Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains statements reflecting the Company's views about its future performance that constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements. Please read the information under the caption entitled “Cautionary Statement Concerning Forward-Looking Statements."

Throughout this Management's Discussion and Analysis (“MD&A”), references to Notes refer to the "Notes To Unaudited Condensed Consolidated Financial Statements" in Part 1, Item 1 of this Quarterly Report on Form 10-Q, unless otherwise indicated.

BUSINESS OVERVIEW

Strategy

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. The Company continues to execute its long-term business strategy focused on organic growth in excess of the market and industry, geographic and customer diversification to foster sustainable revenue, earnings and cash flow growth. In recent years, the Company has re-shaped its portfolio to focus on its leading positions in the tools & outdoor and engineered fastening markets. 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.

Common Stock And Other Securities

In April 2021, the Board of Directors approved repurchases by the Company of its outstanding securities, other than its common stock, up to an aggregate amount of $3.0 billion. No repurchases have been executed pursuant to this authorization to date.

Divestitures

On April 1, 2024, the Company sold its Infrastructure business comprised of the attachment and handheld hydraulic tools business to Epiroc AB for net proceeds of $728.5 million. The Company used the net proceeds to reduce debt in the second quarter of 2024. Refer to Note Q, Divestitures, for further discussion.

Global Cost Reduction Program

In mid-2022, the Company launched a 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. These initiatives are expected to optimize the cost base as well as provide a platform to fund investments to accelerate growth in the core businesses. The program consists of 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 pre-tax run-rate cost savings by the end of 2025 and facilitate the achievement of projected 35%+ adjusted gross margins.

The SG&A cost savings were generated by simplifying the corporate structure, optimizing organizational spans and layers and reducing indirect spend. These savings will help fund $300 million to $500 million of innovation and commercial investments through 2025 designed to accelerate organic growth.

The $1.5 billion of pre-tax run-rate cost savings from the supply chain transformation has been, and continues to be, driven by the following value streams:

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

• Operational Excellence: Redesigning in-plant operations following footprint rationalization to deliver incremental efficiencies, simplified organizational design and inventory optimization leveraging a standard operating model and LEAN principles;

• 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

• Complexity Reduction: Reducing complexity through platforming products and implementing initiatives to drive a SKU reduction.

During the first three months of 2025 and since inception of the program, the Company has generated approximately $130 million and $1.7 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 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 cash investment required to achieve the estimated $1.5 billion of pre-tax run-rate supply chain cost savings is expected to be approximately $0.7 billion. Of the total estimated cash investment, approximately 30% is expected to be capital expenditures. Through 2024, the Company has made approximately $0.5 billion of total cash investments. The Company intends to continue prioritizing capital expenditures consistent with its existing approach and expects total capital expenditures, inclusive of the supply chain transformation, to approximate $0.3 billion in 2025 and 2.5% to 3.0% of net sales annually over the long term.

The charges associated with the ongoing execution of 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 "2025 Planning Assumptions." In addition, although the program is expected to be completed by the end of 2025, the Company expects to incur additional charges and make cash investments beyond 2025 relating to footprint actions to support the ongoing network transformation and reposition its supply chain, as necessary.

Segments

The Company’s operations are classified into two reportable business segments: Tools & Outdoor and Engineered Fastening. In the first quarter of 2025, the Industrial segment was renamed “Engineered Fastening” as a result of a more focused portfolio following recent divestitures.The Engineered Fastening segment name change is to the name only and had no impact on the Company’s consolidated financial statements or segment results. Both reportable segments have significant international operations and are exposed to translational and transactional impacts from fluctuations in foreign currency exchange rates.

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 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.

Engineered Fastening

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

The Engineered Fastening business primarily sells highly engineered components such as fasteners, fittings and various engineered products, which are designed for specific application across multiple verticals. The product lines include externally threaded fasteners, blind rivets and tools, blind inserts and tools, drawn arc weld studs and systems, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, high-strength structural fasteners, axel swage, latches, heat shields, pins, and couplings.

