Stanley Black & Decker (SWK) 10-K risk factor changes: FY2023 vs FY2022

- continued financial involvement in a divested business, such as through continuing equity ownership, guarantees, indemnities or other financial obligations; [removed: and]

- the loss of key personnel, distributors, clients or customers of acquired [removed: companies.][added: companies and difficulty in maintaining employee morale.]

Global supply chain constraints in the wake of [removed: the COVID-19 pandemic limited] [added: geopolitical tensions and conflicts have, and could again, adversely impact] the [removed: Company's visibility into] availability and lead times for [removed: products and their] [added: products,] component parts and raw materials [removed: but such constraints have softened in] [added: and thus negatively impact] the [removed: second half] [added: Company’s results] of [removed: 2022.][added: operations.]

In addition, the Company’s ability to import these items in a timely and cost-effective manner may 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 disputes and shortages, severe [added: weather, including severe] weather due to climate [removed: change] [added: change,] or increased homeland security requirements in the U.S. and other countries.

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

The Company is [removed: actively addressing this dynamic] [added: focused on optimizing inventory levels via improved supply chain conditions and strategic inventory management] through the Global Cost Reduction Program implemented in [removed: the third quarter of 2022,] [added: mid-2022,] which includes an initiative to reduce inventory levels by [removed: curtailing production and by] reducing complexity through SKU rationalization.

[removed: However, any] [added: Any] failure to achieve SKU rationalization efforts in an efficient manner or reduce inventory [removed: levels,] [added: levels in general,] or otherwise maintain appropriate inventory levels to meet consumer and customer demand, may expose the Company to risks of excess inventory and less marketable or obsolete inventory and could require the Company to sell excess or obsolete inventory at a discount, which could result in inventory write-offs that would negatively impact the Company’s revenues and profit margin.

In addition, the countries in which the Company’s products and materials are manufactured or imported from (including importation into the [removed: United States] [added: U.S.] of the Company's products manufactured overseas) may from time to time impose additional quotas, duties, tariffs or other restrictions on its imports (including restrictions on manufacturing operations) or adversely modify existing restrictions.

[removed: In recent years, changes] [added: Changes] in U.S. policy regarding international trade, including import and export regulation and international trade agreements, have negatively impacted the Company’s business.

For example, in 2018 the [removed: United States] [added: U.S.] imposed tariffs on steel and aluminum as well as on goods imported from China and certain other countries, which resulted in retaliatory tariffs by China and other countries.

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: Any] [added: Specifically, the Company sources materials from South Korea, China and Taiwan, and any] future tensions or conflicts in such regions could cause material 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 Company’s ability to find qualified suppliers who meet its standards, including a majority [added: of suppliers by spend] 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.

The effects of [removed: climate change, such as] extreme weather conditions, [added: including as a result of climate change,] 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 [removed: Australia, where] [added: Australia from which] steel and copper are [removed: sourced from] [added: sourced,] have experienced and are expected to continue to experience severe [removed: weather due to climate change.][added: weather.]

In [removed: 2022,] [added: 2023,] the two largest customers comprised approximately [removed: 28%] [added: 27%] of consolidated net sales, with U.S. and international mass merchants and home centers collectively comprising approximately [removed: 41%] [added: 42%] of consolidated net sales.

The Company may not be able to compete effectively on all of these fronts and with all of its competitors, and the failure to do so could have a material adverse effect on its sales and [removed: profit margins.][added: profits.]

[removed: Operations] [added: Operational] Excellence, one element of the [removed: SBD Operating Model,] [added: supply chain transformation,] is a continuous operational improvement process applied to many aspects of the Company’s business such as procurement, quality in manufacturing, maximizing customer fill rates, integrating acquisitions and other key business processes.

In the event the Company is not successful in effectively applying the [removed: Operations] [added: Operational] Excellence principles to its key business processes, including those of acquired businesses, its ability to compete and future earnings could be adversely affected.

The Company has significant operations outside of the [removed: United States,] [added: U.S.,] which are subject to political, legal, economic and other risks arising from operating outside of the [removed: United States.][added: U.S.]

[removed: Business] [added: The Company has significant] operations outside of the [removed: United States] [added: U.S. Such business operations] are subject to political, [added: legal,] economic and other risks inherent in operating in certain countries, such as:

- managing widespread operations and enforcing internal [added: controls,] policies and procedures [removed: such as compliance with] [added: designed to deter prohibited practices under] U.S. and foreign anti-bribery, anti-corruption, and [removed: sanctions regulations;][added: anti-money laundering regulations and sanctions, such as the U.S. Foreign Corrupt Practices Act of 1977 ("FCPA") and the UK Bribery Act of 2010;]

- trade protection measures and import or export licensing requirements including those related to the U.S.'s relationship with [removed: China;][added: China and economic and trade sanctions administered by the Office of Foreign Assets Control;]

- the application of certain labor regulations outside of the [removed: United States;][added: U.S.;]

- instability or changes in the general political and economic conditions in the countries where the Company operates (such as the [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine);][added: Ukraine, and Israel and Hamas and tensions in South Korea, China and Taiwan);]

Changes in the political or economic environments in the countries in which the Company operates [added: or violations or perceived violations of the laws and regulations of such countries] could have a material adverse effect on its financial condition, results of operations or cash flows.

Any [removed: determination that] [added: of] the [removed: Company has violated anti-bribery or anti-corruption laws or sanctions regulations could] [added: foregoing may] have a material adverse effect on the Company’s [removed: business,] [added: reputation,] operating results and financial condition.

[removed: Compliance] [added: Additionally, compliance] with international and U.S. laws and regulations that apply to the Company’s international operations increases the cost of doing business in foreign jurisdictions.

This transformation [added: has and] will [added: continue to] involve significant investment from the [removed: Company over the next two to three years,] [added: Company,] and the success and anticipated cost savings from this transformation are not assured.

The Company's facilities, supply chains, distribution systems, and information technology systems are subject to catastrophic loss due to natural disasters or other disruptions, including hurricanes and floods, power outages, fires, explosions, [removed: terrorism,] [added: terrorism or other geopolitical tensions,] equipment failures, sabotage, [removed: cyber] [added: cybersecurity] incidents, any potential effects of climate change and adverse weather conditions, labor disputes, critical supply failure, inaccurate downtime forecast, political disruption, public health crises, like a regional or global [removed: pandemic,] [added: pandemic such as COVID-19,] and other reasons, which can result in undesirable consequences, including financial losses and damaged relationships with customers.

In a limited number of circumstances, the magnitude of the Company’s purchases of certain items is of such significance that a change in established relationships with suppliers or increase in the costs of purchased raw materials, component parts or finished goods could result in manufacturing interruptions, delays, inefficiencies or an inability to market [added: products.]

The Company generates approximately [removed: 37%] [added: 38%] of its revenues outside the U.S., including [removed: 15%] [added: 16%] from Europe and 12% from various emerging market countries.

- the impact of an event or changes to political and economic conditions (individual country default, [removed: Brexit,] or break up of the Euro) could have an adverse impact on the global credit markets and global liquidity potentially impacting the Company’s ability to access these credit markets and to raise capital or [removed: disrupt] [added: disrupting] global energy supply or supply chains.

[removed: Although the Company] utilizes risk management tools, including hedging, as it deems appropriate, to mitigate a portion of potential market fluctuations in foreign currencies, there can be no assurance that such measures will result in all market fluctuation exposure being eliminated.

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 $2.5 billion committed credit [removed: facility,] [added: facility and] a $1.5 billion syndicated 364-Day Credit [removed: Agreement, and a $0.5 billion revolving credit loan.][added: Agreement.]

No amounts were outstanding against any of these facilities on December [removed: 31, 2022.][added: 30, 2023.]

As of December [removed: 31, 2022,] [added: 30, 2023,] the Company had [removed: $7.5] [added: $7.3] billion of indebtedness, including [removed: $5.4] [added: $6.2] billion of principal and [removed: $2.1] [added: $1.1] billion of commercial paper borrowings.

[removed: Specifically, the] [added: The] Company has an interest coverage covenant that must be maintained to permit continued access to its committed [removed: revolving] credit facilities.

The interest coverage ratio tested for covenant compliance compares adjusted Earnings Before Interest, Taxes, Depreciation and Amortization to adjusted [added: net] Interest Expense ("Adjusted EBITDA"/"Adjusted [added: Net] Interest Expense"); such adjustments to interest or EBITDA include, but are not limited to, removal of non-cash interest expense and stock-based compensation expense.

[removed: During 2022,] [added: Subject to certain adjustments for portions of] the [added: 2023 and 2024 fiscal year periods as detailed below, the] interest coverage ratio must not be less than 3.5 times and is computed quarterly, on a rolling twelve months (last twelve months) basis.

- difficulties in retaining existing or attracting new business and operational relationships, including with customers, suppliers and other counterparties;

- increased volatility and market vulnerability as a result of a more focused portfolio following completion of business combinations and investment transactions; and

Other potential consequences arising from the further escalation of conflicts and global geopolitical tensions cannot be predicted.

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

In mid-2022, the Company initiated a supply chain transformation designed to return adjusted gross margins to historical 35%+ levels by improving fill rates and better matching inventory with customer demand.

Although the Company

The Company was compliant with its debt covenant requirements in each of the 2023 quarterly measurement periods.

Any of the foregoing can be exacerbated by a delay or failure to detect a cybersecurity incident or the full extent of such incident.

Similarly, in the U.S., state-specific privacy regulations have created and continue to create new industry requirements, consumer privacy rights and enforcement mechanisms.

For instance, the Organization for Economic Cooperation and Development has enacted model rules for a new global minimum tax framework applicable to multi-national corporations, and various governments have enacted, or are in the process of enacting, legislation implementing all or part of these rules.

The Company is exposed to and becomes involved in various legal proceedings, claims, disputes and investigations arising out of the conduct of its business, including the matters described in *Item 3.

Refer to *Note S, Contingencies*, of the *Notes to Consolidated Financial Statements* in *Item 8* for further information about legal proceedings and other loss contingencies.

For example, in 2022, the Company completed the divestitures of its Security and Oil & Gas businesses.

In 2022 and 2021, the Company experienced significantly higher freight costs compared to freight costs incurred in 2020.

locate alternative ports or warehousing providers to avoid disruption to customers.

During the second half of 2020 and during 2021, the Company experienced higher than historical customer demand and increased supply chain constraints, resulting in historically high inventory levels.

As consumer and DIY demand softened in the second quarter of 2022, the Company’s inventory levels peaked in the first half of the year.

This initiative resulted in $775 million of inventory reduction in the second half of 2022.

In addition, the Company has a number of key suppliers in South Korea, China and Taiwan.

The Company generates a significant portion of its total revenue outside of the United States.

Additionally, the Company is subject to complex U.S., foreign and other local laws and regulations that are applicable to its operations abroad, such as the Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and other anti-bribery and anti-corruption laws.

Although the Company has implemented internal controls, policies and procedures and employee training and compliance programs to deter prohibited practices, such measures may not be effective in preventing employees, contractors or agents from violating or circumventing such internal policies and violating applicable laws and regulations.

The continuing adverse effects of the COVID-19 pandemic, including new variants, could have a materially negative impact on the Company’s business, operations, financial condition, results of operations, and liquidity.

The COVID-19 pandemic, including new variants, and the responses of governments, consumers and other businesses have adversely affected, and may continue to adversely affect, the Company’s business, financial condition, workforce and operations and the operations of its customers, distributors, suppliers and contractors.

The impacts of the COVID-19 pandemic include, but are not limited to:

- restrictions on the Company's access to its manufacturing facilities and on its support operations or workforce, and similar limitations for its distributors and suppliers;

- shifts and volatility in consumer spending and purchasing behaviors (such as the higher than usual customer demand for the Company’s products that occurred during the second half of 2020 and during 2021) that may hinder its ability to meet customer demand or may hinder its production capacity or supply chain;

- disruptions in commerce, including with respect to financial and other economic activities, services, travel and supply chains, and impacts on third parties with which the Company does business, which has, and may in the future result in, disruptions in the Company's supply chain, the inability of customers or suppliers to meet their obligations to the Company, loss or disruption of essential manufacturing and supply elements, operational delays, and increases in the cost of freight and labor;

- modifications to the Company’s business practices, including with respect to employee travel, employee work locations, restrictions on in-person meetings and events, and government-mandated vaccine protocols or policies;

- deteriorating economic conditions, such as economic slowdowns or recessions or significant disruptions or volatility in financial markets; and

- delays or modifications to the Company's strategic plans and other initiatives, including as a result of temporary and permanent cost-reduction measures such as adjustments to its supply chain and manufacturing labor base to match the demand environment or reductions in staffing, compensation and benefits, both of which the Company implemented in response to the COVID-19 pandemic, and may continue or occur in the future.

The degree to which COVID-19 and related responses continue to affect 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 of the outbreak, the severity of any resurgence in cases, the actions to contain the virus or treat its impact and the availability and effectiveness of vaccines and other treatments.

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

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.

Furthermore, a sustained downturn in financial markets and asset values could adversely affect the Company’s cost of capital, liquidity and access to capital markets, in addition to potentially increasing its pension funding obligations to ensure its pension plans continue to be adequately funded.

