Stanley Black & Decker, Inc 10-Q for FY2025 Q1
Stanley Black & Decker, Inc. (SWK)
10-Q
2025-04-30
For: 2025-03-29
View Original
Added on
April 06, 2026
About this 10-Q
Stanley Black & Decker, Inc filed this 10-Q on April 30, 2025, covering the quarter ended March 29, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 29, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.74B
- down 3.2% from $3.87B a year earlier
- Net income
- $90.4M
- up 363.6% from net income of $19.5M a year earlier
- Diluted EPS
- $0.60
- up 361.5% from $0.13 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended March 29, 2025
OR
For the transition period from [ ] to [ ]
Commission File Number 001-05224
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) | (I.R.S. EMPLOYER IDENTIFICATION NUMBER) | |||||||
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE 860 225-5111
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol | Name Of Each Exchange On Which Registered | |||||||||
| $2.50 Par Value per Share | |||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| þ | Accelerated Filer | ¨ | ||||||||||||||||||
| Non-Accelerated Filer | ¨ | Smaller Reporting Company | ||||||||||||||||||
| Emerging Growth Company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ¨ | ||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED MARCH 29, 2025 AND MARCH 30, 2024
(Unaudited, Millions of Dollars, Except Per Share Amounts)
| Year-to-Date | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net Sales | $ | $ | |||||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Cost of sales | $ | $ | |||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Provision for credit losses | ( | ||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Loss on sale of business | |||||||||||||||||||||||
| Asset impairment charge | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Interest income | ( | ( | |||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
| Earnings before income taxes | |||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Net Earnings | $ | $ | |||||||||||||||||||||
| Total Comprehensive Income (Loss) | $ | $ | ( | ||||||||||||||||||||
| Earnings per share of common stock: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements.
3
STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 29, 2025 AND DECEMBER 28, 2024
(Unaudited, Millions of Dollars, Except Share and Per Share Amounts)
| March 29, 2025 | December 28, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts and notes receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangibles, net | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND SHAREOWNERS' EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Short-term borrowings | $ | $ | |||||||||
| Current maturities of long-term debt | |||||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred taxes | |||||||||||
| Post-retirement benefits | |||||||||||
| Other liabilities | |||||||||||
Commitments and Contingencies (Notes P and O) | |||||||||||
| Shareowners’ Equity | |||||||||||
Common stock, par value $ Authorized Issued | |||||||||||
| Retained earnings | |||||||||||
| Additional paid in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Less: cost of common stock in treasury ( | ( | ( | |||||||||
| Total Shareowners’ Equity | |||||||||||
| Total Liabilities and Shareowners’ Equity | $ | $ | |||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements.
4
STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 29, 2025 AND MARCH 30, 2024
(Unaudited, Millions of Dollars)
| Year-to-Date | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| OPERATING ACTIVITIES | |||||||||||||||||||||||
| Net earnings | $ | $ | |||||||||||||||||||||
| Adjustments to reconcile net earnings to cash used in operating activities: | |||||||||||||||||||||||
| Depreciation and amortization of property, plant and equipment | |||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||
| Loss on sale of business | |||||||||||||||||||||||
| Asset impairment charge | |||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Changes in working capital | ( | ( | |||||||||||||||||||||
| Changes in other assets and liabilities | ( | ( | |||||||||||||||||||||
| Cash used in operating activities | ( | ( | |||||||||||||||||||||
| INVESTING ACTIVITIES | |||||||||||||||||||||||
| Capital and software expenditures | ( | ( | |||||||||||||||||||||
| Proceeds from sale of business, net of cash sold | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Cash used in investing activities | ( | ( | |||||||||||||||||||||
| FINANCING ACTIVITIES | |||||||||||||||||||||||
| Payment on long-term debt | ( | ||||||||||||||||||||||
| Net short-term commercial paper borrowings | |||||||||||||||||||||||
| Proceeds from issuances of common stock | |||||||||||||||||||||||
| Purchases of common stock for treasury | ( | ( | |||||||||||||||||||||
| Cash dividends on common stock | ( | ( | |||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| Cash provided by financing activities | |||||||||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||||||||||||||
| Change in cash, cash equivalents and restricted cash | |||||||||||||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||||||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $ | $ | |||||||||||||||||||||
The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances as of March 29, 2025 and December 28, 2024:
| March 29, 2025 | December 28, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included in Other current assets | |||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | |||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements.