RESULTS OF OPERATIONS

Certain Items Impacting Earnings and Non-GAAP Financial Measures

The Company has provided a discussion of its results both inclusive and exclusive of certain gains and charges. The results and measures, including gross profit, SG&A, Other, net, Income taxes, segment profit, and corporate overhead, on a basis excluding certain gains and charges, free cash flow, organic revenue and organic growth are Non-GAAP financial measures. These Non-GAAP financial measures are defined and reconciled to their most directly comparable GAAP financial measures below. The Company considers the use of Non-GAAP financial measures relevant to aid analysis and understanding of the Company’s results and business trends aside from the material impact of certain gains and charges and ensures appropriate comparability to operating results of prior periods. Supplemental Non-GAAP information should not be considered in isolation or as a substitute for the related GAAP financial measures. Non-GAAP financial measures presented herein may differ from similar measures used by other companies.

The Company provides expectations for the non-GAAP financial measures of full-year 2025 adjusted EPS, presented on a basis excluding certain gains and charges, as well as 2025 free cash flow. Forecasted full-year 2025 adjusted EPS is reconciled to forecasted full-year 2025 GAAP EPS under the section entitled "2025 Planning Assumptions" below. Consistent with past methodology, forecasted full-year 2025 GAAP EPS excludes the impacts of potential acquisitions and divestitures, potential future regulatory changes or strategic shifts that could impact the Company's contingent liabilities or intangible assets, respectively, potential future cost actions in response to external factors that have not yet occurred, and any other items not specifically referenced under “2025 Planning Assumptions.” A reconciliation of forecasted 2025 free cash flow to its most directly comparable GAAP estimate is not available without unreasonable effort due to high variability and difficulty in predicting items that impact cash flow from operations, which could be material to the Company’s results in accordance with U.S. GAAP. The Company believes such a reconciliation would also imply a degree of precision that is inappropriate for this forward-looking measure.

The Company also provides multi-year strategic goals for the non-GAAP financial measures of adjusted gross margin, presented on a basis excluding certain gains and charges, as well as organic revenue growth. A reconciliation for these non-GAAP measures is not available without unreasonable effort due to the inherent difficulty of forecasting the timing and/or amount of various items that have not yet occurred, including the high variability and low visibility with respect to certain gains or charges that would generally be excluded from non-GAAP financial measures and which could be material to the Company’s results in accordance with U.S. GAAP. Additionally, estimating such GAAP measures and providing a meaningful reconciliation consistent with the Company’s accounting policies for future periods requires a level of precision that is unavailable for these future multi-year periods and cannot be accomplished without unreasonable effort. The Company believes such a reconciliation would also imply a degree of precision that is inappropriate for these forward-looking measures.

The Company’s operating results at the consolidated level as discussed below include and exclude certain gains and charges impacting gross profit, SG&A, Other, net, and Income taxes. The Company’s business segment results as discussed below include and exclude certain gains and charges impacting gross profit and SG&A. Corporate overhead as discussed below includes and excludes certain gains and charges. These amounts for the first quarters of 2025 and 2024 are as follows:

First Quarter 2025

(Millions of Dollars)						GAAP						Non-GAAP Adjustments****2						Non-GAAP
Gross profit						$	1,120.8					$	16.7					$	1,137.5
Selling, general and administrative1						867.0						(22.0)						845.0
Earnings before income taxes						127.6						31.5						159.1
Income taxes3						37.2						7.5						44.7
Net earnings						90.4						24.0						114.4
Diluted earnings per share of common stock						$	0.60					$	0.15					$	0.75

First Quarter 2024

(Millions of Dollars)						GAAP						Non-GAAP Adjustments****2						Non-GAAP
Gross profit						$	1,108.5					$	14.4					$	1,122.9
Selling, general and administrative1						851.8						(20.1)						831.7
Earnings before income taxes						48.3						71.5						119.8
Income taxes3						28.8						6.8						35.6
Net earnings						19.5						64.7						84.2
Diluted earnings per share of common stock						$	0.13					$	0.43					$	0.56
1 Includes provision for credit losses
2 Refer to table below for additional detail of the Non-GAAP adjustments
3 Income taxes attributable to Non-GAAP adjustments are determined by calculating income taxes on pre-tax earnings, both inclusive and exclusive of Non-GAAP adjustments, taking into consideration the nature of the Non-GAAP adjustments and the applicable statutory income tax rates.