In the third quarter of 2022, the Company initiated a supply chain transformation aiming to improve fill rates and better match the needs of its customers, while improving gross margins.

The COVID-19 pandemic has disrupted, and may continue to disrupt, the Company's supply chain, distribution channels, production facilities, operations and customer demand, which has negatively impacted its operations and adversely affected its business and could continue to do so.

The development of technology products and services presents security and safety risks.

An increasing number of the Company's products, services, and technologies are delivered with Internet of Things (IoT) capabilities and the accompanying interconnected device networks, which include sensors, data and advanced computing capabilities.

The Company has developed product software designs that it believes are less susceptible to cyber-attacks, but despite these efforts, if products and services that include IoT solutions do not work as intended or are compromised, the possible consequences include financial loss, reputational damage, exposure to legal claims or enforcement actions, theft of intellectual property, and diminution in the value of the Company's investment in research, development and engineering, which in turn could adversely affect its competitiveness and results of operations.

products.

Under this covenant definition, the interest coverage ratio was 8.6 times EBITDA or higher in each of the 2022 quarterly measurement periods.

market conditions.

Discontinuation, reform or replacement of the London Inter-bank Offered Rate ("LIBOR") and other benchmark rates, or uncertainty related to the potential for any of the foregoing, may adversely affect the Company.

Certain of the Company’s contracts and derivative financial instruments use short-term prevailing interest rates, including LIBOR, as a reference rate.

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 by mid-2023.

In addition, other regulators have suggested reforming or replacing other benchmark rates.

These may be replaced by the Secured Overnight Financing Rate or other benchmark rates over the next several years.

The discontinuation, reform or replacement of LIBOR or any other benchmark rates may have an unpredictable impact on contractual mechanics in the credit markets or cause disruption to the broader financial markets.

These changes, and related uncertainty as to the nature of such potential discontinuation, reform or replacement may create incremental uncertainty in obtaining financing or increase the cost of borrowing.

Over the past two years, the Company has [removed: focused the] [added: re-shaped its] portfolio [added: to focus] on its leading positions in the [removed: Tools] [added: tools] & [removed: Outdoor] [added: outdoor] and [removed: Industrial businesses.][added: engineered fastening markets.]

Leveraging the benefits of a more focused portfolio, the Company initiated a business transformation [added: in mid-2022] that includes reinvestment for faster growth as well as a $2.0 billion Global Cost Reduction Program through 2025.

The Company’s primary areas of [added: multi-year] strategic focus [removed: are] [added: remain unchanged] as follows:

- [removed: Continuing to advance] [added: Advancing] innovation, electrification and global market penetration to achieve organic revenue growth of 2 to 3 times the market;

- [removed: Accelerating] [added: Returning adjusted gross margins to historical 35%+ levels by accelerating] the operations and supply chain transformation to improve fill rates and better match [removed: the needs of its customers while improving adjusted gross margins back to historical 35%+ levels;] [added: inventory with customer demand;] and

In the near term, the Company intends to direct any capital in excess of the quarterly dividend on its common [removed: share] [added: stock] toward debt reduction and internal [added: growth] investments.

During the first quarter of 2022, the Company repurchased 12,645,371 shares of its common stock for approximately $2.3 billion through a combination of an accelerated share repurchase [removed: ("ASR")] [added: ("ASR"), which provided for an initial delivery of 85% of the total notional share equivalent at execution, or 10,756,770 shares,] and open market share [removed: repurchases.][added: repurchases for a total of 1,888,601 shares.]

The final delivery of the remaining shares [removed: totaling 3,211,317] under the ASR [added: totaled 3,211,317 and] was completed during the second quarter of 2022.

On July 22, 2022, the Company sold its Convergent Security Solutions ("CSS") business comprised of the commercial electronic security and healthcare businesses to Securitas AB for net proceeds of [added: approximately] $3.1 billion.

On July 5, 2022, the Company sold its Mechanical Access Solutions ("MAS") business comprised of the automatic doors business to Allegion plc for net proceeds of [removed: $922.2] [added: $916.0] million.

The combination of MTD, Excel and the Company's existing outdoor strategic business unit in Tools & Outdoor created a global leader in the $25 billion [removed: and growing] outdoor category, with strong brands and growth opportunities.

Refer to *Note E, [removed: Acquisitions and Investments,*] [added: Acquisitions,*] for further discussion.

[removed: During 2022,] [added: In mid-2022,] the Company [removed: advanced] [added: launched] a [added: program comprised of a] series of initiatives designed to generate cost savings by resizing the organization and reducing inventory with the ultimate objective of driving long-term growth, improving profitability and generating strong cash flow.

In addition, the Company [added: has] reduced inventory by [removed: $775 million during] [added: approximately $1.9 billion since] the [added: end of the] second [removed: half] [added: quarter] of 2022 and expects further inventory and working capital reductions to support free cash flow generation in [removed: 2023.][added: 2024.]

The program consists of [removed: an SG&A reduction] [added: a selling, general, and administrative ("SG&A") planned pre-tax run-rate cost savings] of $500 million and a supply chain transformation expected to deliver $1.5 billion of [removed: cumulative] [added: pre-tax run-rate] cost savings [added: by the end of 2025] to achieve projected 35%+ adjusted gross margins.

The [removed: $500 million in] SG&A [added: cost] savings [removed: is] [added: are] expected to be generated by simplifying the corporate structure, optimizing organizational spans and layers and reducing indirect [removed: spend and is expected to be achieved by the end of 2023.][added: spend.]

These savings [removed: are intended to] [added: will help] fund $300 million to $500 million of innovation and commercial investments [removed: over the next three years] [added: through 2025] to accelerate organic growth.

[removed: The supply chain transformation consists of:][added: | Supply Chain Transformation Costs: | | | | | | | | | | | | | | | | | | | | |]

- [removed: Executing] [added: Operational Excellence: Leveraging] the SBD Operating Model [added: and re-designing in-plant operations following footprint rationalization] to deliver [removed: operational excellence through efficiency,] [added: incremental efficiencies,] simplified organizational design and inventory optimization; [removed: and]

- [removed: Platforming] [added: Complexity Reduction: Reducing complexity through platforming] products and implementing initiatives to drive a SKU reduction.

The cash investment required [removed: over the next two] to [removed: three years to] achieve the $1.5 billion of [removed: cumulative] [added: pre-tax run-rate] supply chain cost savings is expected to be approximately $0.9 billion to [removed: $1.0] [added: $1.1] billion, of which approximately 40% is expected to be capital expenditures.

The Company will continue prioritizing capital expenditures consistent with its existing approach and expects total capital expenditures, inclusive of the supply chain transformation, to [added: be $400 million to $500 million for 2024 and to] approximate 3.0% to 3.5% of net sales [removed: annually.][added: annually in 2025 and beyond.]

Each of the Company's [added: core] franchises share common attributes: they have [removed: world-class] [added: iconic] brands and attractive growth characteristics, they are scalable and [removed: defensible,] [added: defensible and] they can differentiate through [removed: innovation, and they are powered by the SBD Operating Model.][added: innovation.]

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

Management is committed to growing these businesses through accelerating investments into innovative product development, brand support, commercial activation, and accelerating the operations and supply chain transformation to improve fill rates and better [removed: serve the Company's customers,] [added: match inventory with customer demand,] while improving global cost competitiveness.

The Company has a strong portfolio of brands associated with high-quality products including [removed: STANLEY®, BLACK+DECKER®,] [added: the iconic] DEWALT®, [added: CRAFTSMAN® and STANLEY® brands, as well as BLACK+DECKER®, DEWALT] FLEXVOLT®, [added: DEWALT POWERSTACK®, DEWALT POWERSHIFT™,] IRWIN®, LENOX®, [removed: CRAFTSMAN®,] PORTER-CABLE®, BOSTITCH®, PROTO®, MAC TOOLS®, FACOM®, Powers®, LISTA®, Vidmar®, GQ® and through the 2021 acquisitions of MTD and Excel added CUB CADET®, TROY-BILT® and HUSTLER® in the Americas.

During [removed: 2022,] [added: 2023,] the National Collegiate Athletic Association sponsorship delivered DEWALT® to an estimated [removed: 269+] [added: 237+] million viewers through TV-visible branding [added: and 9+ million fans in stadiums] at 25 colleges and universities across five Division 1 conferences (Atlantic Coast Conference, Big Ten, Big 12, Pac-12 and Mountain West).

[removed: The Company also announced its “Official Tools Partner of NASCAR” and “Official Tools" of all NASCAR-owned and operated tracks and announced that] CRAFTSMAN® [removed: would return] [added: returned] as the title sponsor of the NASCAR CRAFTSMAN® Truck Series [removed: starting in 2023.][added: through the Company’s sponsorship with NASCAR as the “Official Tools Partner of NASCAR” and “Official Tools" of all NASCAR-owned tracks.]

The Company has also maintained long-standing NASCAR and NHRA [removed: racing] [added: team] sponsorships, which provided brand exposure during nearly 60 events in [removed: 2022] [added: 2023] with the DEWALT®, CRAFTSMAN®, and MAC TOOLS® brands.

In [removed: 2022,] [added: 2023,] the McLaren team sported the DEWALT® logo prominently on the team’s cars, fire suits, and equipment during the Formula 1 season.

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

The Company continued its sponsorship of one of the world’s most popular football clubs, FC [removed: Barcelona ("FCB"),] [added: Barcelona,] sponsoring both the Men’s and Women’s first teams, which includes team and player image rights, hospitality assets and stadium signage.

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

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

Professional [removed: products] [added: products, primarily under the DEWALT® brand,] include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders, as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, and concrete and masonry anchors.

[removed: Consumer] [added: DIY and tradesperson focused] products include corded and cordless electric power tools sold primarily under the [removed: BLACK+DECKER®] [added: CRAFTSMAN®] brand, and [added: consumer] home products such as hand-held vacuums, paint tools and cleaning [removed: appliances.][added: appliances primarily under the BLACK+DECKER® brand.]

The HTAS [removed: business] [added: product line] sells hand tools, power tool accessories and storage products.

The Outdoor [removed: business] [added: product line] primarily sells corded and cordless electric lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, pressure washers and related accessories, and gas powered lawn and garden products, including lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, utility terrain vehicles (UTVs), hand-held outdoor power equipment, garden tools, and parts and accessories to professionals and consumers under the DEWALT®, [added: CRAFTSMAN®,] CUB CADET®, BLACK+DECKER®, [removed: CRAFTSMAN®, TROY-BILT®,] and HUSTLER® brand names.

The Company’s results represent continuing operations and as a result of the [added: 2022] divestitures of the Company’s CSS and MAS businesses, as described in further detail under the heading [removed: “*Divestitures*”] [added: “Divestitures”] in this [removed: *Item 7*] [added: Item 7] above, exclude the commercial electronic security, healthcare, and automatic doors businesses.

These divestitures [removed: represent] [added: represented] a single plan to exit the Security segment and [removed: are] [added: were] considered a strategic shift that [removed: will have] [added: had] a major effect on the Company's operations and financial results.

- Streamlining and simplifying the organization, and investing in initiatives that more directly impact the Company's customers and end users;

Pending Sale of Infrastructure Business

In December 2023, the Company announced that it had entered into a definitive agreement for the sale of its Infrastructure business to Epiroc AB for $760 million in cash.

The transaction is subject to regulatory approval and other customary closing conditions.

The Company expects to utilize the net proceeds to reduce debt.

Acquisitions

The charges associated with the SG&A savings were reflected in Non-GAAP adjustments in 2022 detailed below in "Results From Operations".

The $1.5 billion of pre-tax run-rate cost savings from the supply chain transformation will be driven by the following value streams:

- Strategic Sourcing: Implementing capabilities to source in a more efficient and integrated manner across all of the Company’s businesses and leveraging contract manufacturing;

- Footprint Rationalization: Transforming the Company’s manufacturing and distribution network from a decentralized and inefficient system of sites built through years of acquisitions to a strategically focused supply chain, inclusive of site closures, transformations of existing sites into manufacturing centers of excellence and re-configuration of the distribution network; and

The charges associated with the supply chain transformation are reflected in the Non-GAAP adjustments detailed below in "Results From Operations" and the full year estimate of Non-GAAP adjustments detailed below in "2024 Outlook".

Through 2023, the Company has made approximately $0.2 billion of these cash investments.

During 2023 and since inception of the program, the Company has generated approximately $835 million and $1.0 billion, respectively, of pre-tax run-rate savings, driven by lower headcount, indirect spend reductions and the supply chain transformation.

These savings are comprised of supply chain efficiency benefits, which will support gross margin improvements as the benefits turn through inventory, and SG&A savings.

The Company believes that it is on track to grow to approximately $2 billion of pre-tax run-rate savings by year-end 2025.

The Infrastructure business designs, manufactures, and sells attachments, typically used on excavators, and handheld hydraulic and battery-powered tools for applications in infrastructure, construction, scrap recycling, demolition, and railroad infrastructure.

2022.

The pending divestiture of the Infrastructure business did not qualify for discontinued operations and therefore, its results are included in the Company's continuing operations within the Industrial segment for all periods presented.

