacturing.]

[removed: Additional tariffs imposed by the] [added: Similar] U.S. [removed: on a broader range of imports, or further] [added: actions and any corresponding] retaliatory [removed: trade measures taken by China or other countries in response,] [added: efforts,] could result in an increase in supply chain costs that the Company may not be able to offset or otherwise adversely impact the Company’s results of operations.

[removed: Furthermore, imported products and materials may be subject to future tariffs or other trade measures in the U.S.] Imports are also subject to unpredictable foreign currency variation which may increase the Company’s [added: cost of goods sold.]

Although these trade agreements generally have positive effects on trade liberalization, sourcing flexibility and cost of goods by reducing or eliminating the duties and/or quotas assessed on products manufactured in a particular country, trade agreements can also impose requirements that adversely affect the Company’s business, such as setting quotas on products that may be imported from a particular country into key markets including the U.S. or the European Union ("EU"), or making it easier for other [removed: companies to compete, by eliminating restrictions on products from countries where the Company’s competitors source products.]

[removed: The] [added: In addition, the] Company’s ability to import [removed: products] [added: these items] in a timely and cost-effective manner [added: has been and] may [removed: also] [added: continue to] be affected by conditions at ports or issues that otherwise affect transportation and warehousing providers, such as fluctuations in freight costs, port and shipping capacity, labor [removed: disputes,] [added: disputes and shortages,] severe weather due to climate change or increased homeland security requirements in the U.S. and other countries.

These issues [added: have and] could delay importation of products or require the Company to locate alternative ports or warehousing providers to avoid disruption to customers.

These alternatives [added: have not and in the future] may not be available on short notice or [added: have and] could result in higher transit costs, which could have an adverse impact on the Company’s business and financial condition.

The Company has undertaken restructuring actions, the savings of which may be mitigated by many factors, including economic weakness, [added: inflation,] competitive pressures, [added: higher labor costs] and decisions to increase costs in areas such as sales promotion or research and development above levels that were otherwise assumed.

[removed: The] [added: Digital technology plays a crucial role in effectively operating the] Company’s [removed: operations are significantly dependent on infrastructure,] [added: physical operations,] notably [removed: certain] [added: manufacturing sites,] distribution [removed: centers and] [added: centers,] security alarm monitoring facilities, [added: offices and processing centers,] which are [removed: concentrated] [added: distributed] in various geographic locations.

Factors that are hard to predict or are beyond the Company’s control, like weather (including any potential effects of climate change), natural disasters, supply and commodity shortages, fire, explosions, acts or threats of war or terrorism, political unrest, cybersecurity breaches, sabotage, generalized labor unrest or public health crises, including pandemics, could damage or disrupt the Company’s [added: digital technology] infrastructure, or that of its suppliers or distributors.

[removed: If the Company does not effectively plan for or respond to disruptions in its operations, or cannot quickly repair] damage to its [removed: information, production or supply] systems, the Company may be late in delivering or unable to deliver products and services to its customers, and the quality and safety of its products and services might be negatively affected.

These events could materially and adversely affect the Company’s product sales, financial [removed: condition and] [added: condition,] results of [removed: operations.][added: operations, and reputation.]

The Company relies heavily on digital technology, including [removed: those of] [added: from] third parties, to manage and operate its [removed: businesses,] [added: businesses] and record and process transactions.

The risk of disruption to key operations and overall business is increased when complex system changes, such as integrations, conversions or [added: capability] additions are undertaken.

The Company’s results of operations could be negatively impacted by inflationary or deflationary economic conditions which could affect the ability to obtain raw materials, component parts, freight, energy, labor and sourced finished goods in a timely and cost-effective [removed: manner.][added: manner, as well as lead to changes in interest rate environments which impact its cost of funds, the general strength of the economy and demand for its products in the market.]

If the Company is unable to mitigate [removed: any] inflationary increases through various customer pricing actions and cost reduction initiatives, its profitability may be adversely affected.

As [added: the world moves towards a lower-carbon economy and as] other industries begin to adopt similar battery technology for use in their products or increase their current consumption of battery technology, the increased demand could place capacity constraints on the Company’s supply chain.

In addition, increased demand for battery technology may also increase the costs to the Company for both the battery cells as well as the underlying raw [removed: materials.][added: materials such as cobalt and lithium, among others.]

The Company generates approximately [removed: 39%] [added: 40%] of its revenues outside the U.S., including [removed: 19%] [added: 17%] from Europe and [removed: 11%] [added: 14%] from various emerging market countries.

As described in *Note H, Long-Term Debt and Financing Arrangements*, of the *Notes to Consolidated Financial Statements* in *Item 8*, the Company has a five-year [removed: $2.0] [added: $2.5] billion committed credit facility and [removed: a 364-day $1.0] [added: $2.0] billion [added: 364-day] committed credit [removed: facility.][added: facilities.]

No amounts were outstanding against either of these facilities [removed: at] [added: on] January [removed: 2, 2021.][added: 1, 2022.]

As of January [removed: 2, 2021,] [added: 1, 2022,] the Company had [removed: $4.3] [added: $4.4] billion principal amount of indebtedness.

The interest coverage ratio must not be less than 2.5 times [added: through December 31, 2021] and [added: not less than 3.5 times thereafter and] is computed quarterly, on a rolling twelve months (last twelve months) basis.

Under this covenant definition, the interest coverage ratio was [removed: 8.4] [added: 14.9] times EBITDA or higher in each of the [removed: 2020] [added: 2021] quarterly measurement periods.

The Company’s ability to access the credit markets, and the cost of these borrowings, is affected by the strength of its credit ratings and current [added: market conditions.]

Lead times for these items vary significantly and are increasing in light of global shortages of critical components, including semiconductors.

Global supply chain constraints in the wake of the COVID-19 pandemic continue to decrease the Company's visibility into availability and lead times for the products and their component parts and raw materials.

In 2021, the Company experienced significantly higher freight costs compared to freight costs incurred in 2020 and 2019.

companies to compete, by eliminating restrictions on products from countries where the Company’s competitors source products.

The Company also relies on its suppliers to provide high quality products and to comply with applicable laws.

The Company’s ability to find qualified suppliers who meet its standards, including a majority having carbon emission reduction targets, and supply products in a timely, cost-effective and efficient manner is a significant challenge with the increasing demand from customers, especially with respect to goods sourced from outside the U.S. For certain products, the Company may rely on one or very few suppliers.

A supplier’s failure to meet the Company’s standards, provide products in a timely, cost-effective and efficient manner, or comply with applicable laws is beyond the Company’s control.

These issues could have a material negative impact on the Company's business and profitability.

Poor quality or an insecure supply chain, may also adversely affect the reliability and reputation of the Company.

The effects of climate change, such as extreme weather conditions, could also place capacity constraints on the Company’s supply chain.

For example, steel and copper are critical to the design of the Company's products and some countries, including Chile and Australia, where steel and copper are sourced from have experienced and are expected to continue to experience severe weather due to climate change.

A severe weather event in these countries could cause disruptions in the Company's supply chain which could, in turn, cause product shortages, delays in delivery and/or increases in the Company's cost incurred to produce and deliver products to its customers.

The COVID-19 pandemic has adversely affected global economics and markets and has resulted in disruptions in commerce that will continue to evolve, including with respect to financial and other economic activities, services, travel and supply chains.

Global and national health concerns could lead to further and/or increased volatility in global capital and credit markets.

The Company has announced an internal vaccine protocol.

The Department of Labor’s Occupational Safety and Health Administration (“OSHA”) had issued rules requiring that employers with more than 100 employees in the U.S. have employee populations that are fully vaccinated against or tested weekly for COVID-19, however, the implementation of the OSHA rules was stayed by the Supreme Court on January 13, 2022 and the OSHA withdrew the rules on January 25, 2022.

Although OSHA left open the possibility that it might try to finalize a permanent vaccine and testing rule in the future, vaccine protocols are currently state and employer-specific.

It is currently not possible to predict with certainty the impact any future rules and the Company's vaccination policy will have on its workforce.

Additional vaccine mandates may also be implemented in other jurisdictions in which the Company operates and the Company may take further actions as may be required by government authorities or that the Company determines are in the best interests of its employees, customers, distributors, suppliers and contractors.

permanent.

The degree to which COVID-19 ultimately affects the Company’s business, liquidity, results and operations will depend on future developments, which continue to be highly uncertain and cannot be predicted.

These uncertainties, include, but are not limited to, the duration and spread of the outbreak and the resurgence in cases,, its severity, the actions to contain the virus or treat its impact, the availability of vaccines, effectiveness against new variants of COVID-19 and achievement of sufficient vaccination levels, supply chain disruptions, competition in the labor market and how quickly and to what extent economic and operating conditions can become more predictable and certain.

Higher than expected employee attrition rates may also result in difficulties to recruit and obtain talent needed to compete effectively.

If the Company does not effectively plan for or respond to disruptions in its operations, or cannot quickly repair

In March 2021, UK Financial Conduct Authority announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021.

Banks currently reporting information used to set U.S. dollar LIBOR are presently expected to stop doing so during 2023.

While the Company has procedures to monitor and limit exposure to credit risk on its trade and non-trade receivables, there can be no assurance

Additionally, any unplanned turnover or inability to attract and retain key employees could have a negative effect on the Company’s results of operations.

As part of the Company's strategy, it may acquire businesses or assets, divest businesses or assets, enter into strategic alliances and joint ventures, and make investments to further its business (collectively, “business combination and investment transactions”), and also handle any post-closing issues, such as integration.

For example, in 2021, the Company completed the MTD Holdings Inc. ("MTD") and Excel Industries ("Excel") acquisitions, as well as smaller acquisitions, and may make

additional acquisitions in the future.

In December 2021, the Company announced it entered into an agreement to divest its commercial electronic security and healthcare businesses, which it expects to complete in the first half of 2022, pending regulatory approvals and other customary closing conditions.

Risks associated with business combination and investment transactions include the following, any of which could adversely

affect the Company's financial results, including its effective tax rate:

- difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, or the Company may dispose of a business at a price or on terms that are less desirable than the Company had anticipated for a divestiture;

- the ability to conduct due diligence with respect to business combination and investment transactions, and the ability to evaluate the results of such due diligence, which is dependent on the veracity and completeness of statements and

disclosures made or actions taken by third parties or their representatives and the failure to identify significant issues

with the target company’s product quality, financial disclosures, accounting practices or internal control deficiencies or

the factors necessary to estimate reasonably accurate costs, timing and other matters;

- for an acquisition or other combination, the acquired business may have differing or inadequate cybersecurity and

The impact of the COVID-19 pandemic has resulted in a widespread public health crisis and governmental authorities have implemented numerous measures attempting to contain and mitigate the effects of the virus.

of its employees, customers, distributors, suppliers and contractors.

The degree to which COVID-19 ultimately affects the Company’s results and operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, the availability, distribution, acceptance and efficacy of a vaccine, and how quickly and to what extent normal economic and operating conditions can resume.

If customers in the Convergent Security Solutions ("CSS") business are dissatisfied with services and switch to competitive services or disconnect for other reasons, such as preference for digital technology products or other technology enhancements not then offered by CSS, the Company's attrition rates may increase.

In periods of increasing attrition rates, recurring revenue and results of operations may be materially adversely affected.

The risk is more pronounced in times of economic uncertainty, as customers may reduce amounts spent on the products and services the Company provides.

services or that produce different products appropriate for the same uses.

machine learning, advanced analytics and the Internet of Things.

cost of goods sold.

Digital technologies are important to sales and marketing, production planning, manufacturing, customer service and order fulfillment among other business-critical processes.

Consistent and efficient operation of the computer hardware and software systems is imperative to the successful sales and earnings performance of the Company's various businesses in many countries.

Additionally, the Company relies on software applications and enterprise cloud storage systems and cloud computing services provided by third-party vendors, and the Company's business may be adversely affected by service disruptions or security breaches in such third-party systems.

Continuing uncertainty associated with Brexit could adversely affect the Company’s business.

While the UK Parliament has voted to approve the withdrawal/transition agreement negotiated by the EU and the UK government and while, in December 2020, the UK and the EU agreed on a trade and cooperation agreement that will apply provisionally after the end of the transition period, significant uncertainty remains with respect to the impacts of Brexit.

Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets.

Any impact from Brexit on the Company's business and operations over the long term will depend, in part, on the outcome of the implementation of the trade and cooperation agreement, future agreements (or lack thereof) between the UK and the EU, including with respect to tariff, tax treaties, trade, regulatory, and other negotiations.

In particular, the Company's operations in the UK will be particularly exposed to the risks and uncertainties relating to Brexit.

Under the trade and cooperation agreement, UK service suppliers no longer benefit from automatic access to the entire EU single market, UK goods no longer benefit from the free movement of goods and there is no longer the free movement of people between the UK and the EU.

The Bank of England and other observers have warned of a significant probability of a Brexit-related recession in the UK.

Volatility in exchanges rates, including potential declines in the value of the British Pound, and in interest rates are also expected.

Disruptions and uncertainty caused by Brexit may also cause customers to closely monitor their costs and reduce their spending budget on the Company's products and services.

These impacts could cause a significant decline in revenue as the Company generates approximately 4% of its revenues in the UK.

In addition, as the UK determines which EU laws to replace or replicate, including UK competition laws, Brexit could lead to potentially divergent national laws and regulations.

Lack of clarity about the future relationship between the UK and the EU, and the laws and regulations that may apply, including in particular with respect to aspects of laws and regulations which were not covered by the trade and cooperation agreement, such as financial laws and regulations, could increase costs and depress economic activity.

Any of the foregoing factors could result in an uncertain and difficult regulatory environment that could negatively impact the Company’s UK business.

In April 2020, the Company entered into an amendment to: (a) amend the definition of Adjusted EBITDA to allow for additional adjustment addbacks, which primarily relate to anticipated incremental charges related to the COVID-19 pandemic, for amounts incurred beginning in the second quarter of 2020 through the second quarter of 2021, and (b) lower the minimum interest coverage ratio from 3.5 to 2.5 times for the period from and including the second quarter of 2020 through the end of fiscal year 2021.

market conditions.