5
STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS' EQUITY
THREE MONTHS ENDED MARCH 29, 2025 AND MARCH 30, 2024
(Unaudited, Millions of Dollars, Except Share and Per Share Amounts)
| Common Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Shareowners’ Equity | ||||||||||||||||||||||||||||||||||||
| Balance December 28, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Cash dividends declared — $ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Issuance of common stock ( | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
Repurchase of common stock ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Stock-based compensation related | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance March 29, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Shareowners’ Equity | ||||||||||||||||||||||||||||||||||||
| Balance December 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
Cash dividends declared — $ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Issuance of common stock ( | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
Repurchase of common stock ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Stock-based compensation related | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance March 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements.
6
STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 29, 2025
A. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
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.
On April 1, 2024, the Company completed the sale of its Infrastructure business. This divestiture did not qualify for discontinued operations and therefore, its results were included in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss) through the date of sale. The sale of the Infrastructure business is part of the Company's strategic commitment to simplify and streamline its portfolio to focus on the core Tools & Outdoor and Engineered Fastening businesses. Refer to Note Q, Divestitures, for further discussion of this transaction.
B. NEW ACCOUNTING STANDARDS
RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED — In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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) before income tax expense (benefit), and income tax expense (benefit). The ASU is effective for fiscal years beginning after December 15, 2024. The standard can be applied prospectively or retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
7
C. EARNINGS PER SHARE
The following table reconciles net earnings and the weighted-average shares outstanding used to calculate basic and diluted earnings per share of common stock for the three months ended March 29, 2025 and March 30, 2024:
| Year-to-Date | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Numerator (in millions): | |||||||||||||||||||||||
| Net Earnings | $ | $ | |||||||||||||||||||||
| Denominator (in thousands): | |||||||||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Dilutive effect of stock contracts and awards | |||||||||||||||||||||||
| Diluted weighted-average shares outstanding | |||||||||||||||||||||||
| Earnings per share of common stock: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
The following weighted-average stock options were not included in the computation of weighted-average diluted shares outstanding because the effect would be anti-dilutive (in thousands):
| Year-to-Date | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Number of stock options | |||||||||||||||||||||||
D. ACCOUNTS AND NOTES RECEIVABLE, NET
| (Millions of Dollars) | March 29, 2025 | December 28, 2024 | |||||||||
| Trade accounts receivable | $ | $ | |||||||||
| Notes receivable | |||||||||||
| Other accounts receivable | |||||||||||
| Accounts and notes receivable | $ | $ | |||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Accounts and notes receivable, net | $ | $ | |||||||||
Trade receivables are dispersed among a large number of retailers, distributors and industrial accounts in many countries. Adequate reserves have been established to cover anticipated credit losses.
8
The changes in the allowance for credit losses for the three months ended March 29, 2025 and March 30, 2024 are as follows:
(a) Amounts represent charge-offs less recoveries, the impacts of foreign currency translation, divestitures and net transfers to/from other accounts.
| Year-to-Date | |||||||||||||||||||||||
| (Millions of Dollars) | 2025 | 2024 | |||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
| Charged to costs and expenses | ( | ||||||||||||||||||||||
| Other, including recoveries and deductions (a) | ( | ( | |||||||||||||||||||||
| Balance end of period | $ | $ | |||||||||||||||||||||
The Company's payment terms are generally consistent with the industries in which their businesses operate and typically range from 30-90 days globally. The Company does not adjust the promised amount of consideration for the effects of a significant financing component when the period between transfer of the product and receipt of payment is less than one year. Any significant financing components for contracts greater than one year are included in revenue over time.
The Company has an accounts receivable sale program. According to the terms, the Company sells certain of its trade accounts receivables at fair value to a wholly owned, consolidated, bankruptcy-remote special purpose subsidiary (“BRS"). The BRS, in turn, can sell such receivables to a third-party financial institution (“Purchaser”) for cash. The Purchaser’s maximum cash investment in the receivables at any time is $110.0 million. The purpose of the program is to provide liquidity to the Company. These transfers qualify as sales under Accounting Standards Codification ("ASC") 860, Transfers and Servicing, and receivables are derecognized from the Company’s consolidated balance sheet when the BRS sells those receivables to the Purchaser. The Company has no retained interests in the transferred receivables, other than collection and administrative responsibilities. At March 29, 2025, the Company did not record a servicing asset or liability related to its retained responsibility based on its assessment of the servicing fee, market values for similar transactions and its cost of servicing the receivables sold.