These amounts for 2023, 2022 and 2021 are as follows:

| | | | (Millions of Dollars) | | | | | | GAAP | | | | | | Non-GAAP Adjustments2 | | | | | | Non-GAAP | | |

| | | | Gross profit | | | | | | $ | 3,932.6 | | | | | $ | 166.9 | | | | | $ | 4,099.5 | |

| | | | (Millions of Dollars) | | | | | | GAAP | | | | | | Non-GAAP Adjustments2 | | | | | | Non-GAAP | | |

| | | | (Millions of Dollars) | | | | | | GAAP | | | | | | Non-GAAP Adjustments2 | | | | | | Non-GAAP | | |

| | | | | | |

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

| 2 | | | Refer to table below for additional detail of the Non-GAAP adjustments | | |

Below is a summary of the pre-tax Non-GAAP adjustments for 2023, 2022 and 2021.

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

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

| Footprint Rationalization1 | | | | | | $ | 96.9 | | | | | $ | 25.3 | | | | | $ | — | |

| Strategic Sourcing & Operational Excellence2 | | | | | | 69.1 | | | | | | — | | | | | | — | | |

| Inventory step-up charges | | | | | | — | | | | | | 80.3 | | | | | | 20.7 | | |

| Facility-related costs | | | | | | 1.5 | | | | | | 14.8 | | | | | | 17.3 | | |

| Voluntary retirement program | | | | | | (0.4) | | | | | | 5.7 | | | | | | — | | |

| Other charges (gains) | | | | | | (0.2) | | | | | | 1.3 | | | | | | 1.0 | | |

| Gross Profit | | | | | | $ | 166.9 | | | | | $ | 127.4 | | | | | $ | 39.0 | |

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

| Supply Chain Transformation Costs: | | | | | | | | | | | | | | | | | | | | |

| Footprint Rationalization1 | | | | | | $ | 10.8 | | | | | $ | — | | | | | $ | — | |

| Complexity Reduction3 | | | | | | 9.0 | | | | | | 7.2 | | | | | | — | | |

The Company continues to execute a business strategy that involves organic growth in excess of the market and industry, geographic and customer diversification to foster sustainable revenue, earnings and cash flow growth over the long term.

- Streamlining and simplifying the organization, as well as shifting resources to prioritize investments believed to have a positive and more direct impact to customers;

The Company also remains focused on leveraging its SBD Operating Model to deliver success.

The latest evolution of the SBD Operating Model builds on the strength of the Company's past while embracing changes in the external environment to ensure the Company has the right skillsets, incorporates technology advances in all areas, maintains operational excellence, drives efficiency in business processes and resiliency into its culture, delivers extreme innovation and ensures the customer experience is world class.

The SBD Operating Model underpins the Company's ability to deliver above-market organic growth with margin expansion, maintain efficient levels of selling, general and administrative expenses ("SG&A") and deliver top-quartile asset efficiency.

- Cash Flow Return On Investment ("CFROI") between 12-15%.

The ASR terms provided for an initial delivery of 85% of the total notional share equivalent at execution, or 10,756,770 shares.

Acquisitions and Investments

On February 24, 2020, the Company acquired Consolidated Aerospace Manufacturing, LLC ("CAM"), an industry-leading manufacturer of specialty fasteners and components for the aerospace and defense markets.

The acquisition further diversified the Company's presence in the industrial markets and expanded its portfolio of specialty fasteners in the aerospace and defense markets.

The Company realized approximately $200 million of pre-tax savings during the second half of

2022 from its leaner organizational structure, as well as enhanced cost controls, and believes that it remains on track to generate additional pre-tax savings of approximately $1 billion by the end of 2023 and grow to approximately $2 billion by 2025 from these initiatives.

The charges associated with the SG&A savings are reflected in the 2022 acquisition-related and other charges detailed below.

- Leveraging strategic sourcing and contract manufacturing;

- Consolidating facilities and optimizing the distribution network;

Among the Company's most valuable assets, STANLEY®, BLACK+DECKER®, DEWALT®, and CUB CADET® are recognized as four of the world's great brands, while CRAFTSMAN® is recognized as a premier American brand.

The CRAFTSMAN® brand continued to have prominent signage in Major League Baseball ("MLB") with six team partnerships in the league.

The SBD Operating Model

Over the past 15 years, the Company has successfully leveraged its proven and continually evolving operating model to focus the organization to target asset efficiency, above-market organic growth and expanding operating margins.

In its first evolution, the Stanley Fulfillment System ("SFS") focused on streamlining operations, which helped reduce lead times, realize synergies during acquisition integrations, and mitigate material and energy price inflation.

In 2015, the Company launched a refreshed and revitalized SFS operating system, entitled SFS 2.0, to drive from a more programmatic growth mentality to a true organic growth culture by more deeply embedding breakthrough innovation and commercial excellence into its businesses, and at the same time, becoming a significantly more digitally-enabled enterprise.

The latest evolution occurred in 2020, when the Company launched the SBD Operating Model, 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 work.

At the center of the model is the concept of the interrelationship between people and technology.

The remaining four categories are focused on: Innovation; Operations Excellence; Functional Excellence; and Extraordinary Customer Experience.

Each of these elements co-exists synergistically with the others in a systems-based approach.

The Company has made a significant commitment to the SBD Operating Model and management believes that its success will be characterized by asset efficiency, organic revenue growth 2 to 3 times the market in the long-term as well as expanded adjusted operating margin rates over the next 3 to 5 years as the Company leverages the growth and pursues structural cost reductions.

Tools & Outdoor

The Infrastructure business sells hydraulic tools and high quality, performance-driven heavy equipment attachment tools for off-highway applications.

The acquisition-related and other charges amounts for the year-to-date periods of 2022, 2021 and 2020 are as follows:

| | | | | | | | | | GAAP | | | | | | Acquisition- Related Charges & Other | | | | | | Non-GAAP | | |

| | | | Operating profit | | | | | | 914.1 | | | | | | 307.7 | | | | | | 1,221.8 | | |

The Acquisition-Related Charges and Other in the table above relate to the following:

- Charges reducing Gross profit primarily pertaining to inventory step-up charges;

- Charges in SG&A primarily related to integration-related costs and a voluntary retirement program;

- Other charges included in Earnings from continuing operations before income taxes and equity interest consisting of:

◦$16.9 million in Other, net primarily related to a voluntary retirement program and deal costs;

◦$8.4 million net loss relating to the sale of the Oil & Gas business;

◦$140.8 million of restructuring charges primarily pertaining to severance and related costs; and

- Income taxes on continuing operations include the tax effect on the above net charges.

| | | | Operating profit | | | | | | 1,899.1 | | | | | | 222.6 | | | | | | 2,121.7 | | |

The Company is a global provider of hand tools, power tools, outdoor products and related accessories, as well as a leading provider of engineered fastening [removed: solutions and attachment tools for infrastructure applications,] [added: solutions,] with [removed: 2022] [added: 2023] consolidated annual revenues of [removed: $16.9] [added: $15.8] billion.

Approximately [removed: 63%] [added: 62%] of the Company’s [removed: 2022] [added: 2023] revenues were generated in the United States, with the remainder largely from Europe [removed: (15%),] [added: (16%),] emerging markets (12%) and Canada (5%).

Leveraging the benefits of a more focused portfolio, the Company initiated a business transformation [added: in mid-2022] that includes reinvestment for faster growth as well as the $2.0 billion Global Cost Reduction Program through 2025.

The Company’s primary areas of [added: multi-year] strategic focus [removed: are] [added: remain unchanged] as follows:

- [removed: Continuing to advance] [added: Advancing] innovation, electrification and global market penetration to achieve organic revenue growth of 2 to 3 times the market;

- [removed: Accelerating] [added: Returning adjusted gross margins to historical 35%+ levels by accelerating] the operations and supply chain transformation to improve fill rates and better match [removed: the needs of its customers while improving adjusted gross margins back to historical 35%+ levels;] [added: inventory with customer demand;] and

[removed: The] [added: In recent years, the] Company has [removed: focused] [added: re-shaped] its portfolio through a series of acquisitions and divestitures.

In July 2022, the Company sold its Convergent Security Solutions ("CSS") business comprised of the commercial electronic security and healthcare businesses for net proceeds of $3.1 billion and its Mechanical Access Solutions ("MAS") business comprised of the automatic doors business for net proceeds of [removed: $922] [added: $916] million.

These [added: recent acquisitions and] divestitures are part of the Company's strategic commitment to simplify and streamline its portfolio to focus on [removed: the core Tools & Outdoor] [added: its leading market positions in tools] and [removed: Industrial businesses.][added: outdoor, as well as engineered fastening systems.]

In [removed: recent years,] [added: December 2021,] the Company completed the acquisitions of the remaining 80 percent ownership stake of MTD Holdings Inc. ("MTD") for $1.5 [removed: billion,] [added: billion and] Excel Industries ("Excel") for $374 [removed: million, and Consolidated Aerospace Manufacturing, LLC ("CAM") for $1.4 billion.][added: million.]

The MTD acquisition expanded the Company's presence in the $25 billion [removed: and growing] outdoor category, with strong brands and growth opportunities.

Refer to *Note E, [removed: Acquisitions and Investments,*] [added: Acquisitions*,] and *Note T, Divestitures*, of the *Notes to Consolidated Financial Statements* in *Item 8* for further discussion.

The [removed: recent] portfolio [removed: transformation] [added: changes discussed above] prompted the Company to re-baseline its ESG data and update its ESG targets to align with the more focused [removed: Company,] [added: Company and its business priorities and goals,] while maintaining continuity with the legacy ESG pillars of people, products, and planet.

Refer to the *"Human Capital Management"* section [removed: in this *Item 1*] below for additional information regarding the Company's commitment to supporting its employees and improving [removed: diversity, equity and inclusion.][added: DEI.]

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

Annual revenues in the Tools & Outdoor segment were [removed: $14.4] [added: $13.4] billion in [removed: 2022,] [added: 2023,] representing 85% of the Company’s total revenues.

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

Professional [removed: products] [added: products, primarily under the DEWALT® brand,] include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders, as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, and concrete and masonry anchors.

[removed: Consumer] [added: DIY and tradesperson focused] products include corded and cordless electric power tools sold primarily under the [removed: BLACK+DECKER®] [added: CRAFTSMAN®] brand, and [added: consumer] home products such as hand-held vacuums, paint tools and cleaning [removed: appliances.][added: appliances primarily under the BLACK+DECKER® brand.]

The HTAS [removed: business] [added: product line] sells hand tools, power tool accessories and storage products.

The Outdoor [removed: business] [added: product line] primarily sells corded and cordless electric lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, pressure washers and related accessories, and gas powered lawn and garden products, including lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, utility terrain vehicles (UTVs), hand-held outdoor power equipment, garden tools, and parts and accessories to professionals and consumers under the DEWALT®, [added: CRAFTSMAN®,] CUB CADET®, BLACK+DECKER®, [removed: CRAFTSMAN®, TROY-BILT®,] and HUSTLER® brand names.

Annual revenues in the Industrial segment were [removed: $2.5] [added: $2.4] billion in [removed: 2022,] [added: 2023,] representing 15% of the Company’s total revenues.

The [removed: Engineered Fastening] business primarily sells highly engineered components such as fasteners, fittings and various engineered products, which are designed for specific application across multiple verticals.

Lowe's accounted for approximately [removed: 15%,] [added: 14%,] 15% and [removed: 17%] [added: 15%] of the Company's consolidated net sales in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively, while The Home Depot accounted for approximately 13%, [removed: 15%] [added: 13%] and [removed: 14%] [added: 15%] of the Company's consolidated net sales in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

No other customer exceeded 10% of the Company's consolidated net sales in [removed: 2022, 2021] [added: 2023, 2022] or [removed: 2020.][added: 2021.]

The Company continues to practice the operating principles encompassed by [removed: Operations] [added: Operational] Excellence, one element of the [removed: SBD Operating Model, which work in concert:] [added: supply chain transformation, leveraging the principles of:] sales and operations planning, operational lean, [removed: complexity reduction,] global supply management, order-to-cash excellence, and upskilling the Company's workforce.

The Company [removed: develops] [added: aims to develop] standardized business processes and system platforms to reduce costs and provide scalability.

Working capital turns were [removed: 3.5] [added: 4.2] at the end of [removed: 2022, down 1.7] [added: 2023, up 0.7] turns from [removed: 2021, as] [added: 2022, driven by] the [removed: Company focuses] [added: Company's focus] on optimizing inventory levels [removed: following the increased] [added: via improved] supply chain [removed: constraints] [added: conditions] and [removed: a consumer-driven slowdown in 2022 demand.][added: strategic inventory management.]

As a result of this [removed: focus,] [added: focus and planned production curtailments initiated during the back half of 2022,] inventory as of December [removed: 31, 2022] [added: 30, 2023] was [removed: $5.9] [added: $4.7] billion, down [removed: $775 million] [added: $1.9 billion] from its peak at the end of the second quarter of 2022.

The Company plans to continue leveraging [removed: Operations] [added: Operational] Excellence to generate ongoing improvements in working capital turns, cycle times, [removed: complexity reduction] and customer service levels.

The Company does not anticipate difficulties in obtaining supplies for any raw materials used in its production processes and has [removed: taken] [added: maintained the] proactive measures [added: taken in 2022] to secure energy supply in its European factories to insulate the Company's production from supply constraints in the region.

