Item 1. BUSINESS

Stanley Black & Decker, Inc. ("the Company") was founded in 1843 by Frederick T. Stanley and incorporated in Connecticut in 1852. In March 2010, the Company completed a merger with The Black & Decker Corporation (“Black & Decker”), a company founded by S. Duncan Black and Alonzo G. Decker and incorporated in Maryland in 1910. At that time, the Company changed its name from The Stanley Works to Stanley Black & Decker, Inc. The Company’s principal executive office is located at 1000 Stanley Drive, New Britain, Connecticut 06053 and its telephone number is (860) 225-5111.

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 solutions, with 2024 consolidated annual revenues of $15.4 billion. Approximately 62% of the Company’s 2024 revenues were generated in the United States, with the remainder largely from Europe (16%), emerging markets (13%) and Canada (5%).

In recent years, the Company has re-shaped its portfolio through a series of 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 $916 million. In August 2022, the Company sold its Oil & Gas business comprised of the pipeline services and equipment businesses. In April 2024, the Company sold its Infrastructure business, comprised of the attachment and handheld hydraulic tools business, for net proceeds of $729 million. These recent divestitures are part of the Company's strategic commitment to simplify and streamline its portfolio to focus on its leading market positions in tools and outdoor, as well as engineered fastening systems.

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

Leveraging the benefits of a more focused portfolio, the Company initiated a business transformation 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 multi-year strategic focus remain unchanged as follows:

• Advancing innovation, electrification and global market penetration to achieve mid-single digit organic revenue growth (2 to 3 times the market);

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

• Returning adjusted gross margins to historical 35%+ levels by accelerating the operations and supply chain transformation to improve fill rates and better match inventory with customer demand; and

• Prioritizing cash flow generation and inventory optimization.

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 a preference toward 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 business strategy is designed to drive long-term value for its stakeholders by creating a simplified and focused organization, investing in core growth and innovation to be a market leader, and delivering for its customers, end users and shareholders. The Company has accordingly focused its sustainability efforts to better align with this business strategy. The Company’s sustainability approach is comprised of three impact pillars of People, Product, and Planet–which guide the Company’s focus and initiatives for sustainable performance. The Company’s most recent Impact Report provides an overview of the Company’s priority impact goals and progress. To learn more about the Company’s sustainability strategy and sustainability efforts, please view the most recent Impact Report on the Company's website. As explained in the most recent Impact Report, these goals make a number of assumptions and measurements of progress against such goals are based on certain methodologies and there are no assurances that those assumptions or methodologies will be correct or that such goals will be achieved or retained. The Impact Report is not, and is not intended to be, part of this Annual Report on Form 10-K and is not incorporated into this report by reference.

Description of the Business

The Company’s operations are classified into two reportable business segments: Tools & Outdoor and Industrial. Both reportable segments have significant international operations and are exposed to translational and transactional impacts from fluctuations in foreign currency exchange rates.

Additional information regarding the Company’s business segments and geographic areas is incorporated herein by reference to the material captioned “Business Segment Results” in Item 7 and Note O, Business Segments and Geographic Areas, of the Notes to Consolidated Financial Statements in Item 8.

Tools & Outdoor

The Tools & Outdoor segment is comprised of the Power Tools Group ("PTG"), Hand Tools, Accessories & Storage ("HTAS"), and Outdoor Power Equipment ("Outdoor") product lines. Annual revenues in the Tools & Outdoor segment were $13.3 billion in 2024, representing 87% of the Company’s total revenues. The segment is a worldwide leader in the tools and outdoor markets and carries iconic brands in the industry, including DEWALT®, CRAFTSMAN®, STANLEY®, BLACK+DECKER® and CUB CADET®.

The PTG product line includes both professional and consumer products. Professional products, primarily under the DEWALT® brand, include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers, sanders, and concrete prep and placement tools as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, and concrete and masonry anchors. DIY and tradesperson focused products include corded and cordless electric power tools sold primarily under the CRAFTSMAN® and STANLEY® brands, and consumer home products such as household power tools, hand-held vacuums, and small appliances primarily under the BLACK+DECKER® brand.

The HTAS product line sells hand tools, power tool accessories and storage products primarily under the DEWALT®, CRAFTSMAN® and STANLEY® brands. Hand tools include measuring, leveling and layout tools, planes, hammers, demolition tools, clamps, vises, knives, saws, chisels, material handling, and industrial and automotive tools. Power tool accessories include drill bits, screwdriver bits, router bits, abrasives, saw blades and threading products. Storage products include tool boxes, sawhorses, cabinets and engineered storage solution products.