At March 29, 2025 and December 28, 2024, net receivables of $60.9 million and $95.1 million, respectively, were derecognized. Proceeds from transfers of receivables to the Purchaser totaled $50.0 million and $59.6 million for the three months ended March 29, 2025 and March 30, 2024, respectively, and payments to the Purchaser totaled $84.2 million and $105.2 million, respectively. The program resulted in a pre-tax loss of $0.8 million and $1.2 million for the three months ended March 29, 2025, and March 30, 2024, respectively. All cash flows under the program are reported as a component of changes in working capital within operating activities in the Condensed Consolidated Statements of Cash Flows since all the cash from the Purchaser is received upon the initial sale of the receivable.
E. INVENTORIES, NET
| (Millions of Dollars) | March 29, 2025 | December 28, 2024 | |||||||||
| Finished products | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials | |||||||||||
| Total | $ | $ | |||||||||
9
F. GOODWILL
Changes in the carrying amount of goodwill by segment are as follows:
| (Millions of Dollars) | Tools & Outdoor | Engineered Fastening | Total | ||||||||||||||
| Balance December 28, 2024 | $ | $ | $ | ||||||||||||||
| Foreign currency translation & other | |||||||||||||||||
| Balance March 29, 2025 | $ | $ | $ | ||||||||||||||
G. LONG-TERM DEBT AND FINANCING ARRANGEMENTS
| March 29, 2025 | December 28, 2024 | ||||||||||||||||
| (Millions of Dollars) | Interest Rate | Notional Value | Carrying Value1 | Carrying Value | |||||||||||||
| Notes payable due 2025 | $ | $ | $ | ||||||||||||||
| Notes payable due 2026 | |||||||||||||||||
| Notes payable due 2026 | |||||||||||||||||
| Notes payable due 2026 | |||||||||||||||||
| Notes payable due 2026 | |||||||||||||||||
| Notes payable due 2028 | |||||||||||||||||
| Notes payable due 2028 | |||||||||||||||||
| Notes payable due 2028 | |||||||||||||||||
| Notes payable due 2028 | |||||||||||||||||
| Notes payable due 2030 | |||||||||||||||||
| Notes payable due 2032 | |||||||||||||||||
| Notes payable due 2040 | |||||||||||||||||
| Notes payable due 2048 | |||||||||||||||||
| Notes payable due 2050 | |||||||||||||||||
Notes payable due 2060 (junior subordinated)2 | |||||||||||||||||
| Other, payable in varying amounts 2025 through 2026 | |||||||||||||||||
| Total Long-term debt, including current maturities | $ | $ | $ | ||||||||||||||
| Less: Current maturities of long-term debt | ( | ( | |||||||||||||||
| Long-term debt | $ | $ | |||||||||||||||
1Carrying values are net of unamortized discounts of $(4.7 ) million, deferred issuance costs of $(31.0 ) million, unamortized terminated swaps of $(19.2 ) million, and purchase accounting fair value adjustments of $6.9 million. Unamortized gain/(loss) associated with interest rate swaps are more fully discussed in Note H, Financial Instruments.
2In accordance with the terms of Note payable due 2060, the interest rate was reset as of March 2025, to 6.71 %, from 4.00 % as of the year ended December 28, 2024.
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 no five-year
10
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 no 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.
H. FINANCIAL INSTRUMENTS
The Company is exposed to market risk from changes in foreign currency exchange rates, interest rates, stock prices and commodity prices. As part of the Company’s risk management program, a variety of financial instruments such as interest rate swaps, currency swaps, purchased currency options, foreign exchange contracts and commodity contracts may be used to mitigate interest rate exposure, foreign currency exposure and commodity price exposure.
If the Company elects to do so and if the instrument meets the criteria specified in ASC 815, Derivatives and Hedging, management designates its derivative instruments as cash flow hedges, fair value hedges or net investment hedges. Generally, commodity price exposures are not hedged with derivative financial instruments and instead are actively managed through customer pricing initiatives, procurement-driven cost reduction initiatives and other productivity improvement projects. Financial instruments are not utilized for speculative purposes.