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

Significant trademarks in the Industrial segment include STANLEY®, NELSON®, [removed: LaBounty®, Dubuis®,] CribMaster®, POP®, Avdel®, Tucker®, NPR®, Spiralock®, [removed: PALADIN®,] CAM®, Bristol Industries®, Voss™, Aerofit™, EA Patten™, Integra®, [removed: Optia®, PENGO®] and [removed: STANLEY® Assembly Technologies.][added: Optia®.]

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, [added: anti-corruption,] data privacy, tax, consumer protection, government contracts, climate change and others.

Risk Factors* in *Part I* of this [added: Annual Report on] Form 10-K for additional information regarding various laws and regulations that affect the Company's business operations.

As of December [removed: 31, 2022] [added: 30, 2023] and [removed: January 1,] [added: December 31,] 2022, the Company had reserves of [removed: $129.3] [added: $124.5] million and [removed: $159.1] [added: $129.3] 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: 2022] [added: 2023] amount, [removed: $39.4] [added: $46.0] million is classified as current and [removed: $89.9] [added: $78.5] million as long-term, which is expected to be paid over the estimated remediation period.

As of December [removed: 31, 2022,] [added: 30, 2023,] the Company has recorded [removed: $16.4] [added: $17.0] 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 December [removed: 31, 2022] [added: 30, 2023] associated with the aforementioned remediation activities is [removed: $112.9] [added: $107.5] million.

[removed: The] [added: As of December 30, 2023, the] range of environmental remediation costs that is reasonably possible is [removed: $58.5] [added: $79.9] million to [removed: $220.1] [added: $226.8] million, which is subject to change in the near term.

Most recently, the Company announced in December 2023 that it had entered into a definitive agreement to sell its Infrastructure business, comprised of the attachment and handheld hydraulic tools business, for $760 million in cash.

- Streamlining and simplifying the organization, and investing in initiatives that more directly impact the Company's customers and end users;

In terms of capital allocation, the Company remains committed, over time, to returning excess capital to shareholders through a strong and growing dividend as well as opportunistically repurchasing shares.

In the near term, the Company intends to direct any capital in excess of the quarterly dividend on its common stock toward debt reduction and internal growth investments.

The Company’s environmental, social and governance ("ESG") strategy is integrated into, and informed by, its overall long-term business strategy.

- The People strategy includes broad based diversity, equity & inclusion ("DEI") initiatives supported by equal employment opportunities and the Company's Growing the Trades program.

To grow the trades, the Company is tailoring its philanthropic efforts to fund trade skill-building initiatives with $30 million pledged by 2027.

The Company believes this will generate end-user loyalty and brand ambassadorship that fuels long-term demand.

- The Product strategy is focused on minimizing the environmental footprint of the Company’s products through an emphasis on Sustainable Innovation.

The Company’s products are increasingly designed with sustainability in mind – from more sustainable materials specified in product design and packaging, to more eco-friendly impacts resulting from the use of its products, to thoughtful end-of-life repair, reuse and recycling programs.

To measure progress in

this space, the Company set an intensity-based goal to reduce the greenhouse gas ("GHG") emissions of its products' material, transportation, and use phases (Scope 3) by 52% by 2030.

To reach this goal, the Company plans to engage two-thirds of its suppliers to set their own Scope 1 and 2 GHG emissions reduction targets by 2027.

The Company plans to work with customers and suppliers to try to reduce or eliminate problematic plastics in its packaging and improve packaging sustainability, with a specific goal to be set by 2025; and plans to continue the transformation of its product portfolio to quieter, safer, and more eco-friendly offerings through electrification.

- The Planet strategy for Sustainable Operations is focused on the responsible stewardship of the Company’s owned and operated facilities.

The Company is implementing a climate science-based plan with a goal to reduce its internal operational GHG emissions by 42% (Scope 1 and Scope 2) by 2030, against the 2022 baseline.

The Company expects to do this by continuing to invest in renewable power sources, such as wind and solar, while improving efficiencies through capital investments, and evaluating additional tools like power purchase agreements and energy attribute certificates.

The Company will also pursue zero-waste-to-landfill across all its global manufacturing and distribution sites by 2040.

The Company believes the responsible stewardship of its operations is important for energy independence and operations resilience, and increasingly as a value proposition for its customers, who value sustainable upstream suppliers as they work to reduce their own carbon footprint.

The Company’s annual ESG report, issued in August 2023, details the evolution of its ESG strategy and refreshed public commitments.

The report includes a comprehensive review of the Company's ESG program and builds on a long history of annually reporting its sustainability metrics and public goals.

As explained in the ESG report, the Company's goals contemplate a number of assumptions and there can be no assurances that those assumptions will be correct or that such goals will be achieved or retained.

The Engineered Fastening business is a global leader of highly engineered, application-based solutions.

The Infrastructure business designs, manufactures, and sells attachments, typically used on excavators, and handheld hydraulic and battery-powered tools for applications in infrastructure, construction, scrap recycling, demolition, and railroad infrastructure.

The priorities and core focus areas include a strong foundation of attracting, developing and retaining talent, building organizational capabilities, and evolving the Company's culture.

The Company’s goal is to continue to strive to cultivate a diverse and inclusive environment where all employees thrive and are motivated to deliver their best work, extraordinary outcomes and achieve full potential.

In 2023, the Company continued to invest in developing a global talent acquisition center of excellence, including hiring a dedicated Global Talent Acquisition Leader and continuing the work started in 2022 within the regions to better focus on skill shortages locally.

Additionally, the Company commenced work with a dedicated focus on improving the candidate experience, from attraction through onboarding to enhance the ease of application for job seekers.

The Company plans to continue this work through 2024.

The Company also began the rollout of a comprehensive hiring toolkit, which focuses on implementing equal employment opportunity principles, such as competency versus skills-based interviewing and aims to reduce bias in the recruitment process.

The Company has also placed an emphasis on fostering strategic partnerships with organizations that intentionally connect with candidates of diverse backgrounds, work experiences, global perspectives, and varied skills.

These include organizations such as Heroes MAKE America for Veterans, Ready Willing and Able (RWA), Community Living for individuals with intellectual disabilities, Hartford Promise Scholars, Society of Hispanic Professional Engineers, Society of Asian Scientists and Engineers, and Thurgood Marshall College Fund.

In addition, the Company has a partnership program with Historically Black Colleges and Universities (HBCUs) providing scholarships and career opportunities.

The Company has a process in place to post opportunities to diversity-focused job boards such as DirectEmployers Association, Inc. to improve visibility of its career opportunities with diverse applicants.

The performance feedback process has been simplified and encourages both self-reflection and leader feedback against goals to support on-going development.

The process started in the fourth quarter of 2023 and is targeted for full implementation by the middle of 2024.

To further development in 2023, the Company invested in a 360-assessment process for many of its leaders where they had the chance to gain valuable feedback and insights into their leadership strengths and opportunities based on the leadership behaviors.

The Company intends to use this information through 2024 to aid in the creation of enterprise-wide training and development experiences and courses to aid in the accelerated preparation of the Company's leaders.

The Company recently launched its new Human Capital Management tool which will allow the Company’s Human Resources data team to continuously share new metrics, reports and dashboards related to headcount, hiring, and retention to provide value driven insight from people data.

Ongoing DEI reviews are completed by management to support diverse representation throughout the organization and emphasize leadership accountability to support a diverse and inclusive workplace across various dimensions of diversity.

The Company continues to execute a business strategy that involves organic growth in excess of the market and industry, geographic and customer diversification to foster sustainable revenue, earnings and cash flow growth over the long term.

Over the past two years, the Company has focused the portfolio on its leading positions in the Tools & Outdoor and Industrial businesses.

- Streamlining and simplifying the organization, as well as shifting resources to prioritize investments believed to have a positive and more direct impact to customers;

During this period, the focus for capital deployment will be on debt reduction, internal investment and shareholder return through dividends.

These businesses were part of the previously reported Security segment.

In November 2020, the Company sold its commercial electronic security businesses in five countries in Europe and emerging markets within the Security segment.

In October 2020, the Company sold a product line in Oil & Gas within the Industrial segment.

The Company has also divested several smaller businesses in recent years that allowed the Company to invest in other areas that fit its long-term strategy.

The CAM acquisition further diversified the Company's presence in the industrial markets and expanded its portfolio of specialty fasteners in the aerospace and defense markets.

The Company’s business strategy is interdependent with its social responsibility strategy that encompasses workforce upskilling, product innovation, and environmental preservation, including mitigating the impacts of climate change.

These are core business areas that ensure the long-term viability of the Company, its customers, suppliers, employee base, and communities.

In 2017, the Company established an environmental, social, and corporate governance ("ESG") strategy to drive positive impact for people, products, and the planet.

The updated strategy and targets will be described in more detail within the Company’s ESG report to be released in 2023.

- Supporting the long-term viability of the skilled trades that the Company serves and which are integral to thriving economic communities by focusing philanthropic efforts on growing these trades;

- Driving responsible product innovation by considering sustainability throughout all aspects of the product lifecycle, including material procurement from supply chain partners, product design, manufacturing, distribution and transportation, product use, product service, and end-of-life; and

- Improving the sustainability of its operations by reducing carbon emissions, waste to landfill, and water use in water-stressed and scarce areas.

The Infrastructure business sells hydraulic tools and high quality, performance-driven heavy equipment attachment tools for off-highway applications.

The priorities include a strong foundation of People & Culture, with Talent Attraction, Development, and Retention being core focus areas.

The Company’s goal is to continue to create an environment where its employees are included and can thrive.

In 2022, the Company invested in expanding its employer of choice branding and building out a global talent acquisition center of excellence.

Examples of branding investments include expanding the launch of an app-based technology that allows colleagues to share curated news about the Company externally.

Examples of recruiting investments include hiring dedicated talent acquisition resources within the regions to better focus on skill shortages locally.

The Company also has placed 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.

In 2022, the Company invested in development and talent initiatives for its operations workforce through dedicated operations-focused Workforce Readiness enablement programs.

These programs had a dedicated focus on upskilling initiatives, and with future career opportunities across its operations workforce, the Company is educating and developing the workforce together with advancements in manufacturing capabilities.

The Company utilized AI-based video technology to help its operations employees learn on-the-job training.

The Company’s Human Resources ("HR") data team shared an interactive cloud-based organizational portal that provides certain 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.

This data will be available to all people leaders for their direct and indirect teams as the Company launches its new Human Capital Management tool by the end of 2023.

DEI reviews are regularly completed by management to increase diverse representation at all levels of the organization by 1) creating consistent visibility to employee demographic data and trends, 2) highlighting women and racially diverse talent, and 3) increasing leadership accountability for creating a diverse and inclusive workplace.

The Company launched a racial equity roadmap in 2020 with ten actions to confront racism and social injustice throughout its communities and across the world, which includes specific goals across culture, career, and community focus areas.

Each of the ten items were initiated in 2021 and the focus continued in 2022.

The Company is a signatory of the Paradigm for Parity coalition, which is committed to addressing the gender gap in corporate leadership.

In 2022, the Company continued its commitment to navigating through the COVID-19 pandemic with employee health and safety as a non-negotiable, foundational priority.

Guided by the Company's Chief Medical Officer, the Company transitioned away from a one-size-fits-all approach to COVID-19 prevention, given the great variability throughout the world in the state of the pandemic.

With agility, the Company began the process of transitioning to a future state in which it stands ready with the right tools to re-introduce mitigation strategies where needed, while continuing these mitigation methods in areas of high risk.

The Company foresees a future in which it will continue to monitor COVID-19 and any future risks with strategies in place to ensure business continuity and employee health.

reviewed.

Refer to *Item 10.

[removed: Also,] [added: As previously disclosed,] the Company has identified certain transactions relating to its international operations that may raise compliance questions under the [removed: U.S. Foreign Corrupt Practices Act (“FCPA”)] [added: FCPA] and [removed: has] voluntarily disclosed this information to the U.S. Department of Justice (“DOJ”) and the [removed: SEC.][added: SEC in January 2023.]

The Company is cooperating with both agencies in their [removed: investigations.][added: investigations of these transactions (the “FCPA Matters”).]

Currently, the Company does not believe that [removed: these matters] [added: the FCPA Matters] will have a material impact on its financial condition or results of operations, although it is possible that a loss related to [removed: these matters] [added: the FCPA Matters] may be incurred.

Given the ongoing nature of [removed: these matters,] [added: the FCPA Matters,] management cannot predict the duration, scope, or outcome of the [removed: SEC’s and] DOJ’s [added: or SEC’s] investigations or estimate the potential magnitude of any such loss or range of loss, or the cost of the ongoing investigations.

Any determination that [removed: the Company’s expense and perquisite reporting practices were not in compliance with existing laws or regulations or that] certain transactions relating to the Company’s international operations were not in compliance with the FCPA could result in the imposition of fines, civil or criminal penalties, equitable remedies, including disgorgement, injunctive relief, or other sanctions against the Company.

The Company also may become a party to litigation or other legal proceedings over [removed: these matters.][added: the FCPA Matters described above.]