Below is a summary of the pre-tax Non-GAAP adjustments for the first quarters of 2025 and 2024.

(Millions of Dollars)																		2025						2024
Supply Chain Transformation Costs:
Footprint Rationalization1																		$	6.6					$	8.4
Strategic Sourcing & Operational Excellence																		4.7						5.8
Facility-related costs																		—						0.7
Other charges (gains)																		5.4						(0.5)
Gross Profit																		$	16.7					$	14.4
Supply Chain Transformation Costs:
Footprint Rationalization1																		$	6.1					$	7.5
Complexity Reduction & Operational Excellence																		10.0						0.3
Acquisition & integration-related costs																		—						2.8
Transition services costs related to previously divested businesses																		5.3						5.5
Other charges (gains)																		0.6						4.0
Selling, general and administrative																		$	22.0					$	20.1
Income related to providing transition services to previously divested businesses																		$	(6.8)					$	(5.5)
Environmental charges																		(1.1)						—
Deal-related costs and other																		(0.8)						2.0
Other, net																		$	(8.7)					$	(3.5)
Loss on sale of business																		$	0.3					$	—
Asset impairment charges2																		—						25.5
Restructuring charges3																		1.2						15.0
Non-GAAP adjustments before income taxes																		$	31.5					$	71.5

1			Footprint Rationalization costs in 2025 and 2024 primarily relate to accelerated depreciation of production equipment and site transformation and re-configuration costs. Facility exit costs related to site closures are reported in Restructuring charges.
2			The $25.5 million pre-tax asset impairment charge in 2024 related to the Infrastructure business.
3			Refer to "Restructuring Activities" below for further discussion.

Below is a summary of the Company’s operating results at the consolidated level, followed by an overview of business segment performance. Organic growth is utilized to describe the Company's results excluding the impacts of foreign currency fluctuations, acquisitions during their initial 12 months of ownership, and divestitures.

Consolidated Results

Net Sales: Net sales were $3.745 billion in the first three months of 2025 compared to $3.870 billion in the first three months of 2024, representing a decrease of 3% as a 1% increase in volume was more than offset by a 2% decrease from foreign currency and a 2% decrease from the Infrastructure divestiture. Tools & Outdoor net sales were flat compared to the first three months of 2024 as a 1% increase in volume was offset by a 1% decrease from foreign currency. Engineered Fastening net sales decreased 21% compared to the first three months of 2024 as a 1% increase in price was more than offset by a 2% decrease in volume, a 2% decrease from foreign currency, a 16% decrease from the Infrastructure divestiture, and a 2% decrease from a product line transfer to Tools & Outdoor.

Cost of Sales and Gross Profit: The Company reported cost of sales of $2.624 billion in the first three months of 2025 compared to $2.761 billion in the first three months of 2024. The year-over-year change in cost of sales was primarily driven by the supply chain transformation efficiencies, partially offset by freight inflation and the initial impact from tariffs. Gross profit, defined as sales less cost of sales, was $1.121 billion, or 29.9% of net sales, in the first three months of 2025 compared to

$1.109 billion, or 28.6% of net sales, in the first three months of 2024. Non-GAAP adjustments, which increased cost of sales and reduced gross profit, were $16.7 million for the three months ended March 29, 2025 and $14.4 million for the three months ended March 30, 2024. Excluding these adjustments, gross profit was 30.4% of net sales, for the three months ended March 29, 2025, compared to 29.0% of net sales, for the three months ended March 30, 2024. The year-over-year change in gross profit as a percent of sales and adjusted gross profit as a percent of sales was primarily driven by the aforementioned factors impacting cost of sales, as well as benefits from new innovation launches.