A summary of the fair values of the Company’s derivatives recorded in the Condensed Consolidated Balance Sheets at March 29, 2025 and December 28, 2024 is as follows:
11
| (Millions of Dollars) | Balance Sheet Classification | March 29, 2025 | December 28, 2024 | Balance Sheet Classification | March 29, 2025 | December 28, 2024 | |||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Foreign Exchange Contracts Cash Flow | Other current assets | $ | $ | Accrued expenses | $ | $ | |||||||||||||||||||||||||||||
| LT other assets | LT other liabilities | ||||||||||||||||||||||||||||||||||
| Net Investment Hedge | Other current assets | Accrued expenses | |||||||||||||||||||||||||||||||||
| Non-derivative designated as hedging instrument: | |||||||||||||||||||||||||||||||||||
| Net Investment Hedge | $ | $ | Short-term borrowings | $ | $ | ||||||||||||||||||||||||||||||
| Total designated as hedging instruments | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Foreign Exchange Contracts | Other current assets | $ | $ | Accrued expenses | $ | $ | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
The counterparties to all of the above mentioned financial instruments are major international financial institutions. The Company is exposed to credit risk for net exchanges under these agreements, but not for the notional amounts. The credit risk is limited to the asset amounts noted above. The Company limits its exposure and concentration of risk by contracting with diverse financial institutions and does not anticipate non-performance by any of its counterparties. The Company considers non-performance risk of its counterparties at each reporting period and adjusts the carrying value of these assets accordingly. The risk of default is considered remote. As of March 29, 2025 and December 28, 2024, there were no assets that had been posted as collateral related to the above mentioned financial instruments.
During the three months ended March 29, 2025 and March 30, 2024, cash flows related to derivatives, including those that are separately discussed below, resulted in net cash received of $1.3 million and net cash paid of $15.4 million, respectively.
CASH FLOW HEDGES
There were after-tax mark-to-market losses of $25.7 million and $16.7 million as of March 29, 2025 and December 28, 2024, respectively, reported for cash flow hedge effectiveness in Accumulated other comprehensive loss. An after-tax gain of $3.2 million is expected to be reclassified to earnings as the hedged transactions occur or as amounts are amortized within the next twelve months. The ultimate amount recognized will vary based on fluctuations of the hedged currencies and interest rates through the maturity dates.
The tables below detail pre-tax amounts of derivatives designated as cash flow hedges in Accumulated other comprehensive loss during the periods in which the underlying hedged transactions affected earnings for the three months ended March 29, 2025 and March 30, 2024:
| Year-to-Date 2025 | ||||||||||||||||||||||||||
| (Millions of Dollars) | Gain (Loss) Recorded in OCI | Classification of Gain (Loss) Reclassified from OCI to Income | Gain (Loss) Reclassified from OCI to Income | Gain (Loss) Recognized in Income on Amounts Excluded from Effectiveness Testing | ||||||||||||||||||||||
| Interest Rate Contracts | $ | Interest expense | $ | ( | $ | |||||||||||||||||||||
| Foreign Exchange Contracts | $ | ( | Cost of sales | $ | $ | |||||||||||||||||||||
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| Year-to-Date 2024 | ||||||||||||||||||||||||||
| (Millions of Dollars) | Gain (Loss) Recorded in OCI | Classification of Gain (Loss) Reclassified from OCI to Income | Gain (Loss) Reclassified from OCI to Income | Gain (Loss) Recognized in Income on Amounts Excluded from Effectiveness Testing | ||||||||||||||||||||||
| Interest Rate Contracts | $ | Interest expense | $ | ( | $ | |||||||||||||||||||||
| Foreign Exchange Contracts | $ | Cost of sales | $ | $ | ||||||||||||||||||||||
A summary of the pre-tax effect of cash flow hedge accounting on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 29, 2025 and March 30, 2024 is as follows:
| Year-to-Date 2025 | ||||||||||||||||||||||||||
| (Millions of Dollars) | Cost of Sales | Interest Expense | ||||||||||||||||||||||||
| Total amount in the Consolidated Statements of Operations and Comprehensive Income (Loss) in which the effects of the cash flow hedges are recorded | $ | $ | ||||||||||||||||||||||||
| Gain (loss) on cash flow hedging relationships: | ||||||||||||||||||||||||||
| Foreign Exchange Contracts: | ||||||||||||||||||||||||||
| Hedged Items | $ | ( | $ | |||||||||||||||||||||||
| Gain (loss) reclassified from OCI into Income | $ | $ | ||||||||||||||||||||||||
| Interest Rate Swap Agreements: | ||||||||||||||||||||||||||
Gain (loss) reclassified from OCI into Income 1 | $ | $ | ( | |||||||||||||||||||||||
| Year-to-Date 2024 | ||||||||||||||||||||||||||
| (Millions of Dollars) | Cost of Sales | Interest Expense | ||||||||||||||||||||||||
| Total amount in the Consolidated Statements of Operations and Comprehensive Income (Loss) in which the effects of the cash flow hedges are recorded | $ | $ | ||||||||||||||||||||||||
| Gain (loss) on cash flow hedging relationships: | ||||||||||||||||||||||||||
| Foreign Exchange Contracts: | ||||||||||||||||||||||||||
| Hedged Items | $ | ( | $ | |||||||||||||||||||||||
| Gain (loss) reclassified from OCI into Income | $ | $ | ||||||||||||||||||||||||
| Interest Rate Swap Agreements: | ||||||||||||||||||||||||||
Gain (loss) reclassified from OCI into Income 1 | $ | $ | ( | |||||||||||||||||||||||
After-tax gains of $0.9 million and $0.1 million were reclassified from Accumulated other comprehensive loss into earnings (inclusive of the gain/loss amortization on terminated derivative instruments) during the periods in which the underlying hedged transactions affected earnings for the three months ended March 29, 2025 and March 30, 2024, respectively.