Government Investigations

On January 19, 2024, the Company was notified by the Compliance and Field Operations Division (the “Division”) of the Consumer Product Safety Commission that the Division intends to recommend the imposition of a civil penalty of approximately $32 million for alleged untimely reporting in relation to certain utility bars and miter saws that were subject to voluntary recalls in September 2019 and March 2022, respectively.

The Company is currently evaluating and believes there are defenses to the Division’s claims, and the Company is cooperating with the Division.

However, given the early stage of this matter, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount of potential loss, if any, from this matter.

Class Action Litigation

As previously disclosed, on March 24, 2023, a putative class action lawsuit titled *Naresh Vissa Rammohan v.

Stanley Black & Decker, Inc., et al.,* Case No. 3:23-cv-00369-KAD (the “*Rammohan* Class Action”), was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers and directors.

The complaint was filed on behalf of a purported class consisting of all purchasers of Stanley Black & Decker common stock between October 28, 2021 and July 28, 2022, inclusive.

The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on allegedly false and misleading statements related to consumer demand for the Company’s products amid changing COVID-19 trends and macroeconomic conditions.

The complaint seeks unspecified damages and an award of costs and expenses.

On October 13, 2023, Lead Plaintiff General Retirement System of the City of Detroit filed an Amended Complaint that asserts the same claims and seeks the same forms of relief as the original complaint.

The Company intends to vigorously defend this action in all respects and on December 14, 2023 filed a motion to dismiss the Amended Complaint in its entirety.

Briefing on that motion is expected to conclude in April 2024.

Given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.

Derivative Actions

As previously disclosed, on August 2, 2023 and September 20, 2023, derivative complaints were filed in the United States District Court for the District of Connecticut, titled *Callahan v.

Allan, et al*., Case No. 3:23-cv-01028-OAW (the “*Callahan* Derivative Action”) and *Applebaum v.

Allan, et al.*, Case No. 3:23-cv-01234-OAW (the “*Applebaum* Derivative Action”), respectively, by putative stockholders against certain current and former directors and officers of the Company premised on the same allegations as the *Rammohan* Class Action.

The *Callahan* and *Applebaum* Derivative Actions were consolidated by Court order on November 6, 2023 and defendants’ responses to both complaints have been stayed pending the disposition of any motions to dismiss in the *Rammohan* Class Action.

The individual defendants intend to vigorously defend the *Callahan* and *Applebaum* Derivative Actions in all respects.

However, given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from these actions.

On October 19, 2023, a derivative complaint was filed in Connecticut Superior Court, titled *Vladimir Gusinsky Revocable Trust v.

Allan, et al*., Docket Number HHBCV236082260S, by a putative stockholder against certain current and former directors and officers of the Company.

Plaintiff seeks to recover for alleged breach of fiduciary duties and unjust enrichment under Connecticut state law premised on the same allegations as the *Rammohan* Class Action.

By Court order on November 11, 2023,

the Connecticut Superior Court granted the parties’ motion to stay defendants’ response to the complaint pending the disposition of any motions to dismiss in the *Rammohan* Class Action.

The individual defendants intend to vigorously defend this action in all respects.

However, given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.

Other Actions

As previously disclosed, 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 fiscal year ended December [removed: 31, 2022][added: 30, 2023]

(Address of Principal Executive [removed: Offices and Zip Code)][added: Offices)]

As of [removed: July 1, 2022,] [added: June 30, 2023,] the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $15.9] [added: $14.4] billion based on the New York Stock Exchange closing price for such shares on that date.

On February [removed: 13, 2023,] [added: 20, 2024,] the registrant had [removed: 153,023,886] [added: 153,802,067] shares of common stock outstanding.

Portions of the registrant’s definitive proxy statement relating to its [removed: 2023] [added: 2024] annual meeting of shareholders (the [removed: "2023] [added: "2024] Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

The [removed: 2023] [added: 2024] Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

| ITEM 1. | | | [removed: [BUSINESS](#i3d8817ab60b74d99a2ff780baa1f08f3_13) | | | [3](#i3d8817ab60b74d99a2ff780baa1f08f3_13)] [added: [BUSINESS](#i8cd2af3c78eb42a1adde0291c81398eb_13)] | | | [added: [3](#i8cd2af3c78eb42a1adde0291c81398eb_13)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i3d8817ab60b74d99a2ff780baa1f08f3_16) | | | [10](#i3d8817ab60b74d99a2ff780baa1f08f3_16)] [added: FACTORS](#i8cd2af3c78eb42a1adde0291c81398eb_16)] | | | [added: [10](#i8cd2af3c78eb42a1adde0291c81398eb_16)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i3d8817ab60b74d99a2ff780baa1f08f3_19) | | | [24](#i3d8817ab60b74d99a2ff780baa1f08f3_19)] [added: COMMENTS](#i8cd2af3c78eb42a1adde0291c81398eb_19)] | | | [added: [22](#i8cd2af3c78eb42a1adde0291c81398eb_19)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i3d8817ab60b74d99a2ff780baa1f08f3_22) | | | [24](#i3d8817ab60b74d99a2ff780baa1f08f3_22)] [added: [PROPERTIES](#i8cd2af3c78eb42a1adde0291c81398eb_22)] | | | [added: [24](#i8cd2af3c78eb42a1adde0291c81398eb_22)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i3d8817ab60b74d99a2ff780baa1f08f3_25) | | | [24](#i3d8817ab60b74d99a2ff780baa1f08f3_25)] [added: PROCEEDINGS](#i8cd2af3c78eb42a1adde0291c81398eb_25)] | | | [added: [25](#i8cd2af3c78eb42a1adde0291c81398eb_25)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i3d8817ab60b74d99a2ff780baa1f08f3_28) | | | [24](#i3d8817ab60b74d99a2ff780baa1f08f3_28)] [added: DISCLOSURES](#i8cd2af3c78eb42a1adde0291c81398eb_28)] | | | [added: [26](#i8cd2af3c78eb42a1adde0291c81398eb_28)] | | |

| ITEM 5. | | | [MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i3d8817ab60b74d99a2ff780baa1f08f3_34) | | | [25](#i3d8817ab60b74d99a2ff780baa1f08f3_34)] [added: SECURITIES](#i8cd2af3c78eb42a1adde0291c81398eb_34)] | | | [added: [28](#i8cd2af3c78eb42a1adde0291c81398eb_34)] | | |

| ITEM 6. | | | [REMOVED AND [removed: RESERVED](#i3d8817ab60b74d99a2ff780baa1f08f3_37) | | | [27](#i3d8817ab60b74d99a2ff780baa1f08f3_37)] [added: RESERVED](#i8cd2af3c78eb42a1adde0291c81398eb_37)] | | | [added: [30](#i8cd2af3c78eb42a1adde0291c81398eb_37)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i3d8817ab60b74d99a2ff780baa1f08f3_40) | | | [27](#i3d8817ab60b74d99a2ff780baa1f08f3_40)] [added: OPERATIONS](#i8cd2af3c78eb42a1adde0291c81398eb_40)] | | | [added: [30](#i8cd2af3c78eb42a1adde0291c81398eb_40)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i3d8817ab60b74d99a2ff780baa1f08f3_55) | | | [48](#i3d8817ab60b74d99a2ff780baa1f08f3_55)] [added: RISK](#i8cd2af3c78eb42a1adde0291c81398eb_55)] | | | [added: [51](#i8cd2af3c78eb42a1adde0291c81398eb_55)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i3d8817ab60b74d99a2ff780baa1f08f3_58) | | | [48](#i3d8817ab60b74d99a2ff780baa1f08f3_58)] [added: DATA](#i8cd2af3c78eb42a1adde0291c81398eb_58)] | | | [added: [51](#i8cd2af3c78eb42a1adde0291c81398eb_58)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING [removed: AND](#i3d8817ab60b74d99a2ff780baa1f08f3_61)] [added: AND](#i8cd2af3c78eb42a1adde0291c81398eb_61)] [FINANCIAL [removed: DISCLOSURE](#i3d8817ab60b74d99a2ff780baa1f08f3_61) | | | [48](#i3d8817ab60b74d99a2ff780baa1f08f3_61)] [added: DISCLOSURE](#i8cd2af3c78eb42a1adde0291c81398eb_61)] | | | [added: [51](#i8cd2af3c78eb42a1adde0291c81398eb_61)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i3d8817ab60b74d99a2ff780baa1f08f3_64) | | | [49](#i3d8817ab60b74d99a2ff780baa1f08f3_64)] [added: PROCEDURES](#i8cd2af3c78eb42a1adde0291c81398eb_64)] | | | [added: [52](#i8cd2af3c78eb42a1adde0291c81398eb_64)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i3d8817ab60b74d99a2ff780baa1f08f3_67) | | | [49](#i3d8817ab60b74d99a2ff780baa1f08f3_67)] [added: INFORMATION](#i8cd2af3c78eb42a1adde0291c81398eb_67)] | | | [added: [52](#i8cd2af3c78eb42a1adde0291c81398eb_67)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN [removed: JURISDICTION](#i3d8817ab60b74d99a2ff780baa1f08f3_1997)[S](#i3d8817ab60b74d99a2ff780baa1f08f3_1997) [THAT] [added: JURISDICTIONS THAT] PREVENT [removed: INSPECTIONS](#i3d8817ab60b74d99a2ff780baa1f08f3_1997) | | | [49](#i3d8817ab60b74d99a2ff780baa1f08f3_1997)] [added: INSPECTIONS](#i8cd2af3c78eb42a1adde0291c81398eb_70)] | | | [added: [52](#i8cd2af3c78eb42a1adde0291c81398eb_70)] | | |

| [PART [removed: III](#i3d8817ab60b74d99a2ff780baa1f08f3_70) | | |] [added: III](#i8cd2af3c78eb42a1adde0291c81398eb_73)] | | | | | | | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE [removed: REGISTRANT](#i3d8817ab60b74d99a2ff780baa1f08f3_73) | | | [50](#i3d8817ab60b74d99a2ff780baa1f08f3_73)] [added: REGISTRANT](#i8cd2af3c78eb42a1adde0291c81398eb_76)] | | | [added: [53](#i8cd2af3c78eb42a1adde0291c81398eb_76)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i3d8817ab60b74d99a2ff780baa1f08f3_76) | | | [52](#i3d8817ab60b74d99a2ff780baa1f08f3_76)] [added: COMPENSATION](#i8cd2af3c78eb42a1adde0291c81398eb_79)] | | | [added: [54](#i8cd2af3c78eb42a1adde0291c81398eb_79)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i3d8817ab60b74d99a2ff780baa1f08f3_79) | | | [52](#i3d8817ab60b74d99a2ff780baa1f08f3_79)] [added: MATTERS](#i8cd2af3c78eb42a1adde0291c81398eb_82)] | | | [added: [54](#i8cd2af3c78eb42a1adde0291c81398eb_82)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i3d8817ab60b74d99a2ff780baa1f08f3_82) | | | [54](#i3d8817ab60b74d99a2ff780baa1f08f3_82)] [added: INDEPENDENCE](#i8cd2af3c78eb42a1adde0291c81398eb_85)] | | | [added: [56](#i8cd2af3c78eb42a1adde0291c81398eb_85)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i3d8817ab60b74d99a2ff780baa1f08f3_85) | | | [54](#i3d8817ab60b74d99a2ff780baa1f08f3_85)] [added: SERVICES](#i8cd2af3c78eb42a1adde0291c81398eb_88)] | | | [added: [56](#i8cd2af3c78eb42a1adde0291c81398eb_88)] | | |

| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULE](#i3d8817ab60b74d99a2ff780baa1f08f3_91) | | | [54](#i3d8817ab60b74d99a2ff780baa1f08f3_91)] [added: SCHEDULE](#i8cd2af3c78eb42a1adde0291c81398eb_94)] | | | [added: [56](#i8cd2af3c78eb42a1adde0291c81398eb_94)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i3d8817ab60b74d99a2ff780baa1f08f3_97) | | | [56](#i3d8817ab60b74d99a2ff780baa1f08f3_97)] [added: SUMMARY](#i8cd2af3c78eb42a1adde0291c81398eb_100)] | | | [added: [58](#i8cd2af3c78eb42a1adde0291c81398eb_100)] | | |

| EX-4.5 | | | | | | | | | [removed: | | |]

| EX-31.1(a) | | | | | | | | | [removed: | | |]

| EX-31.1(b) | | | | | | | | | [removed: | | |]

| EX-32.1 | | | | | | | | | [removed: | | |]

| EX-32.2 | | | | | | | | | [removed: | | |]

| | | | | | | | | |

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

| [PART I](#i8cd2af3c78eb42a1adde0291c81398eb_10) | | | | | | | | |

| ITEM 1C. | | | [CYBERSECURITY](#i8cd2af3c78eb42a1adde0291c81398eb_1980) | | | [22](#i8cd2af3c78eb42a1adde0291c81398eb_1980) | | |

| [PART II](#i8cd2af3c78eb42a1adde0291c81398eb_31) | | | | | | | | |

| [PART IV](#i8cd2af3c78eb42a1adde0291c81398eb_91) | | | | | | | | |

| SIGNATURES | | | | | | [123](#i8cd2af3c78eb42a1adde0291c81398eb_103) | | |

| EX-10.14(i) | | | | | | | | |

| EX-10.14(j) | | | | | | | | |

| EX-10.14(k) | | | | | | | | |

| EX-10.14(l) | | | | | | | | |

| EX-10.14(m) | | | | | | | | |

| EX-10.14(n) | | | | | | | | |

| EX-10.14(o) | | | | | | | | |

| EX-10.14(p) | | | | | | | | |

| EX-10.26 | | | | | | | | |

| EX-21 | | | | | | | | |

| EX-23 | | | | | | | | |

| EX-24 | | | | | | | | |

| EX-97 | | | | | | | | |

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

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

| [PART I](#i3d8817ab60b74d99a2ff780baa1f08f3_10) | | | | | | | | | | | |

| [PART II](#i3d8817ab60b74d99a2ff780baa1f08f3_31) | | | | | | | | | | | |

| [PART IV](#i3d8817ab60b74d99a2ff780baa1f08f3_88) | | | | | | | | | | | |

| SIGNATURES | | | | | | [57](#i3d8817ab60b74d99a2ff780baa1f08f3_100) | | | | | |

| EX-10.17(b) | | | | | | | | | | | |

| EX-10.17(c) | | | | | | | | | | | |

| EX-10.17(d) | | | | | | | | | | | |

| EX-10.17(e) | | | | | | | | | | | |

| EX-10.21 | | | | | | | | | | | |

| EX-21 | | | | | | | | | | | |

| EX-23 | | | | | | | | | | | |

| EX-24 | | | | | | | | | | | |

The Company has implemented a comprehensive cybersecurity program to assess, identify and manage risks from cybersecurity threats that may result in adverse effects to the confidentiality, integrity, and availability of its information systems and oversee compliance with applicable regulatory, operational, and contractual requirements.