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

The segment sells its products to professional end users, distributors, independent dealers, retail consumers and industrial customers in a wide variety of industries and geographies. The majority of sales are distributed through retailers, including home centers, mass merchants, hardware stores, and retail lumber yards, as well as third-party distributors, independent dealers, and a direct sales force.

Industrial

The Industrial segment is comprised of the Engineered Fastening business and the Infrastructure business prior to its sale in April 2024. Annual revenues in the Industrial segment, inclusive of the Infrastructure business through the date of sale, were $2.1 billion in 2024, representing 13% of the Company’s total revenues.

The Engineered Fastening business is a global leader of highly engineered, application-based solutions. The business primarily sells highly engineered components such as fasteners, fittings and various engineered products, which are designed for specific application across multiple verticals. The product lines include externally threaded fasteners, blind rivets and tools, blind inserts and tools, drawn arc weld studs and systems, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, high-strength structural fasteners, axel swage, latches, heat shields, pins, and couplings. The business sells to customers in the automotive, manufacturing, electronics, construction, and aerospace industries, amongst others, and its products are distributed through a direct sales force and, to a lesser extent, third-party distributors.

Other Information

Competition

The Company competes on the basis of its reputation for innovation and product quality, its well-known brands, its commitment to customer service, its strong customer relationships, the breadth of its product lines focused on core end-user segments, and customer value propositions.

The Company encounters active competition in the Tools & Outdoor and Industrial segments from both larger and smaller companies that offer the same or similar products and services or that produce different products appropriate for the same uses. Certain large customers offer private label brands (“house brands”) that compete across a wide spectrum of the Company’s Tools & Outdoor segment product offerings.

Major Customers

A significant portion of the Company’s Tools & Outdoor products are sold to home centers and mass merchants in the U.S. and Europe. A consolidation of retailers both in North America and abroad has occurred over time. While this consolidation and the domestic and international expansion of these large retailers have provided the Company with opportunities for growth, the increasing size and importance of individual customers create a certain degree of exposure to potential sales volume loss. Lowe's accounted for approximately 14%, 14% and 15% of the Company's consolidated net sales in 2024, 2023 and 2022, respectively, while The Home Depot accounted for approximately 14%, 13% and 13% of the Company's consolidated net sales in 2024, 2023 and 2022, respectively. No other customer exceeded 10% of the Company's consolidated net sales in 2024, 2023 or 2022.

Working Capital

The Company continues to practice the operating principles encompassed by Operational Excellence, one element of the supply chain transformation, leveraging the principles of sales and operations planning, operational lean, global supply management, order-to-cash excellence, and upskilling the Company's workforce. The Company aims to develop standardized business processes and system platforms to reduce costs and provide scalability. Working capital turns were 4.9 at the end of 2024, up 0.7 turns from 2023, driven by the Company's continued focus on strategic inventory management and working capital efficiency. The Company plans to continue leveraging Operational Excellence to generate ongoing improvements in working capital turns, cycle times, and customer service levels.

Raw Materials

The Company’s products are manufactured using resins, ferrous and non-ferrous metals including, but not limited to, steel, zinc, copper, brass, aluminum and nickel. The Company also purchases components such as batteries, motors, engines, transmissions, and electronic components to use in manufacturing and assembly operations along with resin-based molded parts. The raw materials required are procured globally and generally available from multiple sources at competitive prices. As part of the Company's Enterprise Risk Management, the Company has implemented a supplier risk mitigation strategy in order to identify and address any potential supply disruption or material scarcity issues associated with commodities, components, finished goods and critical services. The Company does not anticipate difficulties in obtaining supplies for any raw materials used in its production processes and has maintained the proactive measures taken in 2022 to secure energy supply in its European factories to insulate the Company's production from supply constraints in the region.

Patents and Trademarks

No business segment is solely dependent, to any significant degree, on patents, licenses, franchises or concessions, and the loss of one or several of these patents, licenses, franchises or concessions would not have a material adverse effect on any of the Company's businesses. The Company owns numerous patents, none of which individually are material to the Company's operations as a whole. These patents expire at various times over the next 20 years. The Company holds licenses, franchises and concessions, none of which individually or in the aggregate are material to the Company's operations as a whole. These licenses, franchises and concessions vary in duration, but generally run from one to 40 years.