The UK Financial Conduct Authority announced in 2017 that it intends to phase out LIBOR by the end of 2021.

in the sales organization and achieve adequate customer coverage.

In 2020, the Company completed the Consolidated Aerospace Manufacturing, LLC (“CAM”) acquisition, as well as smaller acquisitions, and may make additional acquisitions in the future.

Acquisitions involve a number of risks, including:

- the possibility that the acquired companies will not be successfully integrated or that anticipated cost savings, synergies, or other benefits will not be realized;

- combine businesses and operations;

global cyber threats.

Changes in government cybersecurity and system requirements could

The Company continues to pursue a growth and acquisition strategy, which involves industry, geographic and customer diversification to foster sustainable revenue, earnings and cash flow growth, and employ the following strategic framework in pursuit of its vision to deliver top-quartile financial performance, become known as one of the world’s leading innovators and elevate its commitment to [removed: social responsibility:][added: ESG:]

- Pursue acquisitive growth on multiple fronts by building upon its existing global tools [removed: platform,] [added: platform and] expanding the [added: outdoor products category, expanding the] Industrial platform in Engineered Fastening and Infrastructure, [removed: consolidating the commercial electronic security industry,] and pursuing adjacencies with sound industrial logic.

Execution of the above strategy has resulted in approximately [removed: $11.5] [added: $13.5] billion of acquisitions since 2002 (excluding the Black & Decker merger), [removed: a 20 percent investment in MTD Holdings Inc. ("MTD"),] several divestitures, improved efficiency in the supply chain and manufacturing operations, and enhanced investments in organic growth, enabled by cash flow generation and increased debt capacity.

- [removed: Sustain] [added: Deliver] 10+ working capital turns; and

In terms of capital allocation, the Company remains committed, over time, to returning approximately 50% of [removed: free cash flow] [added: excess capital] to shareholders through a strong and growing dividend as well as opportunistically repurchasing shares.

The remaining [removed: free cash flow] [added: capital] (approximately 50%) will be deployed towards acquisitions.

The novel coronavirus [removed: (COVID-19)] [added: ("COVID-19")] outbreak has adversely affected the Company's workforce and operations, as well as the operations of its customers, distributors, suppliers and contractors.

To respond to the volatile and uncertain environment, the Company implemented a comprehensive cost reduction and efficiency [removed: program,] [added: program in 2020,] which delivered approximately [removed: $500] [added: $625] million of [removed: savings in 2020 and is expected to deliver] net savings [removed: of approximately $125 million in 2021.][added: across 2021 and 2020.]

The Company [removed: has taken] [added: took] steps [added: in 2020] to make some of the cost actions permanent while certain employees were returned to full-time status.

This [removed: ensures] [added: ensured] the sustainability of the cost reduction program into 2021 while providing more employment stability for the Company's remaining associates.

The acquisition further [removed: diversifies] [added: diversified] the Company's presence in the industrial markets and [removed: expands] [added: expanded] its portfolio of specialty fasteners in the aerospace and defense markets.

On [removed: January 2, 2019,] [added: December 1, 2021,] the Company acquired [removed: a 20] [added: the remaining 80] percent [removed: interest] [added: ownership stake] in [removed: MTD,] [added: MTD Holdings Inc. ("MTD"),] a privately held global manufacturer of outdoor power equipment.

[removed: Certain] [added: Certain] Items Impacting [removed: Earnings][added: Earnings]

[removed: Throughout MD&A, the] [added: The] Company has provided a discussion of [removed: the outlook and] [added: its] results both inclusive and exclusive of acquisition-related and other charges.

- [removed: $71 million] [added: Charges] reducing Gross [removed: Profit] [added: profit] pertaining to inventory step-up charges, a cost reduction program and facility-related costs;

- [removed: $176 million] [added: Charges] in SG&A primarily for a cost reduction [removed: program, Security business transformation] [added: program] and margin resiliency initiatives;

[removed: - $9] [added: ◦$7.1] million in Other, net primarily related to a cost reduction program, loss on interest rate swaps in connection with the extinguishment of debt, and deal transactions costs, partially offset by a release of a contingent consideration liability relating to the CAM acquisition;

[removed: - $14] [added: *Loss (gain) on Sales of Businesses:* During 2021, the Company reported a $0.6] million net loss [removed: related to the sales of businesses;][added: on divestitures.]

[removed: - $83] [added: ◦$14.5] million [removed: in Restructuring] [added: of restructuring] charges pertaining to severance and facility closures; and

[removed: - $47] [added: ◦$46.9] million [added: charge] related to a loss on the extinguishment of [removed: debt.][added: debt;]

[removed: The Company also recorded] [added: - Income taxes on continuing operations include the tax effect on the above net charges, as well as] a one-time tax benefit of $119 million associated with a supply chain [removed: reorganization.][added: reorganization; and]

[removed: In addition,] [added: - An after-tax, pre-acquisition charge related to] the Company's share of MTD's net earnings [removed: included an after-tax charge of approximately $10 million] related primarily to restructuring charges.

- [removed: $40 million] [added: Charges] reducing Gross [removed: Profit] [added: profit] pertaining to facility-related and inventory step-up charges;

- [removed: $139 million] [added: Charges] in SG&A primarily for integration-related [removed: costs, Security business transformation] [added: costs] and margin resiliency initiatives;

[removed: - $30] [added: ◦$27.6] million in Other, net primarily related to deal transaction costs;

[removed: - $17] [added: ◦$17.0] million gain related to the sale of the Sargent & Greenleaf business;

[removed: - $153] [added: ◦$134.7] million [removed: in Restructuring] [added: of restructuring] charges pertaining to severance and facility closures associated with a cost reduction program; and

[removed: - $18] [added: ◦$17.9] million [removed: related to a] non-cash loss on the extinguishment of [removed: debt.][added: debt;]

[removed: In addition,] [added: - An after-tax, pre-acquisition charge related to] the Company's share of MTD's net earnings [removed: included an after-tax charge of approximately $24 million primarily] related [added: primarily] to an inventory step-up adjustment.

- [removed: $158 million] [added: Charges] in SG&A primarily [removed: for integration-related costs, consulting fees, and] [added: related to] a non-cash [removed: fair value adjustment;][added: fair-value adjustment and functional transformation initiatives;]

Driving Further Profitable Growth by Fully Leveraging [removed: Our] [added: The Company's] Core Franchises

- The Tools & Storage business is the tool company to own, with strong brands, proven innovation, global scale, and a broad offering of power tools, hand tools, [added: outdoor products,] accessories, and storage & digital products across many channels in both developed and developing markets.

The Company has a strong portfolio of brands associated with high-quality products including STANLEY®, BLACK+DECKER®, DEWALT®, FLEXVOLT®, IRWIN®, LENOX®, CRAFTSMAN®, PORTER-CABLE®, BOSTITCH®, PROTO®, MAC TOOLS®, FACOM®, [removed: AeroScout®,] Powers®, LISTA®, Vidmar®, [removed: SONITROL®,] [added: GQ®] and [removed: GQ®.][added: through the 2021 acquisitions of MTD and Excel added Cub Cadet®, Troy-Bilt® and Hustler® in the Americas.]

The above marketing initiatives highlight the Company's strong emphasis on brand building and commercial support, which has resulted in more than 300 billion global brand impressions [added: – an annual increase of 110% –] from digital and traditional advertising and strong brand awareness.

[removed: Entering into 2020 and recognizing] [added: The latest evolution occurred in 2020, when] the [added: Company launched the SBD Operating Model: Winning in the 2020s, which recognized the] changing dynamics of the world in which the Company operates, including the acceleration of technological change, geopolitical instability and the changing nature of [removed: work, the Company launched the SBD Operating Model: Winning in the 2020s.][added: work.]

The Company views performance resiliency as the agility, flexibility and adaptability to sustain strong performance [removed: regardless] [added: in a variety] of [removed: the] operating environment conditions, which requires planning for the unexpected and anticipating exogenous volatility as the new normal.

The Company has a historically strong foundation in innovation, launching more than 1,000 products a year, including breakthroughs such as DEWALT Flexvolt, [removed: Atomic] [added: Atomic, Xtreme,] and [removed: Xtreme.][added: the launch of DEWALT PowerStack in December 2021.]

This “Make Where We Sell” strategy will improve customer responsiveness, lower lead times, reduce costs and mitigate geopolitical and currency risk while facilitating [removed: major] improvements in carbon footprint.

Each of the Company's businesses evaluates and works to systematically improve its various customer [removed: experiences] [added: journeys] and acts on customer insights to continuously [removed: improve to the] [added: deliver an] extraordinary [removed: level.][added: customer experience.]

The Company continues to make progress towards this vision, as evidenced by the creation of Innovation Everywhere, a program that encourages and empowers all employees to implement value creation and cost savings using collaborative and innovative solutions, breakthrough innovation [removed: teams in each business,] [added: teams,] the Stanley Ventures group, which invests capital in new and emerging start-ups in core focus areas, the Techstars partnership, which selects start-ups from around the world with the goal of bringing breakthrough technologies to market, the Manufactory 4.0, which is the Company's epicenter for Industry 4.0 technology development and partnership, and STANLEY X, a Silicon Valley based team, which is building its own set of disruptive initiatives and exploring new business models.

Pending Sale of Convergent Security Solutions ("CSS")

In December 2021, the Company announced that it had reached a definitive agreement for the sale of most of its Security assets to Securitas AB for $3.2 billion in cash.

The proposed transaction includes the Company's CSS business comprising of commercial electronic security and healthcare businesses.

The transaction does not include the Company's automatic doors business.

The sale is subject to regulatory approvals and other customary closing conditions, and is expected to close in the first half of 2022.

Net proceeds from the sale are expected to be used to fund, in part, an approximately $4 billion share repurchase which is planned to be completed in 2022.

The use of net proceeds towards a planned share repurchase program is consistent with the Company's long-term capital allocation strategy focused on value maximization.

The Company previously acquired a 20 percent interest in MTD in January 2019.

With over $2.6 billion of revenue in 2021, MTD designs, manufactures and distributes lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, handheld outdoor power equipment and garden tools for both residential and professional consumers under well-known brands like Cub Cadet® and Troy-Bilt®.

On November 12, 2021, the Company acquired Excel Industries ("Excel").

Excel is a leading designer and manufacturer of premium commercial and residential turf-care equipment under the brands of Hustler Turf Equipment® and BigDog Mower Co®.

The Company believes this is a strategically important bolt-on acquisition that bolsters the presence in the independent dealer network.

The Company expects the combination of MTD, Excel and its existing outdoor strategic business unit in Tools & Storage will create a global leader in the $25 billion and growing outdoor category, with strong brands and growth opportunities.

As part of the integration of these businesses, the Company plans to design, develop and manufacture battery and electric-powered solutions for professional and residential users.

This will position the combined businesses to be a leader as preferences shift from gas powered equipment toward electrified solutions in outdoor power equipment.

The National Collegiate Athletic Association sponsorship delivered an estimated 308+ million views through TV-visible DEWALT® branding at 25 colleges and universities across five (Atlantic Coast Conference, Big Ten, Big 12, Pac-12 and Mountain West) Division 1 conferences.

During 2021, the Company also announced its “Official Tools” sponsorship with McLaren Racing in Formula 1 – a partnership well on track for 2022.

In 2021, the McLaren team sported the DEWALT® logo on the car for 16 races starting at the British Grand Prix in July.

The STANLEY®, DEWALT® and CRAFTSMAN® brands continue to have prominent signage in Major League Baseball ("MLB") stadiums appearing in many MLB games.

The Company has also maintained long-standing NASCAR and NHRA racing sponsorships, which provided brand exposure during nearly 60 events in 2021 with the STANLEY®, DEWALT®, CRAFTSMAN®, IRWIN® and MAC TOOLS® brands.

The Company also advertises in the English Premier League, which is the number one soccer league in the world, featuring STANLEY®, BLACK+DECKER® and DEWALT® brands to a global audience.

In 2014, the Company became a sponsor for one of the world’s most popular football clubs, FC Barcelona ("FCB"), including player image rights, hospitality assets and stadium signage.

In 2018, the Company was announced as the first ever shirt sponsor for the FCB Women's team in support of its commitment to global diversity and inclusion.

Allocating brand and advertising spend judiciously will continue to be the Company’s focus.

Among the goals: being front and center in an emerging digital landscape, evolving proven marketing programs that tie trusted global brands with societal purpose and tapping into technologies to build meaning 1:1 experiences with customers, consumers, employees and shareholders in line with the Company’s mission and vision.

Segments

The Company’s operations are classified into two reportable business segments: Tools & Storage and Industrial.

The Company has one non-reportable business operating segment, Mechanical Access Solutions ("MAS").

Tools & Storage

The Outdoor business 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), handheld outdoor power equipment, garden tools, and parts and accessories to professionals and consumers under the DEWALT®, CUB CADET®, BLACK+DECKER®, CRAFTSMAN®, TROY-BILT®, and HUSTLER® brand names.

Industrial

The Company’s results represent continuing operations and exclude the commercial electronic security and healthcare businesses following the aforementioned announced divestiture in December 2021, unless specifically noted.

The operating results of these businesses previously were included in the Security segment and have been classified as discontinued operations.

The results and measures, including gross profit, selling, general, and administrative ("SG&A"), Other, net, and segment profit, on a basis excluding acquisition-related and other charges, and organic growth are Non-GAAP financial measures.

The Company considers the use of Non-GAAP financial measures relevant to aid analysis and understanding of the Company’s results and business trends aside from the material impact of these items and ensures appropriate comparability to operating results of prior periods.

The Company’s operating results at the consolidated level as discussed below include and exclude acquisition-related and other charges impacting gross profit, SG&A, and Other, net.

The Company’s business segment results as discussed below include and exclude acquisition-related and other charges impacting gross profit and SG&A.