Cyber Incident Response Team and Governance

Board of Directors

The Board has delegated the primary responsibility for oversight of cybersecurity matters to the Audit Committee.

The Audit Committee regularly reviews compliance and disclosure control procedures for cybersecurity matters.

Members of management responsible for cybersecurity and digital risk management for the Company, including the Vice President and Chief Information

Officer (the “CIO”), Chief Information Security Officer (the “CISO”) and the Senior Vice President, General Counsel and Secretary (the “General Counsel”), provide regular updates to the Audit Committee regarding data protection and cybersecurity risks and the Company’s new and existing cyber risk controls intended to mitigate them.

The Audit Committee regularly briefs the full Board on these matters, and the full Board also receives briefings from management and third-party cybersecurity advisors on the Company’s cybersecurity program, as appropriate.

The Company has protocols and procedures by which certain cybersecurity incidents are escalated within the Company and, where appropriate, reported promptly to the Audit Committee and the full Board.

Management

At the management level, oversight of risks from cybersecurity threats has been integrated into the Company’s overall risk management processes.

The Senior Risk Council has broad oversight of the Company’s risk management processes, and is also responsible for the assessment and management of risks from cybersecurity threats.

The Senior Risk Council is comprised of senior management personnel representing different functional and business areas, including the Chief Executive Officer; Chief Financial Officer; General Counsel; Treasurer; and CIO, as well as other senior business leaders.

The Company believes the experience that Senior Risk Council members have from serving on the Senior Risk Council provides them with an understanding of the Company’s risk management process overall, and individual members are able to provide further insight to the risk analysis process based on their functional area of expertise within the business.

The CIO also has extensive leadership experience in computer product engineering and information technology fields, including responsibility for overseeing cybersecurity risk management and digital risk management.

The CIO also holds a bachelor’s degree in computer science.

The Senior Risk Council meets regularly to discuss the risk management measures implemented by the Company, including measures to identify and mitigate data protection and cybersecurity risks.

The Senior Risk Council receives regular updates on cybersecurity incidents from the CISO and CIO.

The Company’s CISO is the member of management principally responsible for overseeing the Company’s cybersecurity risk management program, in coordination with the CIO and other business leaders across the Company, including legal, product engineering management, internal audit, finance and risk management.

The CISO has extensive cybersecurity knowledge and skills gained from over 20 years of technical and business experience in the cybersecurity and information security fields, including as a Chief Information Security Officer and through other leadership and technical roles in IT governance and strategy, security risk and compliance, corporate product security and data privacy, and IT infrastructure.

She also holds a Master of Science degree in Information and Cybersecurity from the University of California, Berkeley.

The CISO reports directly to the CIO who in turn reports directly to the Chief Executive Officer.

The CISO receives reports on cybersecurity threats from members of the Cyber Security Office on an ongoing basis and, in conjunction with the Senior Risk Council, regularly reviews risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks.

The CISO and CIO also work closely with the Company's legal department to oversee compliance with applicable legal, regulatory and contractual security requirements.

Internal Cybersecurity Team

The Company's Cyber Security Office, led by the CISO, is responsible for the implementation, monitoring, and maintenance of cybersecurity governance, operations and data protection practices across the Company.

Reporting to the CISO are a number of experienced information security directors responsible for various parts of the Company’s business, each of whom is supported by a team of trained cybersecurity professionals.

The team also holds a number of industry recognized certifications such as Certified Information Systems Security Professional, Certified Information Security Manager, Certified in Risk and Information Systems Control, and Certified Ethical Hacker, among others.

In addition to its internal cybersecurity capabilities, the Company also regularly engages assessors, consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks.

Risk Management & Strategy

The Company has adopted information security policies that establish requirements and responsibilities with respect to the protection of the Company’s interests and information technology assets against loss, improper disclosure and unauthorized modification.

The Company regularly educates and shares best practices with its employees to raise awareness of cybersecurity threats and the Company’s information security program, which the Company believes creates a culture of shared responsibility for the security of sensitive data and the Company’s network.

All employees are regularly offered information security and protection training, including specialized training for employees exposed to sensitive information, which prompt them to certify their awareness of and compliance with applicable information technology policies and additional technology and cybersecurity standards.

The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, encryption intrusion prevention and detection systems, anti-malware functionality, data monitoring, endpoint extended detection and response, architecture controls, access controls and ongoing vulnerability assessments.

The Company has adopted a Cybersecurity Incident Response Plan (the “IRP”) that applies in the event of a cybersecurity threat or incident, which is designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to cybersecurity incidents.

The IRP sets out a coordinated approach to investigating, containing, documenting and mitigating incidents, including reporting findings and keeping senior management and other key stakeholders informed and involved as appropriate.

To facilitate the success of this program, multi-disciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with the IRP.

Through the ongoing communications among these teams, the CISO, in coordination with the legal department and the Senior Risk Council, monitor the prevention, detection, mitigation and remediation of cybersecurity incidents, and report such incidents to the Board and the Audit Committee when appropriate, as discussed above.

In general, the IRP leverages the National Institute of Standards and Technology guidance.

The IRP applies to all Company personnel who provide or deliver technology systems (including employees or contractors and service providers).

As of December [removed: 31, 2022,] [added: 30, 2023,] the Company and its subsidiaries owned or leased significant facilities used for manufacturing, distribution and sales offices in 21 states and 22 countries.

| Tools & Outdoor | | | [removed: 52] [added: 49] | | | | | | [removed: 44] [added: 46] | | | | | | [removed: 96] [added: 95] | | |

| Industrial | | | 15 | | | | | | [removed: 7] [added: 8] | | | | | | [removed: 22] [added: 23] | | |

| Total | | | [removed: 69] [added: 66] | | | | | | [removed: 52] [added: 55] | | | | | | 121 | | |

The combined size of these facilities is approximately [removed: 34] [added: 36] million square feet.

Of the 121 facilities above, there are two owned and three leased facilities included in Industrial, which relate to the recently announced pending divestiture of the Infrastructure business.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following is a list of the executive officers of the Company as of February 27, 2024:

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

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

| Name and Age | | | | | | Office | | | | | | Date Elected to Office as an Executive Officer | | |

| Donald Allan, Jr. (59) | | | | | | President and Chief Executive Officer since July 2022. President and Chief Financial Officer (2021); Executive Vice President & Chief Financial Officer (2016); Senior Vice President and Chief Financial Officer (2010); Vice President and Chief Financial Officer (2009); Vice President and Corporate Controller (2002); Corporate Controller (2000); Assistant Controller (1999). | | | | | | 10/24/2006 | | |

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

| Patrick D. Hallinan (56) | | | | | | Executive Vice President, Chief Financial Officer since April 2023. Executive Vice President and Chief Financial Officer, Fortune Brands Innovations, Inc. (formerly, Fortune Brands Home & Security, Inc.) (2017); Senior Vice President Finance, Fortune Brands Innovations, Inc. (2017); Vice President Finance and Chief Financial Officer, Moen Incorporated (2013). | | | | | | 4/21/2023 | | |

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

| Tamer K. Abuaita (51) | | | | | | Senior Vice President, Chief Supply Chain Officer since January 2022. Senior Vice President and Chief Supply Chain Officer, SC Johnson & Son, Inc. (2017). | | | | | | 4/6/2023 | | |

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

| Janet M. Link (54) | | | | | | 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 | | |

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

| John T. Lucas (64) | | | | | | Senior Vice President, Chief Human Resources Officer since January 2023. Founder and Principal, True North Human Capital Consulting, LLC (2019); Senior Vice President and Chief Human Resources Officer, Goodyear Tire & Rubber Company (2015); Senior Vice President, Human Resources & Communications, Lockheed Martin Corporation (2009). | | | | | | 1/30/2023 | | |

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

| Christopher J. Nelson (53) | | | | | | Chief Operating Officer, Executive Vice President and President, Tools & Outdoor since June 2023. President, HVAC, Carrier Global Corporation (2020); President, Commercial HVAC, Carrier Global Corporation (2018); President, North America HVAC, Carrier Global Corporation (2012). | | | | | | 6/14/2023 | | |

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

| Graham N. Robinson (55) | | | | | | Senior Vice President and President, STANLEY Industrial since April 2020. President, Honeywell Industrial Safety, Honeywell International, Inc. (2018); President, Honeywell Sensing and Internet of Things, Honeywell International, Inc. (2016); Chief Marketing Officer and Vice President, Global Strategy & Marketing, Automation and Control Solutions, Honeywell International, Inc (2014). | | | | | | 4/17/2020 | | |

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

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

The Company increased its annual dividend per common share by [removed: $0.20] [added: $0.04] in [removed: 2022] [added: 2023] compared to [removed: 2021] [added: 2022] and intends to continue to pay quarterly dividends in [removed: 2023.][added: 2024.]

In July [removed: 2022,] [added: 2023,] the Company raised the quarterly dividend per common share, its [removed: 55th] [added: 56th annual] consecutive increase, which extended its record for the longest, consecutive quarterly and annual dividend payments among industrial [removed: companies.][added: companies listed on the NYSE.]

As of February 1, [removed: 2023,] [added: 2024,] there were [removed: 8,519] [added: 8,258] 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 December [removed: 31, 2022:][added: 30, 2023:]

| [removed: 2022] [added: 2023] | | | | | | Total Number Of Common Shares Purchased (a) | | | | | | Average Price Paid Per Common Share | | | | | | Total Number Of Common Shares Purchased As Part Of A Publicly Announced Plan or Program | | | | | | (In Millions) Maximum Number Of Common Shares That May Yet Be Purchased Under The Program (b) | | |

| October [removed: 2] [added: 1] - November [removed: 5] [added: 4] | | | | | | [removed: 2,824] [added: —] | | | | | | $ | [removed: 76.43] [added: —] | | | | | — | | | | | | 20 | | |

| November [removed: 6] [added: 5] - December [removed: 3] [added: 2] | | | | | | [removed: 15,211] [added: —] | | | | | | [removed: 81.85] [added: —] | | | | | | — | | | | | | 20 | | |

The following line graph compares the yearly percentage change in the Company’s cumulative total shareholder return for the last five years to that of the S&P 500 [removed: Index, S&P 500 Capital Goods] Index and [added: the] S&P 500 [removed: Industrials] [added: Capital Goods] Index.

The S&P 500 Capital Goods Index represents a [removed: more] focused group of [removed: 45] companies across major industrial manufacturing categories that carry similar operational characteristics to the Company.

[removed: ][added: ]

| THE POINTS IN THE ABOVE TABLE ARE AS FOLLOWS: | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

The comparison assumes $100 invested at the closing price on December [removed: 30, 2017] [added: 28, 2018] in the Company’s common stock, S&P 500 Index, [added: and] S&P 500 Capital Goods [removed: Index, and S&P 500 Industrials] Index.

| December 3 - December 30 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 20 | | |

(a)The Company issues time-vested restricted stock units (“RSUs”) as part of its benefit plans.

In the Consolidated Financial Statements, shares of common stock withheld for tax purposes on behalf of the participant in connection with the vesting or delivery of RSUs are treated in a similar manner as common stock repurchases because they reduce the number of shares that would have been issued upon vesting or delivery.