Interest Rate Contracts: In prior years, the Company entered into interest rate swap agreements in order to obtain the lowest cost source of funds within a targeted range of variable to fixed-debt proportions. These swap agreements, which were designated as cash flow hedges, subsequently matured or were terminated and the gain/loss was recorded in Accumulated other comprehensive loss and is being amortized to interest expense. The cash flows stemming from the maturity or termination of the swaps were previously presented within financing activities in the Condensed Consolidated Statements of Cash Flows.
As of March 29, 2025 and December 28, 2024, the Company did not have any outstanding forward starting swaps designated as cash flow hedges.
Forward Contracts: Through its global businesses, the Company enters into transactions and makes investments denominated in multiple currencies that give rise to foreign currency risk. The Company and its subsidiaries regularly purchase inventory from subsidiaries with functional currencies different than their own, which creates currency-related volatility in the Company’s results of operations. The Company utilizes forward contracts to hedge these forecasted purchases and sales of inventory. Gains and losses reclassified from Accumulated other comprehensive loss are recorded in Cost of sales as the hedged item affects earnings. There are no components excluded from the assessment of effectiveness for these contracts. At March 29, 2025 and
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December 28, 2024, the notional value of forward currency contracts outstanding is $654.9 million and $537.8 million, respectively, maturing on various dates through 2026 and 2025, respectively. In April 2025, the Company entered into forward contracts with notional values totaling $341.0 million, maturing in 2025 and 2026.
FAIR VALUE HEDGES
Interest Rate Risk: In an effort to optimize the mix of fixed versus floating rate debt in the Company’s capital structure, the Company enters into interest rate swaps. In prior years, the Company entered into interest rate swaps related to certain of its notes payable which were subsequently terminated. Amortization of the gain/loss on previously terminated swaps is reported in interest expense. Prior to termination, the changes in the fair value of the swaps and the offsetting changes in fair value related to the underlying notes were recognized in earnings. As of March 29, 2025 and December 28, 2024, the Company did not have any active fair value interest rate swaps.
A summary of the pre-tax effect of fair value hedge accounting on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 29, 2025 and March 30, 2024 is as follows:
| (Millions of Dollars) | Year-to-Date 2025 Interest Expense | |||||||||||||
| Total amount in the Consolidated Statements of Operations and Comprehensive Income (Loss) in which the effects of the fair value hedges are recorded | $ | |||||||||||||
| Amortization of gain on terminated swaps | $ | ( | ||||||||||||
| (Millions of Dollars) | Year-to-Date 2024 Interest Expense | ||||||||||
| Total amount in the Consolidated Statements of Operations and Comprehensive Income (Loss) in which the effects of the fair value hedges are recorded | $ | ||||||||||
| Amortization of gain on terminated swaps | $ | ( | |||||||||
A summary of the amounts recorded in the Condensed Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges as of March 29, 2025 and December 28, 2024 is as follows:
| March 29, 2025 | ||||||||||||||||||||
| (Millions of Dollars) | Carrying Amount of Hedged Liability (1) | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liability | ||||||||||||||||||
| Current Maturities of Long-Term Debt | $ | Terminated Swaps | $ | |||||||||||||||||
| Long-Term Debt | $ | Terminated Swaps | $ | ( | ||||||||||||||||
| December 28, 2024 | ||||||||||||||||||||
| (Millions of Dollars) | Carrying Amount of Hedged Liability (1) | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liability | ||||||||||||||||||
| Current Maturities of Long-Term Debt | $ | Terminated Swaps | $ | |||||||||||||||||
| Long-Term Debt | $ | Terminated Swaps | $ | ( | ||||||||||||||||
(1) Represents hedged items no longer designated in qualifying fair value hedging relationships.
NET INVESTMENT HEDGES
The Company utilizes net investment hedges to offset the translation adjustment arising from re-measurement of its investment in the assets and liabilities of its foreign subsidiaries. The total after-tax amounts in Accumulated other comprehensive loss were gains of $80.4 million and $78.4 million at March 29, 2025 and December 28, 2024, respectively.