These amounts for the year-to-date periods of 2021, 2020 and 2019 are as follows:

2021

| | | | | | | | | | | | | | | | | | | | | | | | |

The program’s primary focus was to: (a) adjust the Company’s supply chain and manufacturing labor base to match the demand environment; (b) substantially reduce indirect spending; (c) reduce staffing, compensation and benefits in a manner that ensured the Company was prepared to respond to changes in demand; and (d) capture the significant raw material deflation opportunity from 2020.

In addition, the Company reduced capital expenditures in 2020.

As a result of these actions, the Company continues to believe it is in a strong financial position and has significant flexibility to continue navigating this dynamic period.

However, the overall impact of the COVID-19 pandemic on the Company's business, results of operations, or liquidity remains uncertain.

Refer to *Financial Condition* below and *Item 1A.

Risk Factors* in Part I of this Form 10-K for further discussion.

Share Repurchases

In April 2018, the Company repurchased 1,399,732 shares of common stock for approximately $200 million.

In July 2018, the Company repurchased 2,086,792 shares of common stock for approximately $300 million.

MTD manufactures and distributes gas-powered lawn tractors, zero turn mowers, walk behind mowers,

snow throwers, trimmers, chain saws, utility vehicles and other outdoor power equipment.

Under the terms of the agreement, the Company has the option to acquire the remaining 80 percent of MTD beginning on July 1, 2021 and ending on January 2, 2029.

In the event the option is exercised, the companies have agreed to a valuation multiple based on MTD’s 2018 Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), with an equitable sharing arrangement for future EBITDA growth.

The investment in MTD increases the Company's presence in the greater than $20 billion lawn and garden segment and enables the two companies to work together to pursue revenue and cost opportunities, improve operational efficiency, and introduce new and innovative products for professional and residential outdoor equipment customers, utilizing each company's respective portfolios of strong brands.

On April 2, 2018, the Company acquired Nelson Fastener Systems (“Nelson”), which excluded Nelson's automotive stud welding business.

This acquisition, which has been integrated into the Engineered Fastening business, was complementary to the Company's product offerings, enhanced its presence in the general industrial end markets, and expanded its portfolio of highly-engineered fastening solutions.

On March 9, 2017, the Company acquired the Tools business of Newell Brands ("Newell Tools") which included the highly attractive industrial cutting, hand tool and power tool accessory brands IRWIN® and LENOX®.

The acquisition enhanced the Company’s position within the global tools & storage industry and broadened the Company’s product offerings and solutions to customers and end users, particularly within power tool accessories.

On March 8, 2017, the Company purchased the Craftsman® brand from Sears Holdings Corporation (“Sears Holdings”).

The acquisition provided the Company with the rights to develop, manufacture and sell Craftsman®-branded products in non-Sears Holdings channels.

The acquisition significantly increased the availability of Craftsman®-branded products to consumers in previously underpenetrated channels, enhanced innovation, and added manufacturing jobs in the U.S. to support growth.

On February 22, 2017, the Company sold the majority of its mechanical security businesses, which included the commercial hardware brands of Best Access, phi Precision and GMT.

The results and measures, including gross profit and segment profit, on a basis excluding these amounts are considered relevant to aid analysis and understanding of the Company's results aside from the material impact of these items.

These amounts are as follows:

The Company reported $400 million in pre-tax charges during 2020, which were comprised of the following:

The tax effect on the above net charges was approximately $92 million.

The amounts above resulted in net after-tax charges of $199 million, or $1.27 per diluted share.

The Company reported $363 million in pre-tax charges during 2019, which were comprised of the following:

The tax effect on the above net charges was approximately $78 million.

The amounts above resulted in net after-tax charges of $309 million, or $2.05 per diluted share.

2018

The Company reported $450 million in pre-tax charges during 2018, which were comprised of the following:

- $66 million reducing Gross Profit primarily pertaining to inventory step-up charges for the Nelson acquisition and an incremental freight charge due to nonperformance by a third-party service provider;

- $108 million in Other, net primarily related to deal transaction costs and a settlement with the Environmental Protection Agency ("EPA");

- $1 million related to a previously divested business; and

- $117 million in Restructuring charges which primarily related to a cost reduction program.

The Company also recorded a net tax charge of $181 million, which was comprised of charges related to the Tax Cuts and Jobs Act ("the Act") partially offset by the tax benefit of the above pre-tax charges.

The above amounts resulted in net after-tax charges of $631 million, or $4.16 per diluted share.

- The Security business, with its attractive recurring revenue, presents a significant margin accretion opportunity over the longer term and has historically provided a stable revenue stream through economic cycles, is a gateway into the digital world and an avenue to capitalize on rapid market or societal changes.

Security has embarked on a business transformation which will apply technology to lower its cost to serve and create new commercial offerings for its small to medium enterprise and large key account customers.

The Company is a diversified global provider of hand tools, power [removed: tools] [added: tools, outdoor products] and related accessories, engineered fastening systems and products, services and equipment for oil & gas and infrastructure applications, [removed: commercial electronic security] and [removed: monitoring systems, healthcare solutions, and] automatic doors, with [removed: 2020] [added: 2021] consolidated annual revenues of [removed: $14.5] [added: $15.6] billion.

Approximately [removed: 61%] [added: 60%] of the Company’s [removed: 2020] [added: 2021] revenues were generated in the United States, with the remainder largely from Europe [removed: (19%),] [added: (17%),] emerging markets [removed: (11%)] [added: (14%)] and Canada (5%).

The above strategy has also resulted in approximately [removed: $11.5] [added: $13.5] billion of acquisitions since 2002 (excluding the Merger), which was enabled by strong cash flow generation and increased debt capacity.

In recent years, the Company completed the acquisitions of [added: the remaining 80 percent ownership stake of MTD Holdings Inc. ("MTD") for approximately $1.5 billion, Excel Industries ("Excel") for approximately $374 million,] Consolidated Aerospace Manufacturing, LLC ("CAM") for approximately $1.4 billion, [added: and] International Equipment Solutions Attachments Group ("IES Attachments") for approximately $654 [removed: million, Nelson Fastener Systems ("Nelson") for approximately $424 million, the Tools business of Newell Brands ("Newell Tools") for approximately $1.8 billion, and the Craftsman® brand from Sears Holdings Corporation ("Sears Holdings") for an estimated cash purchase price of approximately $937 million on a discounted basis.][added: million.]

The CAM acquisition further [removed: diversifies] [added: diversified] the Company's presence in the industrial markets and [removed: expands] [added: expanded] its portfolio of specialty fasteners in the aerospace and defense markets.

In May 2019, the Company sold its Sargent and Greenleaf mechanical locks business [removed: within the Security segment] for net proceeds of $79 million.

The Company has established environmental, social and corporate governance [added: ("ESG")] targets embodied in its 2030 [removed: Corporate Social Responsibility (“CSR”)] [added: ESG] strategy that include [removed: upskilling] [added: empowering] 10 million makers and creators, enhancing 500 million lives through [removed: purpose driven] [added: purpose-driven] product [removed: innovation, becoming carbon-positive, landfill-free, and reducing water use in water stressed and scarce areas.]

The carbon [removed: positive] [added: neutrality] target includes third-party approved science-based targets to reduce absolute scope 1 and 2 greenhouse gas emissions by greater than 100% by 2030, and to reduce supply chain emissions by 35%.

The Company’s [removed: CSR] [added: ESG] strategy considers all life-cycle stages including material procurement from supply chain partners, product design, manufacturing, distribution and transportation, product use, product service and end-of-life.

The Company’s operations are classified into [removed: three] [added: two] reportable business [removed: segments, which also represent its operating] segments: Tools & [removed: Storage, Industrial] [added: Storage] and [removed: Security.][added: Industrial.]

All [added: reportable] segments have significant international operations and are exposed to translational and transactional impacts from fluctuations in foreign currency exchange rates.

The Tools & Storage segment is comprised of the Power Tools [removed: and Equipment ("PTE") and] [added: Group ("PTG"),] Hand Tools, Accessories & Storage [removed: ("HTAS")] [added: ("HTAS"), and Outdoor Power Equipment ("Outdoor")] businesses.

Annual revenues in the Tools & Storage segment were [removed: $10.3] [added: $12.8] billion in [removed: 2020,] [added: 2021,] representing [removed: 71%] [added: 82%] of the Company’s total revenues.

The [removed: PTE] [added: PTG] business includes both professional and consumer products.

Consumer products include corded and cordless electric power tools sold primarily under the BLACK+DECKER® brand, [removed: lawn] and [removed: garden products, including hedge trimmers, string trimmers, lawn mowers, edgers and related accessories, and] home products such as hand-held vacuums, paint tools and cleaning appliances.

The segment sells its products to professional end users, distributors, [added: independent dealers,] retail consumers and industrial customers in a wide variety of industries and geographies.

The majority of sales are distributed through retailers, including home centers, mass merchants, hardware stores, and retail lumber yards, as well as third-party [removed: distributors] [added: distributors, independent dealers,] and a direct sales force.

Annual revenues in the Industrial segment were [removed: $2.3] [added: $2.5] billion in [removed: 2020,] [added: 2021,] representing 16% of the Company’s total revenues.

[removed: Oil & Gas sells and] rents custom pipe handling, joint welding and coating equipment used in the construction of large and small diameter pipelines, and provides pipeline inspection services.

Annual revenues [removed: in] [added: for] the [removed: Security] [added: MAS] segment were [removed: $1.9] [added: $0.3] billion in [removed: 2020,] [added: 2021,] representing [removed: 13%] [added: 2%] of the Company’s total revenues.

Products [removed: for both businesses] are sold predominantly on a direct sales basis.

Lowe's accounted for approximately 15%, [removed: 15%] [added: 17%] and [removed: 12%] [added: 17%] of the Company's consolidated net sales in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively, while The Home Depot accounted for approximately [removed: 12%] [added: 15%, 14%] and [removed: 10%] [added: 12%] of the Company's consolidated net sales in [added: 2021,] 2020 and 2019, respectively.

No other customer exceeded 10% of the Company's consolidated net sales in [removed: 2020, 2019] [added: 2021, 2020] or [removed: 2018.][added: 2019.]

The Company plans to continue leveraging Operations Excellence to generate ongoing improvements, both in the existing business and future acquisitions, in working capital turns, cycle times, complexity reduction and customer service levels, with a long-term goal of [removed: sustaining] [added: delivering] 10+ working capital turns.

The Company also purchases components such as batteries, motors, [added: engines, transmissions,] and electronic components to use in manufacturing and assembly operations along with resin-based molded parts.

The Company owns numerous patents, none of which individually is material to the Company's [removed: operations as a whole.]

In the Tools & Storage segment, significant trademarks include STANLEY®, BLACK+DECKER®, DEWALT®, FLEXVOLT®, IRWIN®, LENOX®, CRAFTSMAN®, PORTER-CABLE®, BOSTITCH®, FATMAX®, Powers®, Guaranteed Tough®, MAC TOOLS®, PROTO®, Vidmar®, FACOM®, Expert®, [removed: LISTA®] [added: LISTA®, MTD®, CUB CADET®, TROY-BILT®, HUSTLER®,] and the yellow & black color scheme for power tools and accessories.

The [removed: Security] [added: MAS] segment includes significant trademarks such as [removed: STANLEY®, HSM®, SONITROL®,] [added: STANLEY® and] Stanley Access [removed: Technologies™, AeroScout®, Hugs®, WanderGuard®, Roam Alert®, MyCall®, Arial® and Bed-Check®.][added: Technologies™.]

The Company's operations are subject to numerous federal, state and local laws and regulations, both within and outside the U.S., in areas such as environmental protection, international trade, data privacy, tax, consumer protection, government contracts, [added: climate change] and others.

As of January [removed: 2, 2021] [added: 1, 2022] and [removed: December 28, 2019,] [added: January 2, 2021,] the Company had reserves of [removed: $174.2] [added: $159.1] million and [removed: $213.8] [added: $174.2] million, respectively, for remediation activities associated with Company-owned properties, as well as for Superfund sites, for losses that are probable and estimable.

Of the [removed: 2020] [added: 2021] amount, [removed: $46.7] [added: $46.1] million is classified as current and [removed: $127.5] [added: $113.0] million as long-term, which is expected to be paid over the estimated remediation period.

As of January [removed: 2, 2021,] [added: 1, 2022,] the Company has recorded [removed: $15.9] [added: $16.1] million in other assets related to funding by the Environmental Protection Agency ("EPA") and monies received have been placed in trust in accordance with the Consent Decree associated with the West Coast Loading Corporation ("WCLC") proceedings, as further discussed in *Note S, Contingencies*, of the *Notes to Consolidated Financial Statements* in *Item 8*.

Accordingly, the Company's net cash obligation as of January [removed: 2, 2021] [added: 1, 2022] associated with the aforementioned remediation activities is [removed: $158.3] [added: $143.0] million.

The range of environmental remediation costs that is reasonably possible is [removed: $102.9] [added: $93.7] million to [removed: $245.3] [added: $229.3] million, which is subject to change in the near term.

Compliance with government regulations, including environmental [added: and climate change] regulations, has not had, and based on current information and the applicable laws and regulations currently in effect, is not expected to have a material effect on the Company's capital expenditures, results of operations or competitive position.

[removed: As] [added: Approximately 37%] of [removed: January 2, 2021, the Company had approximately 53,100] [added: total] employees [removed: in over 60 countries, approximately one-third of whom] were employed in the U.S. In addition, the Company had approximately [removed: 10,500] [added: 10,400] temporary contractors globally, primarily in operations.

The workforce is comprised of approximately [removed: 68%] [added: 69%] hourly-paid employees, principally in manufacturing, distribution [removed: center] [added: centers] and security monitoring operations, and [removed: 32%] [added: 31%] salaried employees.

[removed: Nearly 1,400] [added: There were approximately 1,500] U.S. employees [removed: are] covered by collective bargaining agreements dispersed among 28 different local labor unions, and a majority of European employees are represented by [removed: workers councils.][added: Works Councils.]