SG&A Expenses: SG&A, inclusive of the provision for credit losses, was $867.0 million, or 23.2% of net sales, in the first three months of 2025, compared to $851.8 million, or 22.0% of net sales, in the first three months of 2024. Within SG&A, Non-GAAP adjustments totaled $22.0 million for the three months ended March 29, 2025 and $20.1 million for the three months ended March 30, 2024. Excluding these adjustments, SG&A was 22.6% of net sales for the three months ended March 29, 2025, compared to 21.5% for the three months ended March 30, 2024. The year-over-year change in SG&A as a percent of sales and adjusted SG&A as a percent of sales was driven by investments in revenue generating initiatives designed to deliver increased market penetration and future market share gains.

Distribution center costs (i.e. warehousing and fulfillment facility and associated labor costs) are classified within SG&A. This classification may differ from other companies who may report such expenses within cost of sales. Due to diversity in practice, to the extent the classification of these distribution costs differs from other companies, the Company’s gross margins may not be comparable. Such distribution costs classified in SG&A amounted to $129.0 million and $130.5 million for the first three months of 2025 and 2024, respectively.

Other, net: Other, net totaled $47.5 million and $80.0 million in the first three months of 2025 and 2024, respectively. Excluding Non-GAAP adjustments, Other, net totaled $56.2 million and $83.5 million for the first three months of 2025 and 2024, respectively. The year-over-year decrease in Other, net, both inclusive and exclusive of Non-GAAP adjustments, is primarily driven by appreciation of certain investments in the first quarter of 2025 compared to write-downs on certain investments in the first quarter of 2024, as well as lower environmental remediation costs and deal-related costs, and lower intangible asset amortization due to the divestiture of the Infrastructure business on April 1, 2024.

Loss on Sale of Business: During the first three months of 2025, the Company reported a pre-tax loss of $0.3 million related to the divestiture of small business in the Engineered Fastening segment.

Asset Impairment Charge: During the first three months of 2024, the Company recorded a pre-tax impairment charge of $25.5 million related to the Infrastructure business. Refer to Note Q, Divestitures, for additional information on the divestiture of the Infrastructure business completed in the second quarter of 2024.

Interest, net: Net interest expense was $77.2 million in the first quarter of 2025 compared to $87.9 million in the first quarter of 2024. The year-over-year decrease was primarily driven by lower commercial paper balances in 2025 and higher interest income.

Income Taxes: For the three months ended March 29, 2025, the Company recognized income tax expense of $37.2 million, resulting in an effective tax rate of 29.2%. Excluding the tax effect on Non-GAAP adjustments, for the three months ended March 29, 2025, the Company recognized income tax expense of $44.7 million, resulting in an effective tax rate of 28.1%. These effective tax rates for the three months ended March 29, 2025 differ from the U.S. statutory tax rate of 21% primarily due to non-deductible expenses, losses for which a tax benefit is not recognized, and U.S. tax on foreign earnings, partially offset by remeasurement of uncertain tax position reserves and tax credits.

For the three months ended March 30, 2024, the Company recognized income tax expense of $28.8 million, resulting in an effective tax rate of 59.6%. Excluding the tax effect on Non-GAAP adjustments, for the three months ended March 30, 2024, the Company recognized income tax expense of $35.6 million, resulting in an effective tax rate of 29.7%. These effective tax rates differ from the U.S. statutory tax rate of 21% primarily due to non-deductible expenses, U.S. tax on foreign earnings, and losses for which a tax benefit is not recognized, partially offset by tax credits and state income taxes.

Refer to Note M, Income Taxes, for additional information on the impacts in interim periods of changes in the estimated annual effective income tax rate.