As of March 29, 2025, the Company had cross currency swaps with notional values totaling $220.0 million maturing in 2026, hedging a portion of its Chinese Renminbi and Taiwan Dollar denominated investments. As of December 28, 2024, the Company did not have any net investment hedges with a notional value outstanding.
As of March 29, 2025, the Company had Euro denominated commercial paper with a value of $215.7 million, maturing in 2025, hedging a portion of the Company's Euro denominated net investments. As of December 28, 2024, the Company did not have any Euro denominated commercial paper.
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Maturing foreign exchange contracts resulted in no
Gains and losses on net investment hedges remain in Accumulated other comprehensive loss until disposal of the underlying assets. Gains and losses representing components excluded from the assessment of effectiveness are recognized in earnings in Other, net on a straight-line basis over the term of the hedge. Gains and losses after a hedge has been de-designated are recorded directly to the Consolidated Statements of Operations and Comprehensive Income (Loss) in Other, net.
The pre-tax gain or loss from fair value changes for the three months ended March 29, 2025 and March 30, 2024 is as follows:
| Year-to-Date 2025 | ||||||||||||||||||||||||||||||||
| (Millions of Dollars) | Total Gain (Loss) Recorded in OCI | Excluded Component Recorded in OCI | Income Statement Classification | Total Gain (Loss) Reclassified from OCI to Income | Excluded Component Amortized from OCI to Income | |||||||||||||||||||||||||||
| Forward Contracts | $ | $ | Other, net | $ | $ | |||||||||||||||||||||||||||
| Cross Currency Swap | $ | $ | Other, net | $ | $ | |||||||||||||||||||||||||||
| Non-derivative designated as Net Investment Hedge | $ | $ | Other, net | $ | $ | |||||||||||||||||||||||||||
| Year-to-Date 2024 | ||||||||||||||||||||||||||||||||
| (Millions of Dollars) | Total Gain (Loss) Recorded in OCI | Excluded Component Recorded in OCI | Income Statement Classification | Total Gain (Loss) Reclassified from OCI to Income | Excluded Component Amortized from OCI to Income | |||||||||||||||||||||||||||
| Forward Contracts | $ | ( | $ | Other, net | $ | $ | ||||||||||||||||||||||||||
| Non-derivative designated as Net Investment Hedge | $ | $ | Other, net | $ | $ | |||||||||||||||||||||||||||
UNDESIGNATED HEDGES
Foreign Exchange Contracts: Foreign exchange forward contracts are used to reduce risks arising from the change in fair value of certain foreign currency denominated assets and liabilities (such as affiliate loans, payables and receivables). The objective is to minimize the impact of foreign currency fluctuations on operating results. The total notional amount of the forward contracts outstanding is $1.3 The loss recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) from changes in the fair value related to derivatives not designated as hedging instruments under ASC 815 for the three months ended March 29, 2025 and March 30, 2024 is as follows:
| (Millions of Dollars) | Income Statement Classification | Year-to-Date 2025 | Year-to-Date 2024 | ||||||||||||||||||||||||||
| Foreign Exchange Contracts | Other, net | $ | ( | $ | ( | ||||||||||||||||||||||||
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I. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables summarize the changes in the balances for each component of Accumulated other comprehensive loss:
| (Millions of Dollars) | Currency translation adjustment and other | Losses on cash flow hedges, net of tax | Gains on net investment hedges, net of tax | Pension (losses) gains, net of tax | Total | |||||||||||||||||||||||||||
| Balance - December 28, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||||||||||||||
| Reclassification adjustments to earnings | ( | |||||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||||||||
| Balance - March 29, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||
| (Millions of Dollars) | Currency translation adjustment and other | (Losses) gains on cash flow hedges, net of tax | Gains on net investment hedges, net of tax | Pension (losses) gains, net of tax | Total | |||||||||||||||||||||||||||
| Balance - December 30, 2023 | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | ||||||||||||||||||||||||||||||
| Reclassification adjustments to earnings | ( | |||||||||||||||||||||||||||||||
| Net other comprehensive (loss) income | ( | ( | ||||||||||||||||||||||||||||||
| Balance - March 30, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||
The Company uses the portfolio method for releasing the stranded tax effects from Accumulated other comprehensive loss. The reclassifications out of Accumulated other comprehensive loss for the three months ended March 29, 2025 and March 30, 2024 were as follows:
| (Millions of Dollars) | 2025 | 2024 | Affected line item in Consolidated Statements of Operations And Comprehensive Income (Loss) | |||||||||||||||||