The Company strives to maintain a positive relationship with all its employees, as well as the unions and [removed: workers] [added: works] councils representing [removed: them] [added: them,] where applicable.

The CEO and the management Executive Committee are entrusted with developing and advancing the Company’s [removed: key] human capital strategy which is reviewed [added: annually] with [added: periodic updates on progress with] the [removed: Board of Directors.][added: Board.]

The MTD acquisition expands the Company's presence in the $25 billion and growing outdoor category, with strong brands and growth opportunities.

Excel is a strategically important bolt-on acquisition that bolsters the presence in the independent dealer network.

Furthermore, in December 2021, the Company announced that it had reached a definitive agreement for the sale of most of its Security assets to Securitas AB for $3.2 billion in cash.

The proposed transaction includes the Company's Convergent Security Solutions ("CSS") business comprising of commercial electronic security and healthcare businesses.

The transaction does not include the Company's automatic doors business.

The sale is subject to regulatory approvals and other customary closing conditions, and is expected to close in the first half of 2022.

Net proceeds from the sale are expected to be used to fund, in part, an approximately $4 billion share repurchase which is planned to be completed in 2022.

The use of net proceeds towards a planned share repurchase program is consistent with the Company's long-term capital allocation strategy focused on value maximization.

innovation, becoming carbon-neutral, landfill-free across its operations, and reducing water use in water stressed and scarce areas.

The Company has one non-reportable business operating segment, Mechanical Access Solutions ("MAS").

The Outdoor business 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), handheld outdoor power equipment, garden tools, and parts and accessories to professionals and consumers under the DEWALT®, CUB CADET®, BLACK+DECKER®, CRAFTSMAN®, TROY-BILT®, and HUSTLER® brand names.

Oil & Gas sells and

Mechanical Access Solutions

Working capital turns were 5.1 at the end of 2021, down 6.0 turns from 2020, due to inventory investments to support the sustained strong demand outlook and longer lead times related to the challenged global supply chain which has substantially increased inventory in transit.

Similar to other industries, the Company is experiencing supply chain constraints in semiconductors that is limiting its ability to fully serve its customer demand, however the Company has taken steps in 2021 to add supply and the Company's supply chain outlook for these electronic components continues to improve.

operations as a whole.

At Stanley Black & Decker, human capital management proliferates what the Company considers to be its Purpose (why the organization exists), Values (intrinsically important priorities), Leadership Principles (how the senior leadership thinks about problems and people), and Operating Model (the long-term plan of action and priorities).

The Company is aware that the world in which it operates necessitates acceleration of how it prioritizes human capital and the enhanced focus on empathic leadership, health and well-being and the growing needs of a globally diverse workforce.

The Company believes its strategic focus on its people, culture and employer brand differentiates it in this dynamic, competitive landscape.

Tenets of its strategic focus include employee experience powered by the intersection of people and technology, hybrid working models, understanding how to maximize talent by leveraging people analytics, and driving leadership behaviors such as agility, inclusion, flexibility, among others in its management teams.

The Company continues to focus and invest in talent and people experiences, which it believes is critical to its continued success as a 179-year-old organization.

As of January 1, 2022, the Company had approximately 71,300 employees, inclusive of recently acquired businesses and approximately 8,000 employees included in the aforementioned pending sale of the CSS business, in over 60 countries.

Six U.S. collective bargaining agreements are scheduled for renegotiation in the next 12 months.

*Attraction*

In 2021, the Company invested in its employer of choice branding and specialty recruiting.

Examples of branding investments include launching a program for new hires to notify their social media networks upon joining the Company, new app-based technology that allows colleagues to share curated news about the Company externally, and a refresh of the Company’s public website.

Examples of recruiting investments include dedicated resources to source diverse talent, a new recruiting client resource management platform, and organizing internal recruiting teams to better focus on highly technical roles with skills shortages such as data scientists, software engineers, and battery engineers.

The Company also has an emphasis on university recruiting at historically black colleges and universities and professional associations such as the Society of Hispanic Professional Engineers to expand its reach to identify diverse candidates.

*Development*

Talent development is a key enabler of the SBD Operating Model where people and technology sit at the center.

Performance feedback is designed to happen in real time throughout the year.

The Company offers over 30,000 training courses to its colleagues, and employees attended more than 25,000 hours of online voluntary learning in 2021.

Additionally, the Company focuses on leadership development anchored around its Leader Principles, Values and newly introduced leader habits and behaviors that highlight the importance of attributes like empathy, inclusivity and listening.

The Company invested in AI-based video technology to help its operations employees learn outside of the classroom and to increase uptake.

In 2021, the Company invested in development and talent initiatives for its operations workforce through a dedicated operations-focused Workforce Readiness organization.

With a focus on critical skills, up-skilling initiatives, and future career opportunities across its operations workforce, the Company is educating and developing the workforce together with advancements in manufacturing capabilities.

*Retention*

The Company monitors organizational health through a variety of channels including employee opinion surveys, townhalls, roundtables, listening sessions, and an internal communications and social collaboration platform called Workplace.

The

Company’s People Analytics team has built an interactive cloud-based organizational portal that provides leaders with over 30 metrics related to headcount, hiring, and retention to enhance insight from people data and add new dimensions of forward looking, predictive capability.

The Nelson acquisition was complementary to the Company's product offerings, enhanced its presence in the general industrial end markets, and expanded its portfolio of highly-engineered fastening solutions.

The Newell Tools acquisition, which included the industrial cutting, hand tool and power tool accessory brands IRWIN® and LENOX®, enhanced the Company’s position within the global tools & storage industry and broadened the Company’s product offerings and solutions to customers and end users, particularly within power tool accessories.

The Craftsman acquisition provided the Company with the rights to develop, manufacture and sell Craftsman®-branded products in non-Sears Holdings channels.

In January 2019, the Company acquired a 20 percent interest in MTD Holdings Inc. ("MTD"), a privately held global manufacturer of outdoor power equipment, for $234 million in cash.

Under the terms of the agreement, the Company has the option to acquire the remaining 80 percent of MTD beginning on July 1, 2021.

The investment in MTD increases the Company's presence in the greater than $20 billion lawn and garden segment and enables the two companies to work together to pursue revenue and cost opportunities, improve operational efficiency, and introduce new and innovative products for professional and residential outdoor equipment customers, utilizing each company's respective portfolios of strong brands.

In February 2017, the Company completed the sale of the majority of its mechanical security businesses, which included the commercial hardware brands of Best Access, phi Precision and GMT, for net proceeds of approximately $717 million.

Security

The Security segment is comprised of the Convergent Security Solutions ("CSS") and Mechanical Access Solutions ("MAS") businesses.

The CSS business designs, supplies and installs commercial electronic security systems and provides electronic security services, including alarm monitoring, video surveillance, fire alarm monitoring, systems integration and system maintenance.

Purchasers of these systems typically contract for ongoing security systems monitoring and maintenance at the time of initial equipment installation.

The business also sells healthcare solutions, which include asset tracking, infant protection, pediatric protection, patient protection, wander management, fall management, and emergency call products.

The CSS business sells to consumers, retailers, educational, financial and healthcare institutions, as well as commercial, governmental and industrial customers.

Competition in the Security segment is generally fragmented via both large international companies and regional providers.

Competition tends to be based primarily on price and the quality and comprehensiveness of services offered to customers.

The continued focus on the operating principles above have been instrumental in reducing working capital and creating significant opportunities to generate incremental free cash flow (defined as cash flow from operations less capital and software expenditures).

Working capital turns were 10.4 at the end of 2020, up 0.6 turns from 2019, reflecting the strong revenue performance in 2020.

The Company’s purpose is For Those Who Make the World, which puts employees, customers, communities and plants at the heart of its human capital strategies and practices.

The Company defines success as delivering value for all stakeholders.

The Company believes its commitment to quality, safety and sustainability enables its vision to be the type of uniquely human-centered global industrial company that strives to keep every stakeholder in mind and the Company's values, operating model and oversight of its human capital support this purpose.

There have been no significant interruptions of the Company’s operations in recent years due to labor disputes.

Diversity, equity and inclusion are key to successfully achieving business and organizational objectives.

Key processes include ongoing performance and development feedback, quarterly diversity, equity and inclusion reviews, and periodic engagement surveys that are reviewed by the management Executive Committee and Board of Directors.

The Company's management Executive Committee, Board of Directors and workforce are dedicated to diversity, equity and inclusion and work to ensure that all employees feel valued, heard and are positioned to succeed.

The Company strives to create a culture of equality that unlocks human potential and uncovers the key drivers of a workplace in which everyone can advance and thrive.

Veterans, Women, and Working Parents.

In 2020, the management Executive Committee prioritized a focus on gender and racial/ethnic diversity across the Company.

The Company launched an equity campaign designed to reach, inspire, support and engage (“RISE”) women and people of color.

Lifelong Learning

The Company believes a sustainable competitive advantage is achieved through lifelong learning.

The employees' rate of learning, resilience, and adaptive performance enables the Company to innovate, operate with excellence, and deliver value to customers and shareholders.

Tailored programs address career advancement, leadership development, and skill development needs of the workforce across the Company.

Employees consumed more than 25,000 hours of online voluntary learning in 2020.

As a leader in advanced manufacturing the Company also strives to provide meaningful training and development for critical skills, new skills, and ways of working with technology to its labor and factory workforce.

This includes new operational skills, maintenance, digital, and management skills.

The Company utilizes a broad range of capabilities, modes of learning, and platforms, including the use of artificial intelligence and data analytics to achieve its lifelong learning and advanced manufacturing objectives.

The diversity of skills, ways of working, and adaptability of the Company's operating model continue to increase and are reflected in all aspects of its talent management practices.

Internal talent reviews are conducted annually to manage talent and leadership performance.

The Company utilizes feedback provided by employees through multiple channels, including internal social platforms, listening sessions, and periodic surveys to improve the employee experience and aspires to be the employer of choice.

Development and succession plans are managed in partnership with Human Resources and business segments.

In the normal course of business, the Company is involved in various lawsuits and claims, including product liability, [removed: environmental] [added: environmental, intellectual property, contract] and [added: commercial, advertising, employment and] distributor claims, and administrative proceedings.

The Company has identified that certain expenses it incurred in previous years constituted undisclosed perquisites.

The Company has voluntarily disclosed this information to the U.S. Securities and Exchange Commission ("SEC") and is cooperating with the SEC’s investigation of this matter.

For the named executive officers in fiscal year 2021, the Company has calculated the amount of the undisclosed perquisites to be up to approximately $225,000 in 2020 and up to approximately $350,000 in 2019.

These amounts relate principally to use of corporate aircraft and will be included in the Company’s proxy statement for its 2022 annual shareholders meeting.

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.

The Company is in the process, with the assistance of professional advisors, of reviewing and further enhancing relevant policies, procedures, and controls.

Currently the Company does not believe that this matter will have a material impact on its financial condition or results of operations, although it is possible that a loss related to this matter may be incurred.

Given the ongoing nature of this matter, management cannot predict the duration, scope, or outcome of the SEC’s investigation or estimate the potential magnitude of any such loss or range of loss, or the cost of the ongoing SEC investigation.

Any determination that the Company’s expense and perquisite reporting practices were not in compliance with existing laws or regulations could result in the imposition of fines, civil or criminal penalties, equitable remedies, including disgorgement, injunctive relief, or other sanctions against the Company.

The Company also may become a party to litigation or other legal proceedings over these matters.

For the fiscal year ended January [removed: 2, 2021][added: 1, 2022]

As of [removed: June 26, 2020,] [added: July 2, 2021,] the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $21.8] [added: $33.9] billion based on the New York Stock Exchange closing price for such shares on that date.

On February [removed: 15, 2021,] [added: 16, 2022,] the registrant had [removed: 160,893,004] [added: 163,352,135] shares of common stock outstanding.