The Company has numerous trademarks that are used in its businesses worldwide. In the Tools & Outdoor segment, significant trademarks include DEWALT®, CRAFTSMAN®, STANLEY®, BLACK+DECKER®, DEWALT FLEXVOLT®, DEWALT POWERSTACK®, DEWALT POWERSHIFT™, IRWIN®, LENOX®, 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®, CribMaster®, POP®, Avdel®, Tucker®, NPR®, Spiralock®, CAM®, Bristol Industries®, Voss™, Aerofit™, EA Patten™, Integra®, and Optia®. The terms of these trademarks typically vary from 10 to 20 years, with most trademarks being renewable indefinitely for like terms.

Research and Development Costs

Research and development costs, which are classified in Selling, general and administrative ("SG&A"), were $328.8 million, $362.0 million and $357.4 million, or 2.1%, 2.3%, and 2.1% of net sales, for fiscal years 2024, 2023 and 2022, respectively. The 2024 investment reflects a modest decline versus prior year due to the Infrastructure divestiture and more focused spend in the outdoor product line. The Company continues to invest in its innovation model targeting key end-user segments with products designed to deliver against the attributes of productivity, quality and safety, and places an emphasis on electrification.

Governmental Regulations

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, anti-corruption, data privacy, tax, consumer protection, government contracts, climate change and others. The Company is subject to import and export controls, tariffs, and other

trade-related regulations and restrictions in the countries in which it has operations or otherwise does business. These controls, tariffs, regulations, and restrictions have had, and may continue to have, a material impact on the Company's business, including its ability to sell products and to manufacture or source components. Refer to Item 1A. Risk Factors in Part I of this Annual Report on Form 10-K for additional information regarding various laws and regulations that affect the Company's business operations.

The Company is also subject to various environmental laws and regulations in the U.S. and foreign countries where it has operations. In the normal course of business, the Company is involved in various legal proceedings relating to environmental issues. The Company’s policy is to accrue environmental investigatory and remediation costs for identified sites when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In the event that no amount in the range of probable loss is considered most likely, the minimum loss in the range is accrued. The amount of liability recorded is based on an evaluation of currently available facts with respect to each individual site and includes such factors as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites. The liabilities recorded do not take into account any claims for recoveries from insurance or third parties. As assessments and remediation progress at individual sites, the amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. As of December 28, 2024 and December 30, 2023, the Company had reserves of $275.4 million and $124.5 million, respectively, for remediation activities associated with Company-owned properties, as well as for Superfund sites, for losses that are probable and estimable. Of the 2024 amount, $51.4 million is classified as current within Accrued expenses and $224.0 million as long-term within Other liabilities, which is expected to be paid over the estimated remediation period. As of December 28, 2024, the Company has recorded $17.4 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 R, Contingencies, of the Notes to Consolidated Financial Statements in Item 8. Accordingly, the Company's net cash obligation as of December 28, 2024 associated with the aforementioned remediation activities is $258.0 million. As of December 28, 2024, the range of environmental remediation costs that is reasonably possible is $191.5 million to $408.1 million, which is subject to change in the near term. The Company may be liable for environmental remediation of sites it no longer owns. Liabilities have been recorded on those sites in accordance with the Company's policy.

The amount recorded for identified contingent liabilities is based on estimates. Amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. Actual costs to be incurred in future periods may vary from the estimates, given the inherent uncertainties in evaluating certain exposures. Subject to the imprecision in estimating future contingent liability costs, the Company does not expect that any sum it may have to pay in connection with these matters in excess of the amounts recorded will have a materially adverse effect on its financial position, results of operations or liquidity. Additional information regarding environmental matters is available in Note R, Contingencies, of the Notes to Consolidated Financial Statements in Item 8.

Compliance with government regulations, including environmental and climate change regulations, has not had, and based on current information and the applicable laws and regulations currently in effect, is not expected to have a material effect on the Company's capital expenditures, results of operations or competitive position. However, laws and regulations may be changed, accelerated or adopted that impose significant operational restrictions and compliance requirements upon the Company and which could negatively impact its operating results and financial condition.

Human Capital Management

The Company has a strategic vision to grow as an employer of choice with leading market positions in each of its major categories. The Company’s human capital management fuels every part of the path to this vision, supporting long-term growth. It begins with its Purpose (why we do what we do), Values (intrinsically what we prioritize), Leadership Behaviors (how we lead), Focus Forward Priorities (what we work on), Operating Model (how we work), and Key Performance Indicators (how we measure success).

To achieve this vision, the Company will continue to focus intently on its Focus Forward strategy, which details the long-term focus areas that will guide the journey forward. 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 People & Culture pillar of this strategy is something that everyone is responsible for – especially people managers.