| Realized gains on cash flow hedges | $ | $ | Cost of sales | |||||||||||||||||
| Realized losses on cash flow hedges | ( | ( | Interest expense | |||||||||||||||||
| Total before taxes | $ | $ | ||||||||||||||||||
| Tax effect | ( | ( | Income taxes | |||||||||||||||||
| Realized gains on cash flow hedges, net of tax | $ | $ | ||||||||||||||||||
| Amortization of defined benefit pension items: | ||||||||||||||||||||
| Actuarial losses and prior service costs / credits | $ | ( | $ | ( | Other, net | |||||||||||||||
| Tax effect | Income taxes | |||||||||||||||||||
| Amortization of defined benefit pension items, net of tax | $ | ( | $ | ( | ||||||||||||||||
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J. NET PERIODIC BENEFIT COST — DEFINED BENEFIT PLANS
Following are the components of net periodic pension expense for the three months ended March 29, 2025 and March 30, 2024:
| Year-to-Date | |||||||||||||||||||||||||||||||||||
| Pension Benefits | Other Benefits | ||||||||||||||||||||||||||||||||||
| U.S. Plans | Non-U.S. Plans | All Plans | |||||||||||||||||||||||||||||||||
| (Millions of Dollars) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Amortization of prior service cost (credit) | ( | ( | |||||||||||||||||||||||||||||||||
| Amortization of net loss (gain) | ( | ( | |||||||||||||||||||||||||||||||||
| Net periodic pension expense | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
K. FAIR VALUE MEASUREMENTS
ASC 820, Fair Value Measurement, defines, establishes a consistent framework for measuring, and expands disclosure requirements about fair value. ASC 820 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:
Level 1 — Quoted prices for identical instruments in active markets.
Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs and significant value drivers are observable.
Level 3 — Instruments that are valued using unobservable inputs.
The Company is exposed to market risk from changes in foreign currency exchange rates, interest rates, stock prices and commodity prices. The Company holds various financial instruments to manage these risks. These financial instruments are carried at fair value and are included within the scope of ASC 820. The Company determines the fair value of these financial instruments through the use of matrix or model pricing, which utilizes observable inputs such as market interest and currency rates. When determining fair value for which Level 1 evidence does not exist, the Company considers various factors including the following: exchange or market price quotations of similar instruments, time value and volatility factors, the Company’s own credit rating and the credit rating of the counterparty.
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Recurring Fair Value Measurements
The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis for each of the hierarchy levels:
| (Millions of Dollars) | Total Carrying Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| March 29, 2025 | |||||||||||||||||||||||
| Money market fund | $ | $ | $ | $ | |||||||||||||||||||
| Deferred compensation plan investments | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | $ | $ | $ | $ | |||||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Non-derivative hedging instrument | $ | $ | $ | $ | |||||||||||||||||||
| Contingent consideration liability | $ | $ | $ | $ | |||||||||||||||||||
| December 28, 2024 | |||||||||||||||||||||||
| Money market fund | $ | $ | $ | $ | |||||||||||||||||||
| Deferred compensation plan investments | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | $ | $ | $ | $ | |||||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Contingent consideration liability | $ | $ | $ | $ | |||||||||||||||||||
The following table provides information about the Company's financial assets and liabilities not carried at fair value:
| March 29, 2025 | December 28, 2024 | ||||||||||||||||||||||
| (Millions of Dollars) | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||
| Other investments | $ | $ | $ | $ | |||||||||||||||||||
| Long-term debt, including current portion | $ | $ | $ | $ | |||||||||||||||||||
The money market fund and other investments related to the West Coast Loading Corporation ("WCLC") trust are considered Level 1 instruments within the fair value hierarchy. The deferred compensation plan investments are considered Level 1 instruments and are recorded at their quoted market price. The fair values of the derivative financial instruments in the table above are based on current settlement values.
The long-term debt instruments are considered Level 2 instruments and are measured using a discounted cash flow analysis based on the Company’s marginal borrowing rates. The differences between the carrying values and fair values of long-term debt are attributable to the stated interest rates differing from the Company's marginal borrowing rates. The fair values of the Company's variable rate short-term borrowings approximate their carrying values at March 29, 2025 and December 28, 2024.