Portions of the registrant’s definitive proxy statement relating to its [removed: 2021] [added: 2022] annual meeting of shareholders (the [removed: "2021] [added: "2022] Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

The [removed: 2021] [added: 2022] Proxy Statement will be filed with the U.S. Securities Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

| ITEM 1. | | | [removed: [BUSINESS](#i8a97ce39eaa24e708983b8751e997899_13)] [added: [BUSINESS](#i59ce910e86a74863a213e069ee221194_13)] | | | [removed: [3](#i8a97ce39eaa24e708983b8751e997899_13)] [added: [3](#i59ce910e86a74863a213e069ee221194_13)] | | | | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i8a97ce39eaa24e708983b8751e997899_16)] [added: FACTORS](#i59ce910e86a74863a213e069ee221194_16)] | | | [removed: [9](#i8a97ce39eaa24e708983b8751e997899_16)] [added: [10](#i59ce910e86a74863a213e069ee221194_16)] | | | | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i8a97ce39eaa24e708983b8751e997899_19)] [added: COMMENTS](#i59ce910e86a74863a213e069ee221194_19)] | | | [removed: [22](#i8a97ce39eaa24e708983b8751e997899_19)] [added: [24](#i59ce910e86a74863a213e069ee221194_19)] | | | | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i8a97ce39eaa24e708983b8751e997899_22)] [added: [PROPERTIES](#i59ce910e86a74863a213e069ee221194_22)] | | | [removed: [22](#i8a97ce39eaa24e708983b8751e997899_22)] [added: [24](#i59ce910e86a74863a213e069ee221194_22)] | | | | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i8a97ce39eaa24e708983b8751e997899_25)] [added: PROCEEDINGS](#i59ce910e86a74863a213e069ee221194_25)] | | | [removed: [22](#i8a97ce39eaa24e708983b8751e997899_25)] [added: [24](#i59ce910e86a74863a213e069ee221194_25)] | | | | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i8a97ce39eaa24e708983b8751e997899_28)] [added: DISCLOSURES](#i59ce910e86a74863a213e069ee221194_28)] | | | [removed: [22](#i8a97ce39eaa24e708983b8751e997899_28)] [added: [25](#i59ce910e86a74863a213e069ee221194_28)] | | | | | |

| ITEM 5. | | | [MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i8a97ce39eaa24e708983b8751e997899_34)] [added: SECURITIES](#i59ce910e86a74863a213e069ee221194_34)] | | | [removed: [23](#i8a97ce39eaa24e708983b8751e997899_34)] [added: [26](#i59ce910e86a74863a213e069ee221194_34)] | | | | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i8a97ce39eaa24e708983b8751e997899_40)] [added: OPERATIONS](#i59ce910e86a74863a213e069ee221194_40)] | | | [removed: [27](#i8a97ce39eaa24e708983b8751e997899_40)] [added: [28](#i59ce910e86a74863a213e069ee221194_40)] | | | | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i8a97ce39eaa24e708983b8751e997899_55)] [added: RISK](#i59ce910e86a74863a213e069ee221194_55)] | | | [removed: [50](#i8a97ce39eaa24e708983b8751e997899_55)] [added: [51](#i59ce910e86a74863a213e069ee221194_55)] | | | | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i8a97ce39eaa24e708983b8751e997899_58)] [added: DATA](#i59ce910e86a74863a213e069ee221194_58)] | | | [removed: [50](#i8a97ce39eaa24e708983b8751e997899_58)] [added: [51](#i59ce910e86a74863a213e069ee221194_58)] | | | | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS [removed: WITH](#i8a97ce39eaa24e708983b8751e997899_61) [A](#i8a97ce39eaa24e708983b8751e997899_61)[CCOUNTANTS] [added: WITH ACCOUNTANTS] ON ACCOUNTING [removed: AND](#i8a97ce39eaa24e708983b8751e997899_61)] [added: AND](#i59ce910e86a74863a213e069ee221194_61)] [FINANCIAL [removed: DISCLOSURE](#i8a97ce39eaa24e708983b8751e997899_61)] [added: DISCLOSURE](#i59ce910e86a74863a213e069ee221194_61)] | | | [removed: [50](#i8a97ce39eaa24e708983b8751e997899_61)] [added: [51](#i59ce910e86a74863a213e069ee221194_61)] | | | | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i8a97ce39eaa24e708983b8751e997899_64)] [added: PROCEDURES](#i59ce910e86a74863a213e069ee221194_64)] | | | [removed: [51](#i8a97ce39eaa24e708983b8751e997899_64)] [added: [52](#i59ce910e86a74863a213e069ee221194_64)] | | | | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i8a97ce39eaa24e708983b8751e997899_67)] [added: INFORMATION](#i59ce910e86a74863a213e069ee221194_67)] | | | [removed: [51](#i8a97ce39eaa24e708983b8751e997899_67)] [added: [53](#i59ce910e86a74863a213e069ee221194_67)] | | | | | |

| [PART [removed: III](#i8a97ce39eaa24e708983b8751e997899_70)] [added: III](#i59ce910e86a74863a213e069ee221194_70)] | | | | | | | | | | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE [removed: REGISTRANT](#i8a97ce39eaa24e708983b8751e997899_73)] [added: REGISTRANT](#i59ce910e86a74863a213e069ee221194_73)] | | | [removed: [52](#i8a97ce39eaa24e708983b8751e997899_73)] [added: [54](#i59ce910e86a74863a213e069ee221194_73)] | | | | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i8a97ce39eaa24e708983b8751e997899_76)] [added: COMPENSATION](#i59ce910e86a74863a213e069ee221194_76)] | | | [removed: [54](#i8a97ce39eaa24e708983b8751e997899_76)] [added: [56](#i59ce910e86a74863a213e069ee221194_76)] | | | | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i8a97ce39eaa24e708983b8751e997899_79)] [added: MATTERS](#i59ce910e86a74863a213e069ee221194_79)] | | | [removed: [54](#i8a97ce39eaa24e708983b8751e997899_79)] [added: [56](#i59ce910e86a74863a213e069ee221194_79)] | | | | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i8a97ce39eaa24e708983b8751e997899_82)] [added: INDEPENDENCE](#i59ce910e86a74863a213e069ee221194_82)] | | | [removed: [56](#i8a97ce39eaa24e708983b8751e997899_82)] [added: [58](#i59ce910e86a74863a213e069ee221194_82)] | | | | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i8a97ce39eaa24e708983b8751e997899_85)] [added: SERVICES](#i59ce910e86a74863a213e069ee221194_85)] | | | [removed: [56](#i8a97ce39eaa24e708983b8751e997899_85)] [added: [58](#i59ce910e86a74863a213e069ee221194_85)] | | | | | |

| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULE](#i8a97ce39eaa24e708983b8751e997899_91)] [added: SCHEDULE](#i59ce910e86a74863a213e069ee221194_91)] | | | [removed: [56](#i8a97ce39eaa24e708983b8751e997899_91)] [added: [58](#i59ce910e86a74863a213e069ee221194_91)] | | | | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i8a97ce39eaa24e708983b8751e997899_97)] [added: SUMMARY](#i59ce910e86a74863a213e069ee221194_97)] | | | [removed: [58](#i8a97ce39eaa24e708983b8751e997899_97)] [added: [60](#i59ce910e86a74863a213e069ee221194_97)] | | | | | |

| SIGNATURES | | | | | | [removed: [59](#i8a97ce39eaa24e708983b8751e997899_100)] [added: [61](#i59ce910e86a74863a213e069ee221194_100)] | | | | | |

| [removed: EX-10.17] [added: EX-10.17(e)] | | | | | | | | | | | |

| [PART I](#i59ce910e86a74863a213e069ee221194_10) | | | | | | | | | | | |

| [PART II](#i59ce910e86a74863a213e069ee221194_31) | | | | | | | | | | | |

| ITEM 6. | | | [REMOVED AND RESERVED](#i59ce910e86a74863a213e069ee221194_37) | | | [28](#i59ce910e86a74863a213e069ee221194_37) | | | | | |

| [PART IV](#i59ce910e86a74863a213e069ee221194_88) | | | | | | | | | | | |

| | | | | | | | | | | | |

| [PART I](#i8a97ce39eaa24e708983b8751e997899_10) | | | | | | | | | | | |

| [PART II](#i8a97ce39eaa24e708983b8751e997899_31) | | | | | | | | | | | |

| ITEM 6. | | | [SELECTED FINANCIAL DATA](#i8a97ce39eaa24e708983b8751e997899_37) | | | [25](#i8a97ce39eaa24e708983b8751e997899_37) | | | | | |

| [PART IV](#i8a97ce39eaa24e708983b8751e997899_88) | | | | | | | | | | | |

| EX-4.11 | | | | | | | | | | | |

| EX-10.6 | | | | | | | | | | | |

| EX-10.7 | | | | | | | | | | | |

| EX-10.28 | | | | | | | | | | | |

| EX-10.29 | | | | | | | | | | | |

As of January [removed: 2, 2021,] [added: 1, 2022,] the Company and its subsidiaries owned or leased significant facilities used for manufacturing, distribution and sales offices in [removed: 20] [added: 23] states and [removed: 18] [added: 20] countries.

The Company has [removed: 92] [added: 110] facilities including its corporate headquarters that are larger than 100,000 square feet, as follows:

| Tools & Storage | | | [removed: 43] [added: 46] | | | | | | [removed: 22] [added: 38] | | | | | | [removed: 65] [added: 84] | | |

| Industrial | | | [removed: 15] [added: 14] | | | | | | [removed: 6] [added: 7] | | | | | | 21 | | |

| Total | | | [removed: 61] [added: 63] | | | | | | [removed: 31] [added: 47] | | | | | | [removed: 92] [added: 110] | | |

The combined size of these facilities is approximately [removed: 25] [added: 29] million square feet.

| Mechanical Access Solutions | | | 1 | | | | | | 1 | | | | | | 2 | | |

Excluded from the table above, the Company identified one lease, larger than 100,000 square feet, which is part of discontinued operations.

| Security | | | 1 | | | | | | 2 | | | | | | 3 | | |

The Company’s high and low quarterly stock prices on the NYSE for the years ended January [added: 1, 2022 and January] 2, 2021 [removed: and December 28, 2019] follow:

| First | | | | | | $ | [removed: 172.53] [added: 202.07] | | | | | $ | [removed: 72.03] [added: 169.35] | | | | | $ | [removed: 0.69] [added: 0.70] | | | | | $ | [removed: 138.92] [added: 172.53] | | | | | $ | [removed: 115.69] [added: 72.03] | | | | | $ | [removed: 0.66] [added: 0.69] | |

| Second | | | | | | $ | [removed: 148.23] [added: 220.69] | | | | | $ | [removed: 92.13] [added: 194.92] | | | | | $ | [removed: 0.69] [added: 0.70] | | | | | $ | [removed: 153.08] [added: 148.23] | | | | | $ | [removed: 127.22] [added: 92.13] | | | | | $ | [removed: 0.66] [added: 0.69] | |

| Third | | | | | | $ | [removed: 166.25] [added: 209.43] | | | | | $ | [removed: 135.61] [added: 174.87] | | | | | $ | [removed: 0.70] [added: 0.79] | | | | | $ | [removed: 152.51] [added: 166.25] | | | | | $ | [removed: 128.85] [added: 135.61] | | | | | $ | [removed: 0.69] [added: 0.70] | |

| Fourth | | | | | | $ | [removed: 190.94] [added: 196.61] | | | | | $ | [removed: 161.48] [added: 171.07] | | | | | $ | [removed: 0.70] [added: 0.79] | | | | | $ | [removed: 167.76] [added: 190.94] | | | | | $ | [removed: 135.09] [added: 161.48] | | | | | $ | [removed: 0.69] [added: 0.70] | |

| Total | | | | | | | | | | | | | | | | | | $ | [removed: 2.78] [added: 2.98] | | | | | | | | | | | | | | | | | $ | [removed: 2.70] [added: 2.78] | |

As of February [removed: 5, 2021,] [added: 4, 2022,] there were [removed: 9,029] [added: 8,755] holders of record of the Company’s common stock.

The following table provides information about the Company’s purchases of equity securities that are registered by the Company pursuant to Section 12 of the Securities Exchange Act of 1934 for the three months ended January [removed: 2, 2021:][added: 1, 2022:]

| [removed: 2020] [added: 2021] | | | | | | Total Number Of Shares Purchased (a) | | | | | | Average Price Paid Per Share | | | | | | Total Number Of Shares Purchased As Part Of A Publicly Announced Plan or Program | | | | | | Maximum Number Of Shares That May Yet Be Purchased Under The Program (b) | | |

(b)On [removed: July 20, 2017,] [added: April 23, 2021,] the Board of Directors approved a new repurchase program [removed: for] [added: of] up to [removed: 15.0] [added: 20.0] million shares of the [removed: Company’s] [added: Company's] common stock [added: (the "April 2021 Program")] and terminated [removed: its] [added: the] previously approved repurchase program.

As of January [removed: 2, 2021,] [added: 1, 2022,] the authorized shares available for repurchase under [removed: the new repurchase program] [added: April 2021 Program] totaled [removed: approximately 11.5] [added: 20.0] million shares.

The currently authorized shares available for repurchase [added: under the new repurchase program] do not include approximately 3.6 million shares reserved and authorized for purchase under the Company’s [removed: previously] approved repurchase program [added: in place prior to the April 2021 Program] relating to a forward share purchase contract entered into [removed: in March 2015.]

[removed: ][added: ]

| THE POINTS IN THE ABOVE TABLE ARE AS FOLLOWS: | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

The comparison assumes $100 invested at the closing price on [removed: January 2,] [added: December 31,] 2016 in the Company’s common stock, S&P 500 Index, and S&P 500 Industrials Index.

| | | | | | | 2021 | | | | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | |

| October 3 - November 6 | | | | | | 3,980 | | | | | | $ | 180.09 | | | | | — | | | | | | 20,000,000 | | |

| November 7 - December 4 | | | | | | 58,996 | | | | | | 177.99 | | | | | | — | | | | | | 20,000,000 | | |

| December 5 - January 1 | | | | | | 15,877 | | | | | | 187.71 | | | | | | — | | | | | | 20,000,000 | | |

| Total | | | | | | 78,853 | | | | | | $ | 180.05 | | | | | — | | | | | | 20,000,000 | | |

On February 16, 2022, the Board of Directors terminated the April 2021 Program and approved a new repurchase program of up to the greater of (i) 20.0 million shares of the Company’s common stock; and (ii) the number of shares of the Company’s common stock in the aggregate that can be purchased for an amount up to $2.5 billion.

As of February 16, 2022, the authorized shares available for purchase under the new program totaled the greater of (i) 20.0 million shares; and (ii) the number of shares in the aggregate that can be purchased for an amount up to $2.5 billion.

The new repurchase program does not have an expiration date.

The Company may repurchase shares under the repurchase program through open market purchases, privately negotiated transactions or share repurchase programs, including one or more accelerated share repurchase programs (under which an initial payment for the entire repurchase amount may be made at the inception of the program).

Such repurchases may be funded from cash on hand, short-term borrowings or other sources of cash at the Company’s discretion, and the Company is under no obligation to repurchase any shares pursuant to the repurchase program.

In the second quarter of 2021, the Company net-share settled capped call options and received 344,004 shares.