To drive this focus and build a workforce that can execute its Focus Forward strategy, the Company introduced a new People goal. The objective is focused on attracting, developing and retaining the workforce of the future with top talent across the Company, so that it can serve its customers and end users with best-in-class brands and innovation. To do this, the Company strives to create an environment that drives increased employee engagement.

As of December 28, 2024, the Company had approximately 48,500 employees in 60 countries. Approximately 33% of total employees were employed in the U.S. In addition, the Company had approximately 8,100 temporary contractors globally, primarily in operations. The employee workforce is comprised of approximately 69% hourly-paid employees, principally in manufacturing and distribution centers, and 31% salaried employees.

As of December 28, 2024, there were approximately 900 U.S. employees covered by collective bargaining agreements dispersed among 8 different local labor unions, and a majority of European employees are represented by Works Councils. Three U.S. collective bargaining agreements are scheduled for renegotiation in the next 12 months. The Company strives to maintain a positive relationship with all its employees, as well as the unions and Works Councils representing them, where applicable.

Talent Attraction, Development, and Retention

Attraction

In 2024, the Company continued to invest in developing a global talent acquisition center of excellence, building on the work started in 2022 within the regions to better focus on skill shortages locally, while providing a consistent, candidate experience. Additionally, the Company continues to 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 2025. The Company also commenced work to develop an Employee Value Proposition and Employer Brand to help articulate Company values and culture to potential candidates in the attraction process. This work is expected to continue into 2025.

Development

Talent development is a key enabler of the People & Culture pillar of the Company's Focus Forward strategy. A foundation of development includes clearly defined goals and performance feedback. The annual performance feedback process has been simplified and encourages both self-reflection and leader feedback against goals to support ongoing development. The new process started in the fourth quarter of 2023 and was implemented in 2024. This shift is designed to ultimately improve leader and employee feedback skills and facilitate a continuous cycle of feedback and employee development, enabling employees to grow and develop while enhancing their overall experience.

Lifelong learning is supported through a combination of the Company's internal human capital management system and external third-party providers. Central to meeting customer and end-user needs are skilled operations professionals working in the Company's manufacturing and distribution facilities. The Company has invested in its hourly operations workforce with dedicated enablement programs focused on upskilling initiatives and future career opportunities, as well as job-specific training. Through digital learning technology, the Company delivers on-demand visual training on how to get things done right. This powerful efficiency tool has expanded from the factory floor and is being integrated into onboarding and mandatory safety training, helping the Company’s operations employees learn outside of the classroom and increasing uptake for on-the-job training. In 2024, the program had over 5,000 published knowledge videos with approximately 89,000 views.

The Company’s leadership development is anchored in values that highlight important attributes like agility, integrity, and accountability. To further development, the Company has embarked on a robust leadership talent review process and has invested in a 360-assessment process and dedicated coaching for many of its leaders. These practices provide valuable feedback and insights to leaders on their strengths and opportunities, as well as offer information on enterprise talent strength to help further shape leadership development. In 2024, the Company strove to advance leadership capability anchored to its values and priorities with the launch of a new in-person manager training for over 2,000 leaders globally.

In 2025, the Company plans to continue to evolve its Leadership and Development framework by developing enterprise-wide training and development experiences at all levels. This framework will focus on accelerating the development of the Company’s current and future leaders and building competencies in all employees to further its Focus Forward strategy.

Retention

The Company monitors organizational health through a variety of channels including employee engagement surveys, town halls, roundtables, listening sessions, and an internal communications platform. The Company recently improved its Human Capital Management tool which will enable 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.

Total Rewards and Employee Well-being

Total Rewards programs consist of compensation, benefits, recognition, and well-being programs. Program designs incorporate both global and country-specific considerations to effectively attract, retain, and reward employees. The Company’s portfolio of

programs is designed to deliver market-competitive remuneration aligned with shareholder interests and supports internal talent objectives. In addition to standard compensation and benefits packages, a sizable portion of managers and select individual contributors are eligible to earn annual incentive payouts contingent on the achievement of business objectives, and employees are generally eligible for special recognition awards.

The Company is committed to fostering a culture of holistic well-being, recognizing that employees who thrive individually are best equipped to achieve sustainable high performance and contribute positively to the Company culture. The Company’s comprehensive approach incorporates multiple dimensions of well-being, including mental and emotional health, physical health, occupational satisfaction, financial stability, and social connections.