On December 20, 2021, the Organization for Economic Cooperation and Development published a proposal for the establishment of a global minimum tax rate of 15% (“Pillar Two"). The Pillar Two rules provide a template that jurisdictions can translate into domestic law, to assist with the implementation within an agreed upon timeframe and in a coordinated

manner. Certain countries in which the Company operates have enacted legislation effective January 1, 2024, while other jurisdictions are in various stages of implementation.

The Company has performed an assessment of the potential impact to its income taxes as a result of Pillar Two. The assessment of the potential impact is based on the most recent tax filings, country-by-country reporting, and financial statements of affected subsidiaries. Based on results of the assessment, the Company believes it can avail itself of the transitional safe harbor rules in most jurisdictions in which the Company operates. There are, however, a limited number of jurisdictions where the transitional safe harbor relief does not apply. The Company expects the Pillar Two tax impact from these jurisdictions to be immaterial to its estimated annual tax rate for 2025. The Company continues to assess the potential impact of Pillar Two and monitor developments in legislation, regulation, and interpretive guidance in this area.

Business Segment Results

The Company’s reportable segments represent businesses that have similar products, services and end markets, among other factors. The Company utilizes segment profit which is defined as net sales minus cost of sales and SG&A inclusive of the provision for credit losses (aside from corporate overhead expense), and segment profit as a percentage of net sales to assess the profitability of each segment.

The Company’s operations are classified into two reportable business segments: Tools & Outdoor and Engineered Fastening.

Tools & Outdoor:

									Year-to-Date
(Millions of Dollars)															2025						2024
Net sales															$	3,280.9					$	3,284.6
Segment profit															$	289.2					$	255.7
% of Net sales															8.8		%				7.8		%

Tools & Outdoor net sales decreased $3.7 million, or were relatively flat, in the first three months of 2025 compared to the first three months of 2024 as a 1% increase in volume was offset by a 1% decrease from foreign currency. Organic revenue increased 1%, with continued growth in DEWALT® supported by professional demand as well as strong shipments in advance of the outdoor season. Total revenue increased 2% in North America, decreased 2% in Europe, and decreased 9% in the rest of the world. Excluding the impact from foreign currency, organic revenue increased 2% in North America, remained flat in Europe, and decreased 3% in the rest of the world.

Segment profit for the first three months of 2025 was $289.2 million, or 8.8% of net sales, compared to $255.7 million, or 7.8% of net sales, in the first three months of 2024. Excluding Non-GAAP adjustments, which primarily related to footprint actions associated with the supply chain transformation, of $25.0 million and $22.9 million for the three months ended March 29, 2025 and March 30, 2024, respectively, segment profit was 9.6% of net sales in the first three months of 2025 and 8.5% of net sales in the first three months of 2024. The year-over-year change in segment profit as a percent of sales and adjusted segment profit as a percent of sales was primarily due to supply chain transformation efficiencies and benefits from new innovation launches, which were partially offset by freight inflation, the initial impact from tariffs and investments in growth initiatives.

Engineered Fastening:

									Year-to-Date
(Millions of Dollars)															2025						2024
Net sales															$	463.7					$	584.9
Segment profit															$	39.0					$	65.2
% of Net sales															8.4		%				11.1		%

Engineered Fastening net sales decreased $121.2 million, or 21%, in the first three months of 2025 compared to the first three months of 2024, as a as a 1% increase in price was more than offset by a 2% decrease in volume, a 2% decrease from foreign currency, a 16% decrease from the Infrastructure divestiture, and a 2% decrease from a product line transfer to the Tools & Outdoor segment. Engineered Fastening organic revenues decreased 1%, as aerospace and general industrial growth was more than offset by automotive market softness.