This transaction was completed under the approved repurchase program in place prior to the April 2021 Program.

in March 2015.

| Stanley Black & Decker | | | $ | 100.00 | | | | | $ | 150.48 | | | | | $ | 107.32 | | | | | $ | 152.79 | | | | | $ | 167.52 | | | | | $ | 179.76 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 121.82 | | | | | $ | 115.48 | | | | | $ | 153.54 | | | | | $ | 181.29 | | | | | $ | 233.28 | |

| S&P 500 Industrials | | | $ | 100.00 | | | | | $ | 122.71 | | | | | $ | 118.04 | | | | | $ | 157.93 | | | | | $ | 194.02 | | | | | $ | 248.15 | |

| | | | | | | 2020 | | | | | | | | | | | | | | | | | | 2019 | | | | | | | | | | | | | | |

| September 27 - October 31 | | | | | | 3,494 | | | | | | $ | 175.67 | | | | | — | | | | | | 11,450,000 | | |

| November 1 - November 28 | | | | | | 11 | | | | | | $ | 164.57 | | | | | — | | | | | | 11,450,000 | | |

| November 29 - January 2 | | | | | | 79,591 | | | | | | $ | 176.76 | | | | | — | | | | | | 11,450,000 | | |

| Total | | | | | | 83,096 | | | | | | $ | 176.71 | | | | | — | | | | | | 11,450,000 | | |

| Stanley Black & Decker | | | $ | 100.00 | | | | | $ | 109.65 | | | | | $ | 165.01 | | | | | $ | 117.68 | | | | | $ | 167.54 | | | | | $ | 183.69 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 111.95 | | | | | $ | 136.38 | | | | | $ | 129.28 | | | | | $ | 171.90 | | | | | $ | 202.96 | |

| S&P 500 Industrials | | | $ | 100.00 | | | | | $ | 110.16 | | | | | $ | 135.19 | | | | | $ | 130.05 | | | | | $ | 174.00 | | | | | $ | 213.76 | |

Acquisitions and divestitures completed by the Company during the five-year period presented below affect comparability of results.

Refer to *Note E, Acquisitions and Investments*, and *Note T, Divestitures*, of the *Notes to Consolidated Financial Statements* in *Item 8* and prior year 10-K filings for further information.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (Millions of Dollars, Except Per Share Amounts) | | | | | | 2020 (a) | | | | | | 2019 (b) | | | | | | 2018 (c) | | | | | | 2017 (d) | | | | | | 2016 | | |

| Net sales | | | | | | $ | 14,535 | | | | | $ | 14,442 | | | | | $ | 13,982 | | | | | $ | 12,967 | | | | | $ | 11,594 | |

| Net Earnings Attributable to Common Shareowners | | | | | | $ | 1,210 | | | | | $ | 956 | | | | | $ | 605 | | | | | $ | 1,227 | | | | | $ | 968 | |

| Earnings per share of common stock: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | $ | 7.85 | | | | | $ | 6.44 | | | | | $ | 4.06 | | | | | $ | 8.20 | | | | | $ | 6.63 | |

| Diluted | | | | | | $ | 7.77 | | | | | $ | 6.35 | | | | | $ | 3.99 | | | | | $ | 8.05 | | | | | $ | 6.53 | |

| Percent of net sales: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of sales | | | | | | 65.8 | | % | | | | 66.7 | | % | | | | 65.3 | | % | | | | 63.1 | | % | | | | 63.2 | | % |

| Selling, general and administrative(e) | | | | | | 21.3 | | % | | | | 21.1 | | % | | | | 22.7 | | % | | | | 23.1 | | % | | | | 22.7 | | % |

| Other, net | | | | | | 1.8 | | % | | | | 1.7 | | % | | | | 2.1 | | % | | | | 2.1 | | % | | | | 1.6 | | % |

| Restructuring charges | | | | | | 0.6 | | % | | | | 1.1 | | % | | | | 1.1 | | % | | | | 0.4 | | % | | | | 0.4 | | % |

| Interest, net | | | | | | 1.4 | | % | | | | 1.6 | | % | | | | 1.5 | | % | | | | 1.4 | | % | | | | 1.5 | | % |

| Earnings before income taxes and equity interest | | | | | | 8.7 | | % | | | | 7.8 | | % | | | | 7.3 | | % | | | | 11.8 | | % | | | | 10.6 | | % |

| Net Earnings Attributable to Common Shareowners | | | | | | 8.3 | | % | | | | 6.6 | | % | | | | 4.3 | | % | | | | 9.5 | | % | | | | 8.3 | | % |

| Balance sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets(f) | | | | | | $ | 23,566 | | | | | $ | 20,597 | | | | | $ | 19,408 | | | | | $ | 19,098 | | | | | $ | 15,655 | |

| Long-term debt, including current maturities | | | | | | $ | 4,245 | | | | | $ | 3,180 | | | | | $ | 3,822 | | | | | $ | 3,806 | | | | | $ | 3,806 | |

| Stanley Black & Decker, Inc.’s shareowners’ equity | | | | | | $ | 11,060 | | | | | $ | 9,136 | | | | | $ | 7,836 | | | | | $ | 8,302 | | | | | $ | 6,374 | |

| Ratios: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total debt to total capital | | | | | | 27.7 | | % | | | | 27.8 | | % | | | | 34.9 | | % | | | | 31.5 | | % | | | | 37.4 | | % |

| Income tax rate | | | | | | 3.3 | | % | | | | 14.2 | | % | | | | 40.7 | | % | | | | 19.7 | | % | | | | 21.3 | | % |

| Common stock data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends per share | | | | | | $ | 2.78 | | | | | $ | 2.70 | | | | | $ | 2.58 | | | | | $ | 2.42 | | | | | $ | 2.26 | |

| Equity per basic share at year-end | | | | | | $ | 70.40 | | | | | $ | 60.97 | | | | | $ | 53.07 | | | | | $ | 55.20 | | | | | $ | 42.80 | |

| Market price per share — high | | | | | | $ | 190.94 | | | | | $ | 167.76 | | | | | $ | 175.91 | | | | | $ | 170.03 | | | | | $ | 125.78 | |

| Market price per share — low | | | | | | $ | 72.03 | | | | | $ | 115.69 | | | | | $ | 108.45 | | | | | $ | 115.75 | | | | | $ | 90.14 | |

| Weighted-average shares outstanding (in 000’s): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | 154,176 | | | | | | 148,365 | | | | | | 148,919 | | | | | | 149,629 | | | | | | 146,041 | | |

| Diluted | | | | | | 155,861 | | | | | | 150,558 | | | | | | 151,643 | | | | | | 152,449 | | | | | | 148,207 | | |

| Other information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average number of employees(g) | | | | | | 62,606 | | | | | | 61,755 | | | | | | 60,785 | | | | | | 57,076 | | | | | | 53,231 | | |

| Shareowners of record at end of year | | | | | | 9,064 | | | | | | 9,360 | | | | | | 9,727 | | | | | | 10,014 | | | | | | 10,313 | | |

(a)The Company's 2020 results include $400 million of pre-tax charges related to a cost reduction program, loss on extinguishment of debt, inventory step-up charges, deal costs, Security business transformation and margin resiliency initiatives, and a net loss related to the sales of businesses, partially offset by a release of a contingent consideration liability relating to the CAM acquisition.

As a result, as a percentage of Net sales, Cost of sales was 49 basis points higher, Selling, general, & administrative was 121 basis points higher, Other, net was 6 basis points higher, Restructuring charges was 57 basis points higher, and Earnings before income taxes and equity interest was 275 basis points lower.

The Company also recorded a tax benefit of $211 million, which is comprised of a $119 million one-time tax benefit associated with a supply chain reorganization and a $92 million tax benefit of the above pre-tax charges.

In addition, the Company's share of MTD's net earnings included an after-tax charge of approximately $10 million.

The [added: Company’s] management [removed: of Stanley Black & Decker, Inc. (the “Company”)] is responsible for establishing and maintaining adequate internal control over financial reporting.

Since Stanley Black & Decker, Inc. has not yet fully incorporated the internal controls and procedures of [removed: CAM] [added: MTD and Excel] into Stanley Black & Decker, Inc.'s internal control over financial reporting, management excluded [removed: this business] [added: these businesses] from its assessment of the effectiveness of internal control over financial reporting as of January [removed: 2, 2021.][added: 1, 2022.]

[removed: CAM] [added: MTD] accounted for [removed: 6%] [added: 5%] of Stanley Black & Decker, Inc.'s total assets as of January [removed: 2, 2021] [added: 1, 2022] and [removed: 2%] [added: 1%] of Stanley Black & Decker, Inc.'s net sales for the year then ended.

[removed: In making its assessment, management] [added: Under the supervision and with the participation of management, including the Chief Executive Officer and the President and Chief Financial Officer, the Company] has [removed: utilized] [added: assessed] the [added: effectiveness of its internal control over financial reporting as of the end of the period covered by this report based upon the] criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated Framework (2013 Framework).

[removed: There] [added: Other than those items noted above, there] has been no change in the Company’s internal control over financial reporting that occurred during the fiscal year ended January [removed: 2, 2021] [added: 1, 2022] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial [removed: reporting aside from the previously mentioned acquisition of CAM.][added: reporting.]

Material Weaknesses in Internal Control Over Financial Reporting

The management of Stanley Black & Decker, Inc. (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined under Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Based on that assessment, the Chief Executive Officer and the President and Chief Financial Officer concluded that the Company's internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America as of January 1, 2022 due to the material weaknesses in internal control described below.

A material weakness, as defined in Rule 12b-2 under the Exchange Act, is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Subsequent to the filing of its 2020 Form 10-K, the Company received comments from the SEC Staff regarding its accounting for equity units issued in May 2017 and November 2019 (the “Equity Units”).

Upon further reflection of the comments received by the Staff and the nature of the Equity Units, the Company determined that errors were made in its original accounting conclusions resulting from material weaknesses in its internal control over financial reporting for such instruments.

The Company determined the errors were the result of the following deficiencies in internal control over financial reporting:

1.The design of its control to consider all the relevant authoritative accounting guidance for financial instruments with debt- and equity-like features; and

2.The design of its control to consider financial instruments with debt- and equity-like features in the calculation of earnings per share.

The Company assessed whether there was a reasonable possibility that a material misstatement would not have been prevented or detected on a timely basis as a result of the above control deficiencies.

The first control deficiency could result in a determination that there are two units of account in which the forward stock purchase contracts, when evaluated separately as freestanding instruments, would be precluded from equity classification.

As a result, the asset or liability related to the forward stock purchase contracts would be subject to mark-to-market accounting, which would be significantly influenced by factors outside of the Company’s control, including fluctuations in its share price.

The second control deficiency resulted in material errors in the calculation of diluted earnings per share previously disclosed in the Company’s historical financial statements.

Based on these factors, the Company concluded that the deficiencies noted above each rise to the level of a material weakness.

Remediation of Material Weaknesses

The Company acknowledges that its management is responsible for establishing and maintaining adequate internal control over financial reporting and assessing the effectiveness of its internal controls.

The Company is committed to maintaining a strong internal control environment and implementing measures to ensure that the control deficiencies identified above are remediated as soon as possible.

Management is in the process of implementing its remediation plan, which includes steps to design and implement new controls and expand education and training related to the accounting considerations for complex financing transactions.

The Company will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.

Evaluation of Disclosure Controls and Procedures

During the fourth quarter of 2021, the Company acquired the remaining 80 percent ownership stake in MTD Holdings Inc. ("MTD") and Excel Industries ("Excel") for approximately $1.5 billion and $374 million, respectfully.

Excel accounted less than 1% of Stanley Black & Decker, Inc.'s total assets as of January 1, 2022 and less than 1% of Stanley Black & Decker, Inc.'s net sales for the year then ended.

Refer to Management’s Report On Internal Control Over Financial Reporting on page 63.

In February 2020, the Company acquired Consolidated Aerospace Manufacturing, LLC ("CAM") for approximately $1.4 billion.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of January 2, 2021.

Management concluded that based on its assessment, the Company’s internal control over financial reporting was effective as of January 2, 2021.

Ernst & Young LLP, the auditor of the financial statements included in this annual report, has issued an attestation report on the registrant’s internal control over financial reporting, a copy of which appears on page 65.

Under the supervision and with the participation of management, including the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, the Company has, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act).

Based upon that evaluation, the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer have concluded that, as of January 2, 2021, the Company’s disclosure controls and procedures are effective.

As part of the ongoing integration activities, the Company will complete an assessment of existing controls and incorporate its controls and procedures into CAM.

Available on the Company's website at http://www.stanleyblackanddecker.com [removed: on the “Corporate Governance” section which appears] under the [removed: “Investors”] [added: “Who We Are”] heading is the Code of Business Ethics applicable to all of its directors, [removed: officers and employees worldwide and a Code of Ethics for] [added: officers, including] the Chief Executive [removed: Officer] [added: Officer, President] and [removed: senior financial officers including the] Chief Financial [removed: Officer] [added: Officer,] and [removed: principal accounting officer.][added: Vice President, Chief Accounting Officer, and employees worldwide.]

The Company intends to post on its website required information regarding any amendment to, or waiver from, the Code of Business Ethics that applies to [removed: our] [added: the Company's] Chief Executive Officer and senior financial officers within four business days after any such amendment or waiver.