Such withholdings of shares of common stock are not considered common stock repurchases under the Company's authorized common stock repurchase program.

| Stanley Black & Decker | | | $ | 100.00 | | | | | $ | 142.37 | | | | | $ | 156.09 | | | | | $ | 167.50 | | | | | $ | 68.79 | | | | | $ | 93.18 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 132.96 | | | | | $ | 156.99 | | | | | $ | 202.02 | | | | | $ | 165.40 | | | | | $ | 208.83 | |

| S&P 500 Capital Goods Index | | | $ | 100.00 | | | | | $ | 133.11 | | | | | $ | 141.33 | | | | | $ | 168.07 | | | | | $ | 167.61 | | | | | $ | 199.85 | |

| December 4 - December 31 | | | | | | 36,412 | | | | | | 79.20 | | | | | | — | | | | | | 20 | | |

| Total | | | | | | 54,447 | | | | | | $ | 79.79 | | | | | — | | | | | | 20 | | |

(a)Shares of common stock in this column were deemed surrendered to the Company by participants in various benefit plans of the Company to satisfy the participants’ taxes related to vesting or delivery of time-vesting restricted share units under those plans.

Following the recent portfolio transformation, the Company has elected to replace the S&P 500 Industrials Index with the S&P 500 Capital Goods Index which it believes is a more appropriate comparison.

| Stanley Black & Decker | | | $ | 100.00 | | | | | $ | 71.32 | | | | | $ | 101.54 | | | | | $ | 111.32 | | | | | $ | 119.46 | | | | | $ | 49.06 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 94.79 | | | | | $ | 126.03 | | | | | $ | 148.81 | | | | | $ | 191.48 | | | | | $ | 156.77 | |

| S&P 500 Capital Goods Index | | | $ | 100.00 | | | | | $ | 83.26 | | | | | $ | 110.83 | | | | | $ | 117.67 | | | | | $ | 139.93 | | | | | $ | 139.55 | |

| S&P 500 Industrials Index | | | $ | 100.00 | | | | | $ | 96.19 | | | | | $ | 128.70 | | | | | $ | 158.11 | | | | | $ | 202.22 | | | | | $ | 162.96 | |

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December [removed: 31, 2022.][added: 30, 2023.]

Management concluded that based on its assessment, the Company’s internal control over financial reporting was effective as of December [removed: 31, 2022.][added: 30, 2023.]

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 [removed: 62.][added: 63.]

Under the supervision and with the participation of management, including the Company’s President and Chief Executive Officer and its [removed: Interim] [added: 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 [removed: Interim] [added: Executive Vice President and] Chief Financial Officer have concluded that, as of December [removed: 31, 2022,] [added: 30, 2023,] the Company’s disclosure controls and procedures are effective.

There has been no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended December [removed: 31, 2022] [added: 30, 2023] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Remediation of Previously Reported Material Weaknesses

To address the previously reported material weaknesses in internal control over financial reporting described in Part II, Item 9A of the Company's 2021 Form 10-K, the Company enhanced and revised the design of existing controls and procedures to properly account for financial instruments with debt- and equity-like features, including the impact to the calculation of earnings per share.

During the first quarter of fiscal 2022, the Company successfully completed the testing necessary to conclude that the material weaknesses have been remediated.

During the three months ended December 30, 2023, no director or Section 16 officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

None.

The information required by this Item, except for [added: the identification of the executive officers of the Company presented in *Part I* of this Annual Report on Form 10-K under the caption "Information About Our Executive Officers," and] certain information with respect to the Company’s Code of Business [removed: Ethics, the identification of the executive officers of the Company] [added: Ethics] and any material changes to the procedures by which shareholders may recommend nominees to the Company’s Board of Directors, as set forth below, is incorporated herein by reference to the information set forth in the section of the Company’s definitive proxy statement (which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the close of the Company’s fiscal year) under the headings “Delinquent Section 16(a) Reports,” [added: “Corporate Governance,”] “Information Concerning Nominees for Election as Directors,” and “Board of Directors".

Available on the Company's website at http://www.stanleyblackanddecker.com under the [removed: “Impact”] [added: “Investors”] heading is the Code of Business Ethics applicable to all of its directors and officers, including the President and Chief Executive Officer, [removed: Interim] [added: Executive Vice President and] Chief Financial Officer, and Chief Accounting Officer, and employees worldwide, as well as the Supplemental Code of Ethics for CEO and Senior Financial Officers, applicable to the Company’s President and Chief Executive Officer, and all senior financial officers, including the [removed: Interim] [added: Executive Vice President and] Chief Financial Officer and Chief Accounting Officer.

The following is a list of the executive officers of the Company as of February 23, 2023:

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

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

| Name and Age | | | | | | Office | | | | | | Date Elected to Office as an Executive Officer | | |

| Donald Allan, Jr. (58) | | | | | | President & Chief Executive Officer since July 2022. President & Chief Financial Officer (2021); Executive Vice President & Chief Financial Officer (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 | | |

| Corbin B. Walburger (52) | | | | | | Interim Chief Financial Officer since July 2022. Vice President of Corporate Business Development (2008); Vice President and Associate in Investment Banking Division, Goldman Sachs (1999); Financial Analyst, Goldman Sachs (1995). | | | | | | 7/1/2022 | | |

| Scot D. Greulach (40) | | | | | | Chief Accounting Officer since October 2022. Business Unit Controller for Stanley Industrial (2021); Director – Corporate and Technical Accounting (2018); Director – Statutory Reporting and Tax Compliance (2017); Director – External Reporting (2014); Senior Manager – External Reporting (2012). | | | | | | 10/1/2022 | | |

| Janet M. Link (53) | | | | | | 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 | | |

| Robert H. Raff (56) | | | | | | Interim Co-President & Chief Commercial Officer, Tools & Outdoor since July 2022. Head of Outdoor Integration (2021); President, Stanley Security (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 (54) | | | | | | 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 | | |

| John H. Wyatt (64) | | | | | | Interim Co-President & Senior Vice President, Tools & Outdoor since July 2022. Senior Vice President & President, Stanley Outdoor (2021); Senior Vice President & President, Stanley Outdoor and Aerospace (2020); President, Stanley Engineered Fastening (2016); President, Global Sales & Marketing - Global Tools & Storage (2014); 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 | | |

| John T. Lucas (63) | | | | | | Chief Human Resources Officer since January 2023. Founder & Principal, True North Human Capital Consulting, LLC (2019); Senior Vice President and Chief Human Resources Officer, Goodyear Tire & Rubber Company (2015); Senior Vice President, Human Resources & Communications, Lockheed Martin Corporation (2009). | | | | | | 1/30/2023 | | |

The information required by this Item is incorporated herein by reference to the information set forth under the sections entitled [removed: "Compensation] [added: “Compensation] Discussion & [removed: Analysis" and “2022] [added: Analysis,” “2023] Executive [removed: Compensation Program”] [added: Compensation,” “Director Compensation,” and “Compensation and Talent Development Committee Report”] 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 [removed: "Security] [added: “Security] Ownership of Certain Beneficial [removed: Owners," "Security] [added: Owners” and “Security] Ownership of Directors and [removed: Officers," "Compensation Discussion & Analysis" and “2022 Executive Compensation Program”] [added: Officers”] 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 December [removed: 31, 2022] [added: 30, 2023] follow:

| Plan Category | | | | | | Number of securities to be issued upon exercise of outstanding [removed: options, warrants] [added: options] and [removed: rights] [added: stock awards] | | | | | | Weighted-average exercise price of outstanding [removed: options, warrants and rights] [added: options] | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) | | | | | |

(1)Consists of [removed: 5,281,713] [added: 5,490,848] shares underlying outstanding stock options (whether vested or unvested) with a weighted-average exercise price of [removed: $140.22] [added: $133.22] and a weighted-average [added: remaining] term of [removed: 6.54] [added: 6.22] years; [removed: 1,873,031] [added: 2,222,052] 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: 134,614] [added: 170,546] of shares earned but [removed: for] [added: related to] which participants elected deferral of delivery.

(3)Consists of [removed: 1,251,699] [added: 1,070,126] of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and [removed: 8,403,765] [added: 6,161,350] securities available for future grants [removed: by the Board of Directors] under stock-based compensation plans.

On February 16, 2022, the Board of Directors adopted the 2022 Omnibus Award Plan (the "2022 Plan") and authorized the issuance of 9,800,000 shares of the Company's common stock in connection with [added: the] awards pursuant to the 2022 Plan.

No further awards [removed: will be issued] [added: are available for issuance] under the Company's [added: 2013 Long-Term Incentive Plan or the] 2018 Omnibus Award Plan.

If the Company decides to make matching contributions for a year, it will make contributions, in an amount determined at its discretion, that may constitute part or all of or more than the matching contributions that would have been made pursuant to the provisions of the Stanley Black & Decker Supplemental Retirement Account Plan that were [added: in effect prior to 2019.]

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

The number of securities remaining available for issuance under the plans at December [removed: 31, 2022] [added: 30, 2023] is not determinable, since the plans do not authorize a maximum number of securities.

| Equity compensation plans approved by security holders | | | | | | 7,883,446 | | | (1) | | | $ | 133.22 | | (2) | | | 7,231,476 | | | (3) | | |

| Total | | | | | | 7,883,446 | | | | | | $ | 133.22 | | | | | 7,231,476 | | | | | |

For both qualified and non-qualified plans, the investment of

| Equity compensation plans approved by security holders | | | | | | 7,289,358 | | | (1) | | | $ | 140.22 | | (2) | | | 9,655,464 | | | (3) | | |

| Total | | | | | | 7,289,358 | | | | | | $ | 140.22 | | | | | 9,655,464 | | | | | |

Effective January 1, 2019, the Company, at its discretion, will determine whether matching and core contributions will be made for the non-qualified tax deferred savings plan for a particular year.

in effect prior to 2019.

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 [removed: "Corporate Governance," "Director Independence"] [added: “Corporate Governance”] and [removed: "Related] [added: “Related] Person [removed: Transactions"] [added: 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 information required by Item 9(e) of Schedule 14A is incorporated herein by reference to the information set forth under the section entitled “Fees of Independent Auditors” [added: and “Corporate Governance”] 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: 55.][added: 57.]

See Exhibit Index in this Form 10-K on page [removed: 119.][added: 117.]

(b) See Exhibit Index in this Form 10-K on page [removed: 119.][added: 117.]

(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: 55.][added: 57.]

| Schedule II — Valuation and Qualifying Accounts is included in Item 15 (page [removed: 58).] [added: [59](#i8cd2af3c78eb42a1adde0291c81398eb_106)).] | | |

| Management’s Report on Internal Control Over Financial Reporting (page [removed: 59).] [added: 60).] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 00042) — Financial Statement Opinion (page [removed: 60).] [added: 61).] | | |

| Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page [removed: 62).] [added: 63).] | | |

| Consolidated Statements of Operations — fiscal years ended December [added: 30, 2023, December] 31, 2022, [removed: January 1, 2022,] and January [removed: 2, 2021] [added: 1, 2022] (page [removed: 63).] [added: 64).] | | |

| Consolidated Statements of Comprehensive [added: (Loss)] Income — fiscal years ended December [added: 30, 2023, December] 31, 2022, [removed: January 1, 2022,] and January [removed: 2, 2021] [added: 1, 2022] (page [removed: 64).] [added: 65).] | | |

| Consolidated Balance Sheets — December [removed: 31, 2022] [added: 30, 2023] and [removed: January 1,] [added: December 31,] 2022 (page [removed: 65).] [added: 66).] | | |

| Consolidated Statements of Cash Flows — fiscal years ended December [added: 30, 2023, December] 31, 2022, [removed: January 1, 2022,] and January [removed: 2, 2021] [added: 1, 2022] (page [removed: 66).] [added: 67).] | | |

| Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended December [added: 30, 2023, December] 31, 2022, [removed: January 1, 2022,] and January [removed: 2, 2021] [added: 1, 2022] (page [removed: 68).] [added: 69).] | | |

| Notes to Consolidated Financial Statements (page [removed: 69).] [added: 70).] | | |

| Selected Quarterly Financial Data (Unaudited) (page 117). | | |

| Date: | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /s/ Donald Allan, Jr. | | | | | | President and Chief Executive Officer | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | | | | |

| /s/ Scot Greulach | | | | | | Chief Accounting Officer | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | | | | |

| * | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | | | | |

Fiscal years ended December [added: 30, 2023, December] 31, 2022, [removed: January 1, 2022,] and January [removed: 2, 2021][added: 1, 2022]

| Year Ended 2022 [removed: (c)] | | | $ | 1,067.2 | | | | | $ | 21.2 | | | | | $ | (5.9) | | | | | $ | (50.0) | | | | | $ | 1,032.5 | |

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

Management has assessed the effectiveness of Stanley Black & Decker, Inc.’s internal control over financial reporting as of December [removed: 31, 2022.][added: 30, 2023.]

Management concluded that based on its assessment, Stanley Black & Decker, Inc.’s internal control over financial reporting was effective as of December [removed: 31, 2022.][added: 30, 2023.]

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: 62.][added: 63.]

To the Shareowners and [added: the] Board of Directors of Stanley Black & Decker, Inc.