Engineered Fastening segment profit for the first three months of 2025 totaled $39.0 million, or 8.4% of net sales, compared to $65.2 million, or 11.1% of net sales, in the corresponding 2024 period. Excluding Non-GAAP adjustments, which primarily related to costs associated with the supply chain transformation, of $7.7 million and $5.7 million for the three months ended March 29, 2025 and March 30, 2024, respectively, segment profit amounted to 10.1% of net sales in the first three months of 2025 compared to 12.1% of net sales in the first three months of 2024. The year-over-year change in segment profit as a percent of sales and adjusted segment profit as a percent of sales was primarily due to lower volume in higher margin automotive.

Corporate overhead:

The corporate overhead element of SG&A, which is not allocated to the business segments for purposes of determining segment profit, consists of the costs associated with the executive management team and expenses related to centralized functions that benefit the entire Company but are not directly attributable to the business segments, such as legal and corporate finance functions, as well as expenses for the world headquarters facility. Corporate overhead amounted to $74.4 million and $64.2 million in the first quarter of 2025 and 2024, respectively. Excluding Non-GAAP adjustments, which primarily consisted of transition services costs related to previously divested businesses, of $6.0 million for the three months ended March 29, 2025 and $5.9 million for the three months ended March 30, 2024, the corporate overhead element of SG&A was $68.4 million and $58.3 million for the three months ended March 29, 2025 and March 30, 2024, respectively.

RESTRUCTURING ACTIVITIES

A summary of the restructuring reserve activity from December 28, 2024 to March 29, 2025 is as follows:

(Millions of Dollars)			December 28, 2024						Net Additions						Usage						Currency						March 29, 2025
Severance and related costs			$	25.3					$	6.7					$	(6.2)					$	(0.4)					$	25.4
Facility closures and other			20.1						(5.5)						(5.1)						—						9.5
Total			$	45.4					$	1.2					$	(11.3)					$	(0.4)					$	34.9

For the three months ended March 29, 2025, the Company recognized net restructuring charges of $1.2 million, primarily related to severance costs partially offset by adjustments to facility exit costs related to site closures as part of the supply chain transformation. The Company expects to achieve annual net cost savings of approximately $15 million by the end of 2025 related to the restructuring costs incurred during the three months ended March 29, 2025. The majority of the $34.9 million of reserves remaining as of March 29, 2025 is expected to be utilized within the next 12 months.

Segments:

The $1.2 million of net restructuring charges for the three months ended March 29, 2025 includes: $1.6 million of net reversals in the Tools & Outdoor segment; $0.3 million of charges in the Engineered Fastening segment; and $2.5 million of charges in Corporate.

The anticipated annual net cost savings of approximately $15 million related to the first quarter 2025 restructuring actions include: $11 million in the Tools & Outdoor segment; $2 million in the Engineered Fastening segment; and $2 million in Corporate.

TARIFF POLICY IMPLICATIONS

In response to the United States’ recent policy actions and to safeguard gross margins, the Company has implemented a high-single digit U.S. Tools & Outdoor price increase in April, with plans to introduce a second price increase effective the beginning of the third quarter. The Company is also accelerating strategic adjustments to its supply chain with the objective of leveraging Mexico and reducing China tariff costs over the next 12-24 months. The Company expects to leverage its industry leading North American footprint as a competitive advantage (approximately 60% of cost of sales in the United States). Management also intends to continue proactively engaging with the U.S. administration. The 2025 earnings per share impact from tariffs net of price and supply chain adjustments is currently estimated to be roughly negative $0.75 reflecting the timing required to implement mitigation countermeasures. Refer to "2025 Planning Assumptions" below.

2025 PLANNING ASSUMPTIONS

This discussion of certain planning assumptions is intended to provide broad insight into the Company's near-term earnings and cash flow generation prospects. The Company's planning assumptions for 2025 are for diluted earnings per share on a GAAP basis to be $3.30 (+/- $0.15) and diluted earnings per share excluding Non-GAAP adjustments to be approximately $4.50. The Company is targeting free cash flow to meet or exceed $500 million.