The following is a list of the executive officers of the Company as of February [removed: 18, 2021:][added: 22, 2022:]

| James M. Loree [removed: (62)] [added: (63)] | | | | | | [removed: President &] Chief Executive Officer since August 2016. President & Chief Operating Officer (2013); Executive Vice President and Chief Operating Officer (2009); Executive Vice President Finance and Chief Financial Officer (1999). | | | | | | 7/19/1999 | | |

| Donald Allan, Jr. [removed: (56)] [added: (57)] | | | | | | [added: President & Chief Financial Officer since April 2021.] Executive Vice President & Chief Financial Officer [removed: since October 2016.] [added: (2016);] Senior Vice President & Chief Financial Officer (2010); Vice President & Chief Financial Officer (2009); Vice President & Corporate Controller (2002); Corporate Controller (2000); Assistant Controller (1999). | | | | | | 10/24/2006 | | |

| Janet M. Link [removed: (51)] [added: (52)] | | | | | | Senior Vice President, General Counsel and Secretary since July 2017. Executive Vice President, General Counsel, JC Penney Company, Inc. (2015); Vice President, Deputy General Counsel, JC Penney Company, Inc. (2014); Vice President, Deputy General Counsel, Clear Channel Companies (2013). | | | | | | 7/19/2017 | | |

| Jaime A. Ramirez [removed: (53)] [added: (54)] | | | | | | Executive Vice President & President, Global Tools & Storage since July 2020. Senior Vice President & Chief Operating Officer, Tools & Storage (2019); Senior Vice President & President, Global Emerging Markets (2012); President, Construction & DIY, Latin America (2010); Vice President and General Manager - Latin America, Power Tools & Accessories, The Black & Decker Corporation (2008); Vice President and General Manager - Andean Region The Black & Decker Corporation (2007). | | | | | | 3/12/2010 | | |

| John H. Wyatt [removed: (62)] [added: (63)] | | | | | | Senior Vice President & President, Stanley Outdoor since January 2021. Senior Vice President & President, Stanley Outdoor and Aerospace (2020); President, Stanley Engineered Fastening (2016); President, Sales & Marketing - Global Tools & Storage (2015); President, Construction & DIY, Europe and ANZ (2012); President, Construction & DIY, EMEA (2010); President-Europe, Middle East, and Africa, Power Tools and Accessories, The Black & Decker Corporation (2008); Vice President-Consumer Products (Europe, Middle East and Africa), The Black & Decker Corporation (2006). | | | | | | 3/12/2010 | | |

| Robert H. Raff [removed: (54)] [added: (55)] | | | | | | [added: Head of Outdoor Integration since July 2021.] President, Stanley Security [removed: since November 2016.] [added: (2016);] President, Stanley Electronic Security North America (2015); President, North America Sales, Construction & DIY (2010); President, Stanley National Hardware (2007); Vice President of Latin America, Construction & DIY (2005); General Manager, Construction & DIY (2002). | | | | | | 4/19/2018 | | |

| Graham N. Robinson [removed: (52)] [added: (53)] | | | | | | Senior Vice President & President, Stanley Industrial since April 2020. President, Honeywell Industrial Safety (Honeywell International) (2018); President, Honeywell Sensing and Internet of Things (Honeywell International) (2016); Chief Marketing Officer and Vice President, Global Strategy & Marketing, Automation and Control Solutions (Honeywell International) (2014). | | | | | | 4/17/2020 | | |

| Stephen Subasic [removed: (52)] [added: (53)] | | | | | | Senior Vice President, Chief Human Resources Officer since January 2021. Vice President, Human Resources & Corporate Talent Management (2019); Vice President, Human Resources, Global Tools & Storage (2015); Vice President, Human Resources, Construction & DIY (2011). | | | | | | 2/18/2021 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| Jeffery D. Ansell (53) | | | | | | Executive Vice President, Stanley Black & Decker since July 2020. Executive Vice President & President, Tools & Storage (2016); Senior Vice President and Group Executive, Global Tools & Storage (2015); Senior Vice President and Group Executive, Construction & DIY (2010); Vice President & President, Stanley Consumer Tools Group (2006); President - Consumer Tools and Storage (2004); President of Industrial Tools & Storage (2002); Vice President - Global Consumer Tools Marketing (2001); Vice President Consumer Sales America (1999). | | | | | | 2/22/2006 | | |

| Robert Blackburn (52) | | | | | | Senior Vice President of Global Operations since May 2019. Hoffman Group, CEO and Chairman of the Executive Board (2017); BASF S.E., President of Supply Chain Operations & Information Services (2007). | | | | | | 5/6/2019 | | |

The information required by this Item is incorporated herein by reference to the information set forth under the sections entitled "Compensation Discussion & Analysis" and [removed: “2020] [added: “2021] Executive Compensation” of the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The information required by Item 403 of Regulation S-K is incorporated herein by reference to the information set forth under the sections entitled "Security Ownership of Certain Beneficial Owners," "Security Ownership of Directors and Officers," "Compensation Discussion & Analysis" and [removed: “2020] [added: “2021] Executive Compensation” of the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Compensation plans under which the Company’s equity securities are authorized for issuance at January [removed: 2, 2021] [added: 1, 2022] follow:

(1)Consists of [removed: 5,875,246] [added: 5,573,672] shares underlying outstanding stock options (whether vested or unvested) with a weighted-average exercise price of [removed: $138.84] [added: $151.46] and a weighted-average term of [removed: 7.13] [added: 7.04] years; [removed: 2,033,157] [added: 1,877,887] shares underlying time-vesting restricted stock units that have not yet vested and the maximum number of shares that will be issued pursuant to outstanding performance awards if all established goals are met; and [removed: 96,244] [added: 109,937] of shares earned but related to which participants elected deferral of delivery.

(3)Consists of [removed: 1,480,962] [added: 1,388,655] of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and [removed: 8,113,781] [added: 5,260,005] securities available for future grants by the Board of Directors under stock-based compensation plans.

(4)U.S. [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 L, 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.

There is a non-qualified tax deferred savings plan for highly compensated salaried employees which mirrors [removed: the] [added: certain] qualified plan provisions, but was not specifically approved by security holders.

If the Company decides to make matching contributions for a year, it will make contributions, in an amount determined [removed: in] [added: 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 [removed: in effect prior to 2019.]

[added: For] both qualified and non-qualified plans, the investment of the employee’s contribution and the Company’s [added: matching] contribution is controlled by the employee and may include an election to invest in Company stock.

The number of securities remaining available for issuance under the plans at January [removed: 2, 2021] [added: 1, 2022] is not determinable, since the plans do not authorize a maximum number of securities.

| Equity compensation plans approved by security holders | | | | | | 7,561,496 | | | (1) | | | $ | 151.46 | | (2) | | | 6,648,660 | | | (3) | | |

| Total | | | | | | 7,561,496 | | | | | | $ | 151.46 | | | | | 6,648,660 | | | | | |

in effect prior to 2019.

| Equity compensation plans approved by security holders | | | | | | 8,004,647 | | | (1) | | | $ | 138.84 | | (2) | | | 9,594,743 | | | (3) | | |

| Total | | | | | | 8,004,647 | | | | | | $ | 138.84 | | | | | 9,594,743 | | | | | |

For

The information required by Items 404 and 407(a) of Regulation S-K is incorporated by reference to the information set forth under the sections entitled "Corporate Governance," "Director Independence" and "Related [removed: Party] [added: Person] Transactions" of the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The response to this portion of Item 15 is submitted as a separate section of this report beginning with an index thereto on page [removed: 57.][added: 59.]

See Exhibit Index in this Form 10-K on page [removed: 122.][added: 128.]

(b) See Exhibit Index in this Form 10-K on page [removed: 122.][added: 128.]

(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 [removed: 57.][added: 59.]

| Schedule II — Valuation and Qualifying Accounts is included in Item 15 (page [removed: 60).] [added: 62).] | | |

| Management’s Report on Internal Control Over Financial Reporting (page [removed: 61).] [added: 63).] | | |

| Report of Independent Registered Public Accounting Firm [added: (PCAOB ID: 00042)] — Financial Statement Opinion (page [removed: 62).] [added: 64).] | | |

| Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page [removed: 65).] [added: 67).] | | |

| Consolidated Statements of Operations — fiscal years ended January [added: 1, 2022, January] 2, 2021, [removed: December 28, 2019,] and December [removed: 29, 2018] [added: 28, 2019] (page [removed: 66).] [added: 69).] | | |

| Consolidated Statements of Comprehensive Income — fiscal years ended January [added: 1, 2022, January] 2, 2021, [removed: December 28, 2019,] and December [removed: 29, 2018] [added: 28, 2019] (page [removed: 67).] [added: 70).] | | |

| Consolidated Balance Sheets — January [added: 1, 2022 and January] 2, 2021 [removed: and December 28, 2019] (page [removed: 68).] [added: 71).] | | |

| Consolidated Statements of Cash Flows — fiscal years ended January [added: 1, 2022, January] 2, 2021, [removed: December 28, 2019,] and December [removed: 29, 2018] [added: 28, 2019] (page [removed: 69).] [added: 72).] | | |

| Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended January [added: 1, 2022, January] 2, 2021, [removed: December 28, 2019,] and December [removed: 29, 2018] [added: 28, 2019] (page [removed: 71).] [added: 74).] | | |

| Notes to Consolidated Financial Statements (page [removed: 72).] [added: 75).] | | |

| Selected Quarterly Financial Data (Unaudited) (page [removed: 121).] [added: 126).] | | |

| | | | | | | James M. Loree, [removed: President and] Chief Executive Officer | | |

| Date: | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | |

| /s/ James M. Loree | | | | | | [removed: President and] Chief Executive Officer | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

| /s/ Donald Allan, Jr. | | | | | | [removed: Executive Vice] President and Chief Financial Officer | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

| /s/ Jocelyn S. Belisle | | | | | | Vice President and Chief Accounting Officer | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

| * | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

| * | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

| * | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

| * | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

| * | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

| * | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

| * | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

| * | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

| * | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 22, 2022] | | | | | |

Fiscal years ended January [added: 1, 2022, January] 2, 2021, [removed: December 28, 2019,] and December [removed: 29, 2018][added: 28, 2019]

[added: |] (Millions of Dollars) [added: | | | | | |]

In February 2020, the Company acquired Consolidated Aerospace Manufacturing, LLC [removed: ("CAM") for approximately $1.4 billion.][added: ("CAM").]

Since Stanley Black & Decker, Inc. has not yet fully incorporated the internal controls and procedures of [removed: CAM] [added: MTD and Excel] into Stanley Black & Decker, Inc.'s internal control over financial reporting, management excluded [removed: this business] [added: these businesses] from its assessment of the effectiveness of internal control over financial reporting as of January [removed: 2, 2021.][added: 1, 2022.]

[removed: CAM] [added: MTD] accounted for [removed: 6%] [added: 5%] of Stanley Black & Decker, Inc.'s total assets as of January [removed: 2, 2021] [added: 1, 2022] and [removed: 2%] [added: 1%] of Stanley Black & Decker, Inc.'s net sales for the year then ended.

Management has assessed the effectiveness of Stanley Black & Decker, Inc.’s internal control over financial reporting as of January [removed: 2, 2021.][added: 1, 2022.]

Management concluded that based on its assessment, [added: and the existence of material weaknesses related to the accounting for equity units issued in May 2017 and November 2019,] Stanley Black & Decker, Inc.’s internal control over financial reporting was [added: not] effective as of January [removed: 2, 2021.][added: 1, 2022.]

Ernst & Young LLP, Registered Public Accounting Firm included in this annual report, has issued an attestation report on the registrant’s internal control over financial reporting, a copy of which appears on page [removed: 65.][added: 67.]

| James M. Loree, [removed: President and] Chief Executive Officer | | | | | |

| Donald Allan, Jr., [removed: Executive Vice] President and Chief Financial Officer | | | | | |

We have audited the accompanying consolidated balance sheets of Stanley Black & Decker, Inc. (the Company) as of January [removed: 2, 2021] [added: 1, 2022] and [removed: December 28, 2019,] [added: January 2, 2021,] the related consolidated statements of operations, comprehensive income, shareowners’ equity and cash flows for each of the three years in the period ended January [removed: 2, 2021,] [added: 1, 2022,] 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 January [removed: 2, 2021] [added: 1, 2022] and [removed: December 28, 2019,] [added: January 2, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 2, 2021,] [added: 1, 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January [removed: 2, 2021,] [added: 1, 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 18, 2021] [added: 22, 2022] expressed an [removed: unqualified] [added: adverse] opinion thereon.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the [removed: US] [added: U.S.] federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

| *Description of the Matter* | | | | | | As discussed in Note E of the consolidated financial statements, the Company acquired the [removed: specialty fasteners and components manufacturer, Consolidated Aerospace Manufacturing, LLC,] [added: remaining 80 percent ownership stake of MTD Holdings, Inc.,] on [removed: February 24, 2020] [added: December 1, 2021] for a total purchase price of approximately [removed: $1.46] [added: $1.5] billion, net of cash acquired. The Company [added: previously acquired a 20 percent interest in MTD in January 2019 for $234 million. The Company] allocated the purchase price, on a preliminary basis, to the assets acquired and liabilities assumed based on their respective fair values, [removed: including] [added: which included] identified intangible assets of [removed: $590 million and resulting goodwill of approximately $633] [added: $840] million. Auditing the Company's accounting for the acquired intangible assets involved subjective auditor judgment due to the significant estimation required in management’s determination of the fair value of customer [removed: relationships.] [added: relationships and certain tradenames.] The significant estimation was primarily due to the sensitivity of the significant assumptions in determining fair value, including discount rates, projected revenue growth rates and profit margins. These assumptions related to the future performance of the acquired business, are forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s accounting for business combinations. Our audit procedures included, among other procedures, testing controls over the valuation of customer relationships, including the valuation models and underlying assumptions used to develop such estimates. To test the estimated fair value of the customer [removed: relationships,] [added: relationships and certain tradenames,] we performed audit procedures that included, among other procedures, evaluating the appropriateness of the valuation methodologies and testing the significant assumptions used in the model, as described above, including the completeness and accuracy of the underlying data. We compared the significant assumptions to current industry, market and economic trends, to the historical results of the acquired business and to other guideline companies within the same industry. We performed sensitivity analyses to evaluate the change in the fair value of the customer relationships [added: and certain tradenames] that would result from changes in the discount rates, projected revenue growth rates and profit margins. We involved our internal valuation specialists to assist with our evaluation of the methodology used by the Company as well as certain assumptions within the valuation. | | |

| *Description of the Matter* | | | | | | At January [removed: 2, 2021,] [added: 1, 2022,] the Company’s goodwill balance was approximately [removed: $10,038] [added: $8,784] million. As discussed in Note A of the consolidated financial statements, goodwill is not amortized but rather is tested for impairment at least annually at the reporting unit level. The Company’s goodwill is initially assigned to its reporting units as of the relevant acquisition date. Auditing management’s annual goodwill impairment test for the Infrastructure reporting unit was challenging and highly judgmental due to the significant estimation [removed: required.] [added: required to determine the estimated fair value of the reporting unit.] In particular, the fair value estimate was sensitive to the significant assumption of revenue growth, which is affected by expected future market or economic conditions. [removed: A substantial portion of the revenues of the Infrastructure reporting unit are derived from customers’ investments in cyclical industries that typically are subject to severe economic cycles, partially driven by the prices of oil and of scrap metal, which could have an impact on the goodwill impairment analysis for the Infrastructure reporting unit.] | | |