We have audited the accompanying consolidated balance sheets of Stanley Black & Decker, Inc. (the Company) as of December [removed: 31, 2022] [added: 30, 2023] and [removed: January 1,] [added: December 31,] 2022, the related consolidated statements of operations, comprehensive [added: (loss)] income, shareowners’ equity and cash flows for each of the three years in the period ended December [removed: 31, 2022,] [added: 30, 2023,] and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December [removed: 31, 2022] [added: 30, 2023] and [removed: January 1,] [added: December 31,] 2022, and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 31, 2022,] [added: 30, 2023,] 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 December [removed: 31, 2022,] [added: 30, 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 23, 2023] [added: 27, 2024] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

| *Description of the Matter* | | | | | | As described in Notes A and Q, the Company conducts business globally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course, the Company is subject to examinations by taxing authorities throughout the world. Uncertainty in a tax position may arise as tax laws are subject to interpretation. At December [removed: 31, 2022,] [added: 30, 2023,] the Company has recorded approximately [removed: $503] [added: $481] million relating to uncertain tax positions. The Company records uncertain tax positions in accordance with ASC 740, which requires a two-step process. First, management determines whether it is more likely than not that a tax position will be sustained based on the technical merits of the position and second, for those tax positions that meet the more likely than not threshold, management recognizes the largest amount of the tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related taxing authority. The Company then evaluates uncertain tax positions in subsequent periods for recognition, de-recognition or re-measurement if changes have occurred, or when effective settlement or expiration of the statute of limitations occurs. Auditing the uncertain tax positions is complex because of the judgmental nature of the tax accruals and various other tax return positions that might not be sustained upon review by taxing authorities. The Company files tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world due to its complex global footprint. | | |

We have audited Stanley Black & Decker, Inc.’s internal control over financial reporting as of December [removed: 31, 2022,] [added: 30, 2023,] 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, Stanley Black & Decker (the Company) maintained, in all material respects, effective internal control over financial reporting as of December [removed: 31, 2022,] [added: 30, 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December [removed: 31, 2022] [added: 30, 2023] and [removed: January 1,] [added: December 31,] 2022, the related consolidated statements of operations, comprehensive [added: (loss)] income, shareowners’ equity and cash flows for each of the three years in the period ended December [removed: 31, 2022,] [added: 30, 2023,] and the related notes and schedule listed in the Index at Item 15(a) and our report dated February [removed: 23, 2023] [added: 27, 2024] expressed an unqualified opinion thereon.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net Sales | | | $ | [removed: 16,947.4] [added: 15,781.1] | | | | | $ | [removed: 15,281.3] [added: 16,947.4] | | | | | $ | [removed: 12,750.0] [added: 15,281.3] | |

| Cost of sales | | | $ | [removed: 12,663.3] [added: 11,848.5] | | | | | $ | [removed: 10,189.1] [added: 12,663.3] | | | | | $ | [removed: 8,431.9] [added: 10,189.1] | |

| Selling, general and administrative | | | [removed: 3,355.7] [added: 3,282.0] | | | | | | [removed: 3,193.1] [added: 3,355.7] | | | | | | [removed: 2,554.7] [added: 3,193.1] | | |

| Provision for credit losses | | | [removed: 14.3] [added: 8.7] | | | | | | [removed: —] [added: 14.3] | | | | | | [removed: 24.6] [added: —] | | |

| Other, net | | | [removed: 274.8] [added: 320.1] | | | | | | [removed: 189.5] [added: 274.8] | | | | | | [removed: 215.7] [added: 189.5] | | |

| Loss on sales of businesses | | | [removed: 8.4] [added: 10.8] | | | | | | [removed: 0.6] [added: 8.4] | | | | | | [removed: 13.5] [added: 0.6] | | |

| Restructuring charges | | | [removed: 140.8] [added: 39.4] | | | | | | [removed: 14.5] [added: 140.8] | | | | | | [removed: 73.8] [added: 14.5] | | |

| Gain on equity method investment | | | — | | | | | | [removed: (68.0)] [added: —] | | | | | | [removed: —] [added: (68.0)] | | |

| Asset impairment [removed: charge] [added: charges] | | | [removed: 168.4] [added: 274.8] | | | | | | [removed: —] [added: 168.4] | | | | | | — | | |

| Interest income | | | [removed: (54.7)] [added: (186.9)] | | | | | | [removed: (9.8)] [added: (54.7)] | | | | | | [removed: (17.5)] [added: (9.8)] | | |

| Interest expense | | | [removed: 338.5] [added: 559.4] | | | | | | [removed: 185.4] [added: 338.5] | | | | | | [removed: 222.7] [added: 185.4] | | |

| | | | $ | [removed: 16,909.5] [added: 16,156.8] | | | | | $ | [removed: 13,694.4] [added: 16,909.5] | | | | | $ | [removed: 11,566.3] [added: 13,694.4] | |

| [removed: Earnings] [added: (Loss) earnings] from continuing operations before income taxes and equity interest | | | [removed: 37.9] [added: (375.7)] | | | | | | [removed: 1,586.9] [added: 37.9] | | | | | | [removed: 1,183.7] [added: 1,586.9] | | |

| Income taxes on continuing operations | | | [removed: (132.4)] [added: (94.0)] | | | | | | [removed: 55.1] [added: (132.4)] | | | | | | [removed: 38.0] [added: 55.1] | | |

| Net [added: (loss)] earnings from continuing operations before equity interest | | | [removed: 170.3] [added: (281.7)] | | | | | | [removed: 1,531.8] [added: 170.3] | | | | | | [removed: 1,145.7] [added: 1,531.8] | | |

| Share of net earnings of equity method investment | | | — | | | | | | [removed: 19.0] [added: —] | | | | | | [removed: 9.1] [added: 19.0] | | |

| Net [added: (loss)] earnings from continuing operations | | | [removed: 170.3] [added: (281.7)] | | | | | | [removed: 1,550.8] [added: 170.3] | | | | | | [removed: 1,154.8] [added: 1,550.8] | | |

| Less: Net earnings (losses) attributable to non-controlling interests | | | [removed: 0.2] [added: —] | | | | | | [removed: (1.7)] [added: 0.2] | | | | | | [removed: 0.9] [added: (1.7)] | | |

| Net [added: (loss)] earnings from continuing operations attributable to Stanley Black & Decker, Inc. | | | $ | [removed: 170.1] [added: (281.7)] | | | | | $ | [removed: 1,552.5] [added: 170.1] | | | | | $ | [removed: 1,153.9] [added: 1,552.5] | |

| Less: Preferred stock dividends and beneficial conversion feature | | | [removed: 5.8] [added: —] | | | | | | [removed: 14.2] [added: 5.8] | | | | | | [removed: 24.1] [added: 14.2] | | |

| Year Ended 2023 | | | $ | 106.6 | | | | | $ | 8.7 | | | | | $ | 9.5 | | | | | $ | (48.2) | | | | | $ | 76.6 | |

| Year Ended 2023 (c) | | | $ | 1,032.5 | | | | | $ | 38.4 | | | | | $ | 2.2 | | | | | $ | (26.2) | | | | | $ | 1,046.9 | |

| /s/ Patrick Hallinan | | | | | |

| Patrick Hallinan, Executive Vice President & Chief Financial Officer | | | | | |

February 27, 2024

February 27, 2024

Fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022

Fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022

| | | | 11,972.4 | | | | | | 12,711.7 | | |

Fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022

| Net (loss) earnings | | | $ | (310.5) | | | | | $ | 1,062.7 | | | | | $ | 1,687.5 | |

Fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022

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

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

| Net loss | | | | | | | | | | | | | | | | | | | | | (310.5) | | | | | | | | | | | | | | | | | | — | | | | | | (310.5) | | |

| Issuance of common stock (817,110 shares) | | | | | | | | | | | | | | | (80.4) | | | | | | | | | | | | | | | | | | 99.4 | | | | | | | | | | | | 19.0 | | |

| Repurchase of common stock (180,552 shares) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (16.1) | | | | | | | | | | | | (16.1) | | |

| Non-controlling interest liquidation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2.1) | | | | | | (2.1) | | |

| Balance December 30, 2023 | | | $ | — | | | | | $ | 442.3 | | | | | $ | 5,059.0 | | | | | $ | 8,540.2 | | | | | $ | (2,069.1) | | | | | $ | (2,916.3) | | | | | $ | — | | | | | $ | 9,056.1 | |

On December 15, 2023, the Company announced that it had entered into a definitive agreement for the sale of the Infrastructure business.

This pending divestiture does not qualify for discontinued operations and therefore, its results are included in the Company's continuing operations for all periods presented.

Additionally, the Company considers the credit

This approach incorporates many

Refer to *Note F, Goodwill And Intangible Assets,* for further discussion of the goodwill impacts relating to the 2023 impairment charges for the pending divestiture of the Infrastructure business and the Irwin and Troy-Bilt trade names, as well as the 2022 impairment charge relating to the Oil & Gas business.

The Company adopted this standard in the first quarter of 2023, with the exception of the amendment on rollforward information.

RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED — In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*.

The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations.

The standard can be applied prospectively or retrospectively.

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*.

The new standard provides improvements to reportable segment disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis.

The standard also requires the disclosure of the chief operating decision maker’s (“CODM”) title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single reportable segment must provide all disclosures required by this amendment.

The standard should be applied retrospectively to all prior periods presented in the financial statements.

| (Millions of Dollars) | | | December 30, 2023 | | | | | | December 31, 2022 | | |

| (Millions of Dollars) | | | December 30, 2023 | | | | | | December 31, 2022 | | |

ACQUISITIONS

date.

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

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

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

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

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

| /s/ Corbin Walburger | | | | | | Interim Chief Financial Officer | | | | | | February 23, 2023 | | | | | |

| Corbin Walburger | | | | | | | | | | | | | | | | | |

| Carlos M. Cardoso | | | | | | | | | | | | | | | | | |

| Robert B. Coutts | | | | | | | | | | | | | | | | | |

| Year Ended 2020 | | | $ | 91.5 | | | | | $ | 24.6 | | | | | $ | 7.4 | | | | | $ | (17.3) | | | | | $ | 106.2 | |

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

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

| | | | | | |

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

| /s/ Corbin B. Walburger | | | | | |

| Corbin B. Walburger, Interim Chief Financial Officer | | | | | |

February 23, 2023

| Loss on debt extinguishment | | | — | | | | | | — | | | | | | 46.9 | | |

| Preferred stock, without par value: Authorized 10,000,000 shares in 2022 and 2021 Issued and outstanding 750,000 shares in 2021 | | | — | | | | | | 620.3 | | |

| | | | 12,711.7 | | | | | | 12,958.6 | | |

| Net earnings from continuing operations | | | $ | 170.3 | | | | | $ | 1,550.8 | | | | | $ | 1,154.8 | |

| Premium paid on debt extinguishment | | | — | | | | | | — | | | | | | (48.7) | | |

| Craftsman deferred purchase price | | | — | | | | | | — | | | | | | (250.0) | | |

| CAM contingent consideration | | | — | | | | | | — | | | | | | (94.4) | | |

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

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

| Balance December 28, 2019 | | | $ | 1,230.0 | | | | | $ | 442.3 | | | | | $ | 4,767.6 | | | | | $ | 6,768.1 | | | | | $ | (1,884.6) | | | | | $ | (2.3) | | | | | $ | (2,184.8) | | | | | $ | 5.9 | | | | | $ | 9,142.2 | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | 1,233.8 | | | | | | | | | | | | | | | | | | | | | | | | 0.9 | | | | | | 1,234.7 | | |

| Issuance of common stock (2,010,644 shares) | | | | | | | | | | | | | | | (32.1) | | | | | | | | | | | | | | | | | | | | | | | | 179.1 | | | | | | | | | | | | 147.0 | | |

| Repurchase of common stock (228,541 shares) | | | | | | | | | | | | | | | 10.0 | | | | | | | | | | | | | | | | | | | | | | | | (36.2) | | | | | | | | | | | | (26.2) | | |

| Conversion of original Series C Preferred Stock (5,463,750 shares) | | | (610.4) | | | | | | | | | | | | 113.2 | | | | | | | | | | | | | | | | | | | | | | | | 492.6 | | | | | | | | | | | | (4.6) | | |

| ESOP | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2.3 | | | | | | | | | | | | | | | | | | 2.3 | | |

| Adoption of ASU 2016-13 | | | | | | | | | | | | | | | | | | | | | (3.8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3.8) | | |

| Beneficial conversion feature | | | 0.7 | | | | | | | | | | | | | | | | | | (0.7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Cash dividends declared — $75.00 per annum per preferred share | | | | | | | | | | | | | | | | | | | | | (5.8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (5.8) | | |

| Redemption of remarketed Series D Preferred Stock (750,000 shares) | | | (750.0) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (750.0) | | |

Amounts previously reported have been reclassified to conform to this presentation in accordance with Accounting Standards Codification ("ASC") 205, *Presentation of Financial Statements* ("ASC 205"), to allow for meaningful comparison of continuing operations.

In November 2020, the Company sold its commercial electronic security businesses in five countries in Europe and emerging markets within the Security segment.

In October 2020, the Company sold a product line in Oil & Gas within the Industrial segment.

The operating results of these businesses have been reported in the Consolidated Financial Statements through their respective dates of sale in 2020.

In February 2020, the Company acquired Consolidated Aerospace Manufacturing, LLC ("CAM").

This acquisition was accounted for as a business combination using the acquisition method of accounting and the results subsequent to the date of acquisition are included in the Company's Industrial segment.