The difference between the planning assumptions for 2025 diluted earnings per share on a GAAP basis and diluted earnings per share excluding Non-GAAP adjustments is approximately $1.05 to $1.35, consisting primarily of charges related to the supply chain transformation under the Global Cost Reduction Program.

FINANCIAL CONDITION

Liquidity, Sources and Uses of Capital: The Company’s primary sources of liquidity are cash flows generated from operations and available lines of credit under various credit facilities.

Operating Activities: Cash flows used by operations were $420.0 million in the first quarter of 2025 compared to $431.0 million in the corresponding period 2024, relatively in-line with prior year as higher earnings were partially offset by changes in working capital.

Free Cash Flow: Free cash flow, as defined in the table below, was an outflow of $485.0 million in the first quarter of 2025 compared to an outflow of $496.7 million in the corresponding period 2024. The year-over-year change in free cash flow was due to the same factors discussed above in operating activities. Management considers free cash flow an important indicator of its liquidity and capital efficiency, as well as its ability to fund future growth and provide dividends to shareowners, and is useful information for investors. Free cash flow does not include deductions for mandatory debt service, other borrowing activity, discretionary dividends on the Company’s common stock and business acquisitions, among other items.

									Year-to-Date
(Millions of Dollars)															2025						2024
Net cash used in operating activities															$	(420.0)					$	(431.0)
Less: capital and software expenditures															(65.0)						(65.7)
Free cash flow															$	(485.0)					$	(496.7)

Investing Activities: Cash flows used in investing activities totaled $57.7 million and $63.2 million in the first quarter of 2025 and 2024, respectively, primarily due to capital and software expenditures of $65.0 million and $65.7 million, respectively.

Financing Activities: Cash flows provided by financing activities totaled $502.0 million in the first quarter of 2025, primarily driven by net short-term commercial paper borrowings of $1.136 billion, partially offset by payments on long-term debt of $500.0 million and cash dividend payments on common stock of $124.5 million. Cash flows provided by financing activities totaled $548.6 million in the first quarter of 2024, primarily driven by net short-term commercial paper borrowings of $674.9 million, partially offset by cash dividend payments on common stock of $121.8 million.

Credit Ratings & Liquidity:

The Company maintains investment grade credit ratings from the major U.S. rating agencies on its senior unsecured debt (S&P A-, Fitch BBB+, Moody's Baa3), as well as its commercial paper program (S&P A-2, Fitch F2, Moody's P-3). There were no changes to any of the Company's credit ratings during the first quarter of 2025. Failure to maintain investment grade rating levels could adversely affect the Company’s cost of funds, liquidity and access to capital markets, but would not have an adverse effect on the Company’s ability to access its existing committed credit facilities.

Cash and cash equivalents totaled $345 million and $291 million as of March 29, 2025 and December 28, 2024, respectively, which was primarily held in foreign jurisdictions.

As a result of the Tax Cuts and Jobs Act (the "Act"), the Company's tax liability related to the one-time transition tax associated with unremitted foreign earnings and profits totaled $110 million at March 29, 2025. The Act permits a U.S. company to elect to pay the net tax liability interest-free over a period of up to eight years. The Company has considered the implications of paying the required one-time transition tax and believes it will not have a material impact on its liquidity.

The Company has a $3.5 billion commercial paper program which includes Euro denominated borrowings in addition to U.S. Dollars. As of March 29, 2025, the Company had commercial paper borrowings outstanding of $1.1 billion, of which $215.7 million in Euro denominated commercial paper was designated as a net investment hedge. As of December 28, 2024, the Company had no commercial paper borrowings outstanding. Refer to Note H, Financial Instruments, for further discussion.