Grow the Trades Program

Through its “Grow the Trades” program, the Company has maintained its commitment to reducing the tradesperson deficit and continues to invest in education and upskilling programs for skilled trades through strategic partnerships with non-profits across the regions in which it operates.

The Company believes that the increase in demand for tradespeople —driven, in part, by investments in infrastructure, an increased need for additional housing, and a shortage of trained craftspeople—is creating a significant influx of opportunities for individuals coming into the skilled trades. Against this backdrop, the Company has advanced initiatives designed to provide both new and experienced workers with the necessary training, products, and solutions they need to succeed in the industry. This includes facilitating networking, education, and support initiatives for specialized trade skills in pipe, mechanical, concrete, finishing and electrical.

Since the Company introduced its goal to invest $30 million over 5 years (by 2027) into programs that train tradespeople, it has invested over $19 million, which includes a mix of its hand and power tools as well as financial support. These investments are increasingly directed to organizations that serve the Company’s priority trades in its priority markets, representing its core end users.

The Company is also providing resources to improve accessibility of the trades to underserved populations, and in 2024, the Company provided scholarships to students pursuing secondary education aligned with its business priorities. Through the Stanley Black & Decker Leadership Scholarship, the Company awarded scholarships to high school and college scholars, affording them with access to expanded experiential learning beyond their classrooms and enabling them to pursue their education while working to achieve their leadership and academic aspirations in business, technology, and STEM fields. Through the DEWALT Trades Scholarship program, the Company provided scholarships to individuals attending a two-year college or vocational-technical school who are pursuing a trade degree/certificate in fields aligned with the Company's end markets.

The Company is committed to addressing the trade skills gap and investing in communities that support education and training programs for local tradespeople.

Environment, Health and Safety

The Company’s Environmental, Health and Safety (“EHS”) Management System describes the core elements of EHS responsibility and accountability, including policies and procedures that are referenced to global standards and in alignment with the Company’s Code of Business Ethics, applicable laws, and site needs. In 2023 and 2024, the Company reinforced EHS as a key priority that applies to employees and operating locations worldwide, including manufacturing facilities, distribution centers, warehouses, laboratories, field service centers, retail locations, office locations and mobile units, as well as to the Company's subsidiaries. The Company drove several improvement efforts including an update of its EHS Management System to better align with its current organization. This enabled the Company to continue shifting from reactive to more proactive in risk recognition, assessment, and mitigation at all levels. Legal requirements and responses may vary in the different countries and local jurisdictions in which the Company’s facilities are located. The Corporate EHS team develops technical and effective capabilities to enable strong performance at the Company’s sites.

Governance and Oversight

The Chief Executive Officer ("CEO") and the management Executive Committee are entrusted with developing and advancing the Company’s human capital strategy which is reviewed annually with periodic updates on progress with the Compensation & Talent Development Committee and the entire Board. The Chief Human Resources Officer (“CHRO”), who reports directly to the CEO, is charged with the development and stewardship of this strategy on an enterprise-wide basis. This incorporates a broad range of dimensions, including culture, values, labor and employee relations, leadership expectations and capabilities, talent development, performance management, and total rewards. Each year, the Company conducts an extensive talent review

with its CEO in which the leadership team, key talent, and succession plans are reviewed. Afterward, the CEO or CHRO leads a talent review with the Compensation & Talent Development Committee, which provides strategic oversight and direction regarding the talent development process, as well as with the entire membership of the Board, at least annually.

Refer to the caption "Information About Our Executive Officers" in Part 1 of this Annual Report on Form 10-K and Item 10. Directors, Executive Officers and Corporate Governance of the Registrant in Part III of this Annual Report on Form 10-K for additional information regarding the Company's Executive Officers.

Code of Business Ethics and Workplace Harassment Prevention training, among others, are provided to employees and the content is regularly reviewed and updated. Employees have access to the Integrity Helpline where support, guidance and resources are available. Employees are encouraged to raise any concerns through multiple channels, including through the confidential Integrity Helpline, without fear of retaliation or retribution.

Available Information

The Company’s website is located at https://www.stanleyblackanddecker.com. This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to the Company's website. Additionally, this Annual Report on Form 10-K includes several website addresses and references to additional materials found on those websites. These websites and materials, including the information on the Company's website that may be referenced in this Annual Report on Form 10-K, is provided for convenience only and is not intended to be part of this Annual Report on Form 10-K and is not incorporated into this report by reference. The Company makes its Forms 10-K, 10-Q, 8-K and amendments to each available free of charge on its website as soon as reasonably practicable after filing them with, or furnishing them to, the U.S. Securities and Exchange Commission ("SEC").