| *Description of the Matter* | | | | | | At January [removed: 2, 2021,] [added: 1, 2022,] the Company had recorded a liability for uncertain tax positions of approximately [removed: $444] [added: $488] million. As discussed in Notes A and Q of the consolidated financial statements, the Company conducts business globally and, as a result, is subject to income tax in a number of locations, including many state and foreign jurisdictions. Uncertainty in a tax position may arise as tax laws are subject to interpretation. The Company uses significant judgment in (1) determining whether a tax position’s technical merits are more likely than not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. The Company considers many factors when evaluating and estimating its tax positions such as, but not limited to, the settlements of on-going audits. Auditing the [removed: measurement and determination] [added: completeness] of [removed: whether a] [added: the uncertain] tax [removed: position is more likely than not to be upheld under examination] [added: reserves] is challenging and subjective due to the Company’s global operations, the many tax jurisdictions in which it operates, the distinctive nature and unique facts and circumstances of each tax position and the interpretations of tax law and legal rulings. [removed: Many of these same factors also make it challenging to audit the completeness of the uncertain tax reserves.] | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We identified and tested controls around the Company’s judgments and determinations on tax positions, including the Company’s process to verify that all uncertain tax positions are identified and considered as part of the [removed: analysis,] [added: analysis and] controls addressing completeness of the uncertain tax [removed: positions and the determination of the more-likely-than-not amount of the positions to be upheld.] [added: positions.] With the support of our tax professionals, we performed an evaluation of the Company’s estimates with respect to uncertain tax positions including the technical merits of the Company’s tax positions. This included assessing the Company’s analysis of jurisdictions with potential tax liabilities and other international tax considerations. We considered the Company’s judgments and the factors involved with each significant tax position. To support our evaluation, we used our knowledge of, and experience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the Company’s accounting for those tax positions. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the completeness and accuracy of the data used to determine the amount of tax benefits recognized and tested the accuracy of such calculations. We also evaluated the Company’s income tax disclosures included in Note Q to the consolidated financial statements in relation to these matters. | | |

We have audited Stanley Black & Decker, Inc.’s internal control over financial reporting as of January [removed: 2, 2021,] [added: 1, 2022,] 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).

In our opinion, [added: because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria,] Stanley Black & Decker, Inc. (the Company) [removed: maintained, in all material respects,] [added: has not maintained] effective internal control over financial reporting as of January [removed: 2, 2021,] [added: 1, 2022,] based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Consolidated Aerospace Manufacturing, LLC (“CAM”),] [added: MTD Holdings, Inc. or Excel Industries,] which [removed: is] [added: are] included in the [removed: 2020] [added: 2021] consolidated financial statements of the Company and constituted [removed: 6%] [added: 5% and less than 1%] of total [removed: assets] [added: and net assets, respectively,] as of January [removed: 2, 2021] [added: 1, 2022] and [removed: 2%] [added: 1% and less than 1%] of net [removed: sales] [added: sales, respectively,] for the [removed: fiscal] year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: CAM.][added: MTD Holdings, Inc. or Excel Industries.]

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 January [removed: 2, 2021] [added: 1, 2022] and [removed: December 28, 2019, the] [added: January 2, 2021,] related consolidated statements of [removed: operations,] comprehensive income, [removed: shareowners'] [added: shareowners’] equity and cash flows for each of the three [removed: fiscal] years in the period ended January [removed: 2, 2021,] [added: 1, 2022,] and the related notes and schedule listed in the Index at Item [removed: 15(a) and our report dated February 18, 2021 expressed an unqualified opinion thereon.][added: 15(a).]

Fiscal years ended January [added: 1, 2022, January] 2, 2021, [removed: December 28, 2019,] and December [removed: 29, 2018][added: 28, 2019]

(Millions of Dollars, Except [added: Share and] Per Share Amounts)

| Jane M. Palmieri | | | | | | | | | | | | | | | | | |

| Mojdeh Poul | | | | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 22, 2022 | | | | | |

| Year Ended 2021 | | | $ | 110.9 | | | | | $ | 3.9 | | | | | $ | 3.9 | | | | | $ | (15.6) | | | | | $ | 103.1 | |

| Year Ended 2020 | | | $ | 94.1 | | | | | $ | 29.0 | | | | | $ | 8.5 | | | | | $ | (20.7) | | | | | $ | 110.9 | |

| Year Ended 2019 | | | $ | 81.1 | | | | | $ | 26.3 | | | | | $ | (4.8) | | | | | $ | (8.5) | | | | | $ | 94.1 | |

| Year Ended 2021 (c) | | | $ | 1,001.9 | | | | | $ | 190.7 | | | | | $ | 61.1 | | | | | $ | (186.5) | | | | | $ | 1,067.2 | |

| Year Ended 2020 | | | $ | 1,006.4 | | | | | $ | 296.9 | | | | | $ | (18.2) | | | | | $ | (283.2) | | | | | $ | 1,001.9 | |

| Year Ended 2019 | | | $ | 573.6 | | | | | $ | 452.1 | | | | | $ | 1.2 | | | | | $ | (20.5) | | | | | $ | 1,006.4 | |

The prior year amounts in the table above have been recast to exclude the amounts relating to businesses classified as discontinued operations.

Refer to *Note T, Divestitures*, of the *Notes to Consolidated Financial Statements* in *Item 8* for further discussion.

During the fourth quarter of 2021, the Company acquired the remaining 80 percent ownership stake in MTD Holdings Inc. ("MTD") and Excel Industries ("Excel") for approximately $1.5 billion and $374 million, respectfully.

Excel accounted for less than 1% of Stanley Black & Decker, Inc.'s total assets as of January 1, 2022 and less than 1% of Stanley Black & Decker, Inc.'s net sales for the year then ended.

| | | | | | | *Accounting for Acquisition of MTD Holdings, Inc.* | | |

February 22, 2022

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

Management has identified material weaknesses in controls related to (1) the design of its control to consider financial instruments with debt- and equity-like features in the calculation of earnings per share and (2) the design of its control to consider all the relevant authoritative accounting guidance for financial instruments with debt- and equity-like features.

The material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2021 consolidated financial statements, and this report does not affect our report dated February 22, 2022, which expressed an unqualified opinion thereon.

February 22, 2022

| Net Sales | | | $ | 15,617.2 | | | | | $ | 13,057.7 | | | | | $ | 12,912.9 | |

| Cost of sales | | | $ | 10,423.0 | | | | | $ | 8,652.3 | | | | | $ | 8,679.5 | |

| Other, net | | | 190.1 | | | | | | 217.8 | | | | | | 201.1 | | |

| Restructuring charges | | | 14.5 | | | | | | 73.8 | | | | | | 138.4 | | |

| Gain on equity method investment | | | (68.0) | | | | | | — | | | | | | — | | |

| Interest income | | | (9.8) | | | | | | (17.5) | | | | | | (51.9) | | |

| Interest expense | | | 185.4 | | | | | | 222.6 | | | | | | 282.2 | | |

| | | | $ | 13,976.2 | | | | | $ | 11,837.9 | | | | | $ | 11,818.5 | |

| Income taxes on continuing operations | | | 61.4 | | | | | | 43.0 | | | | | | 126.8 | | |

| Net earnings from continuing operations before equity interest | | | 1,579.6 | | | | | | 1,176.8 | | | | | | 967.6 | | |

| Net earnings from continuing operations | | | 1,598.6 | | | | | | 1,185.9 | | | | | | 956.4 | | |

| Net earnings from continuing operations attributable to Stanley Black & Decker, Inc. | | | $ | 1,600.3 | | | | | $ | 1,185.0 | | | | | $ | 954.2 | |

| Less: Preferred stock dividends and beneficial conversion feature | | | 14.2 | | | | | | 24.1 | | | | | | 1.8 | | |

| Net Earnings from Continuing Operations Attributable to Common Shareowners | | | $ | 1,586.1 | | | | | $ | 1,160.9 | | | | | $ | 952.4 | |

| Add: Contract adjustment payments accretion | | | 1.3 | | | | | | 1.7 | | | | | | 1.7 | | |

| Net Earnings from Continuing Operations Attributable to Common Shareowners - Diluted | | | $ | 1,587.4 | | | | | $ | 1,162.6 | | | | | $ | 954.1 | |

| Earnings from discontinued operations before income taxes | | | 70.2 | | | | | | 47.2 | | | | | | 35.6 | | |

| Income taxes on discontinued operations | | | (18.7) | | | | | | (1.6) | | | | | | 34.0 | | |

| Net earnings from discontinued operations | | | $ | 88.9 | | | | | $ | 48.8 | | | | | $ | 1.6 | |

| Continuing operations | | | $ | 9.99 | | | | | $ | 7.53 | | | | | $ | 6.42 | |

| Dmitri L. Stockton | | | | | | | | | | | | | | | | | |

| Year Ended 2020 | | | $ | 112.4 | | | | | $ | 41.1 | | | | | $ | 23.7 | | | | | $ | (36.1) | | | | | $ | 141.1 | |

| Year Ended 2019 | | | $ | 102.0 | | | | | $ | 33.0 | | | | | $ | 5.9 | | | | | $ | (28.5) | | | | | $ | 112.4 | |

| Year Ended 2018 | | | $ | 80.4 | | | | | $ | 28.0 | | | | | $ | 12.5 | | | | | $ | (18.9) | | | | | $ | 102.0 | |

| Year Ended 2020 (c) | | | $ | 1,065.0 | | | | | $ | 312.0 | | | | | $ | (8.6) | | | | | $ | (309.5) | | | | | $ | 1,058.9 | |

| Year Ended 2019 | | | $ | 626.7 | | | | | $ | 461.5 | | | | | $ | (0.5) | | | | | $ | (22.7) | | | | | $ | 1,065.0 | |

| Year Ended 2018 | | | $ | 516.7 | | | | | $ | 146.2 | | | | | $ | (6.4) | | | | | $ | (29.8) | | | | | $ | 626.7 | |

| | | | | | | *Accounting for Acquisition of Consolidated Aerospace Manufacturing, LLC* | | |

February 18, 2021

February 18, 2021

| Net Sales | | | $ | 14,534.6 | | | | | $ | 14,442.2 | | | | | $ | 13,982.4 | |

| Cost of sales | | | $ | 9,566.7 | | | | | $ | 9,636.7 | | | | | $ | 9,131.3 | |

| Other, net | | | 262.8 | | | | | | 249.1 | | | | | | 287.0 | | |

| Restructuring charges | | | 83.0 | | | | | | 154.1 | | | | | | 160.3 | | |

| Interest income | | | (18.0) | | | | | | (53.9) | | | | | | (68.7) | | |

| Interest expense | | | 223.1 | | | | | | 284.3 | | | | | | 277.9 | | |

| | | | $ | 13,267.6 | | | | | $ | 13,312.2 | | | | | $ | 12,960.3 | |

| Income taxes | | | 41.4 | | | | | | 160.8 | | | | | | 416.3 | | |

| Net earnings before equity interest | | | $ | 1,225.6 | | | | | $ | 969.2 | | | | | $ | 605.8 | |

| Net earnings | | | $ | 1,234.7 | | | | | $ | 958.0 | | | | | $ | 605.8 | |

| Less: Preferred stock dividends | | | 23.4 | | | | | | — | | | | | | — | | |

| Basic | | | $ | 7.85 | | | | | $ | 6.44 | | | | | $ | 4.06 | |

| Diluted | | | $ | 7.77 | | | | | $ | 6.35 | | | | | $ | 3.99 | |

| Prepaid expenses | | | 370.7 | | | | | | 395.4 | | |

| Goodwill | | | 10,038.1 | | | | | | 9,237.5 | | |

| Retained earnings | | | 7,547.6 | | | | | | 6,772.8 | | |

| ESOP | | | — | | | | | | (2.3) | | |

| | | | 12,608.9 | | | | | | 11,321.1 | | |

| Net earnings | | | $ | 1,234.7 | | | | | $ | 958.0 | | | | | $ | 605.8 | |

| Balance December 30, 2017 | | | $ | 750.0 | | | | | $ | 442.3 | | | | | $ | 4,643.2 | | | | | $ | 5,998.7 | | | | | $ | (1,589.1) | | | | | $ | (18.8) | | | | | $ | (1,924.1) | | | | | $ | 2.8 | | | | | $ | 8,305.0 | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | 605.2 | | | | | | | | | | | | | | | | | | | | | | | | 0.6 | | | | | | 605.8 | | |

| Issuance of common stock (941,854 shares) | | | | | | | | | | | | | | | (41.4) | | | | | | | | | | | | | | | | | | | | | | | | 79.9 | | | | | | | | | | | | 38.5 | | |

| Repurchase of common stock (3,677,435 shares) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (527.1) | | | | | | | | | | | | (527.1) | | |

| Premium paid on equity option | | | | | | | | | | | | | | | (57.3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (57.3) | | |

| ESOP | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8.3 | | | | | | | | | | | | | | | | | | 8.3 | | |

| Equity units - stock contract fees | | | | | | | | | | | | | | | (114.2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (114.2) | | |

| Issuance of common stock (7,474,394 shares) | | | | | | | | | | | | | | | 225.3 | | | | | | | | | | | | | | | | | | | | | | | | 671.7 | | | | | | | | | | | | 897.0 | | |

| Preferred stock issuance costs | | | | | | | | | | | | | | | (4.6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4.6) | | |

In February 2020, the Company acquired Consolidated Aerospace Manufacturing, LLC ("CAM"), an industry-leading manufacturer of specialty fasteners and components for the aerospace and defense markets.

In April 2018, the Company acquired the industrial business of Nelson Fastener Systems ("Nelson"), which excluded Nelson's automotive stud welding business.