In June 2024, the Company amended and restated its existing five-year $2.5 billion committed credit facility with the concurrent execution of a new five year $2.25 billion committed credit facility (the “5-Year Credit Agreement”). Borrowings under the 5-Year Credit Agreement may be made in U.S. Dollars, Euros or Pounds Sterling. A sub-limit of an amount equal to the Euro equivalent of $800.0 million is designated for swing line advances. Borrowings bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and specific terms of the 5-Year Credit Agreement. The Company must repay all advances under the 5-Year Credit Agreement by the earlier of June 28, 2029 or upon termination. The 5-Year Credit Agreement is designated to be a liquidity back-stop for the Company's $3.5 billion U.S. Dollar and Euro commercial paper program. As of March 29, 2025 and December 28, 2024, the Company had not drawn on its five-year committed credit facility.

In June 2024, the Company terminated its 364-Day $1.5 billion committed credit facility ("the 2023 Syndicated 364-Day Credit Agreement") dated September 2023. There were no outstanding borrowings under the 2023 Syndicated 364-Day Credit Agreement upon termination. Contemporaneously, the Company entered into a new $1.25 billion syndicated 364-Day Credit Agreement (the "2024 Syndicated 364-Day Credit Agreement") which is a revolving credit loan. The borrowings under the 2024 Syndicated 364-Day Credit Agreement may be made in U.S. Dollars or Euros and bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and pursuant to the terms of the 2024 Syndicated 364-Day Credit Agreement. The Company must repay all advances under the 2024 Syndicated 364-Day Credit Agreement by the earlier of June 27, 2025 or upon termination. The Company may, however, convert all advances outstanding upon termination into a term loan that shall be repaid in full no later than the first anniversary of the termination date provided that the Company, among other things, pays a fee to the administrative agent for the account of each lender. The 2024 Syndicated 364-Day Credit Agreement serves as part of the liquidity back-stop for the Company’s $3.5 billion U.S. Dollar and Euro commercial paper program. As of March 29, 2025 and December 28, 2024, the Company had not drawn on its 2024 Syndicated 364-Day Credit Agreement.

The 5-Year Credit Agreement and the 2024 Syndicated 364-Day Credit Agreement, as described above, contain customary affirmative and negative covenants, including but not limited to, maintenance of an interest coverage ratio. The interest coverage ratio tested for covenant compliance compares adjusted Earnings Before Interest, Taxes, Depreciation and Amortization to adjusted net Interest Expense ("Adjusted EBITDA"/"Adjusted Net Interest Expense"). The Company must maintain, for each period of four consecutive fiscal quarters of the Company, an interest coverage ratio of not less than 3.50 to 1.00, provided that the Company is only required to maintain an interest coverage ratio of not less than (i) 1.50 to 1.00 for any four fiscal quarter period ending on or before the end of the Company’s second fiscal quarter of 2024, and (ii) 2.50 to 1.00 for any four fiscal quarter period ending after the Company’s second fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025. For purposes of calculating the Company’s compliance with the interest coverage ratio, as defined in each credit agreement, the Company is permitted to increase EBITDA to allow for additional adjustment addbacks incurred prior to the end of the Company’s second fiscal quarter of 2025, provided that (A) the sum of the applicable adjustment addbacks incurred through and including the Company’s second fiscal quarter of 2024 may not exceed $500 million in the aggregate, and (B) the sum of the applicable adjustment addbacks incurred from the Company’s third fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025 may not exceed $250 million in the aggregate; provided, further, that the sum of the applicable adjustment addbacks for any four consecutive fiscal quarter period may not exceed $500 million in the aggregate.

In March 2015, the Company entered into a forward share purchase contract with a financial institution counterparty for 3,645,510 shares of common stock. The contract obligates the Company to pay $350 million, plus an additional amount related to the forward component of the contract. In June 2024, the Company amended the forward share purchase contract and updated the final settlement date to June 2026, or earlier at the Company's option.

Refer to Note G, Long-Term Debt and Financing Arrangements, for further discussion of the Company's financing arrangements.

OTHER MATTERS

There have been no changes in the Company’s critical accounting estimates during the first quarter of 2025. Refer to the “Other Matters” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024 for a discussion of the Company’s critical accounting estimates.