As part of the Craftsman® brand acquisition in March 2017, the Company recorded a contingent consideration liability representing the Company's obligation to make future payments to Transform Holdco, LLC, which operates Sears and Kmart retail locations, of between 2.5 % and 3.5 % on sales of Craftsman products in new Stanley Black & Decker channels through March 2032. During the three months ended March 29, 2025, the Company paid $7.8 million for royalties owed. The Company will continue making future payments quarterly through the second quarter of 2032. The estimated fair value of the contingent consideration liability is determined using a discounted cash flow analysis taking into consideration future sales projections, forecasted payments to Transform Holdco, LLC, based on contractual royalty rates, and the related tax impacts. The estimated fair value of the contingent consideration liability was $161.5 million and $167.4 million as of March 29, 2025 and December 28, 2024, respectively. Adjustments to the contingent consideration liability, with the exception of cash payments, are recorded in SG&A in the Consolidated Statements of Operations and Comprehensive Income (Loss). A 100 basis point reduction in the discount rate would result in an increase to the liability of approximately $4.2 million as of March 29, 2025.
A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company's judgments used to determine the estimated contingent consideration liability discussed above, including estimated future sales projections, can materially impact the Company’s results of operations.
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Refer to Note H, Financial Instruments, for more details regarding derivative financial instruments, Note O, Contingencies, for more details regarding the other investments related to the WCLC trust, and Note G, Long-Term Debt and Financing Arrangements, for more information regarding the carrying values of the long-term debt.
Non-Recurring Fair Value Measurements
The Company recorded impairment charges in the first quarter of 2024 and the fourth quarter of 2023 to adjust the carrying amount of the long-lived assets of its Infrastructure business sold on April 1, 2024, which were considered Level 3 fair value measurements. Refer to Note Q, Divestitures, for further discussion. The Company had no other significant non-recurring fair value measurements, nor any other financial assets or liabilities measured using Level 3 inputs, during the first three months of 2025 or 2024.
L. RESTRUCTURING CHARGES AND OTHER, NET
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 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Facility closures and other | ( | ( | |||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
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 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.
Other, net amounted to $47.5 million and $80.0 million for the three months ended March 29, 2025 and March 30, 2024, respectively, which included intangible asset amortization expense of $37.3 million and $41.1 million, respectively. Other, net is also comprised of several other items, none of which were individually significant during the three months ended March 29, 2025 and March 30, 2024, primarily related to currency-related gains or losses, environmental remediation expense, deal costs and related consulting costs, certain pension gains or losses, and income related to providing transition services to previously divested businesses.
M. INCOME TAXES
In accordance with ASC 740, Income Taxes, the Company estimates its annual effective tax rate each quarterly reporting period. Tax expense or benefit in interim periods is computed by applying the estimated annual effective tax rate to income or loss, and is adjusted for the tax effect of items of income and expense discretely reported in the period. The estimated annual effective tax rate used in determining income taxes on a year-to-date basis may change in subsequent interim periods. When changes to the estimated annual effective tax rate occur, the prior interim year-to-date tax expense or tax benefit is revised to reflect the revised estimated annual effective tax rate. Any adjustment is recorded in the period in which the change occurs.
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 %. The effective tax rate for the three months ended March 29, 2025 differs 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 %. The effective tax rate for the three months ended March 30, 2024 differs 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 tax credits and state income taxes.
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The Company considers many factors when evaluating and estimating its tax positions and the impact on income tax expense, which may require periodic adjustments, and which may not accurately anticipate actual outcomes. It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company's unrecognized tax positions will significantly increase or decrease within the next twelve months. However, based on the uncertainties associated with finalizing audits with the relevant tax authorities including formal legal proceedings, it is not possible to reasonably estimate the impact of any such change.
N. BUSINESS SEGMENTS AND GEOGRAPHIC AREAS
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.
The Tools & Outdoor segment is comprised of the Power Tools Group ("PTG"), Hand Tools, Accessories & Storage ("HTAS") and Outdoor Power Equipment ("Outdoor") product lines. 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, 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 Engineered Fastening segment is comprised of the Engineered Fastening business and included the Infrastructure business prior to its sale in April 2024. The Engineered Fastening business primarily sells highly engineered components such as fasteners, fittings and various engineered products, which are designed for specific application across multiple verticals. The product lines include externally threaded fasteners, blind rivets and tools, blind inserts and tools, drawn arc weld studs and systems, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, high-strength structural fasteners, axel swage, latches, heat shields, pins, and couplings.
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. Transactions between segments are not material. Segment assets primarily include cash, accounts receivable, inventory, other current assets, property, plant and equipment, right-of-use lease assets and intangible assets. Net sales and long-lived assets are attributed to the geographic regions based on the geographic locations of the end customer and the Company subsidiary, respectively.
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.
The Company’s chief operating decision maker ("CODM") is the President and Chief Executive Officer. The CODM uses segment profit for each segment as part of the Company's annual operating plan and forecasting process. The CODM monitors actual segment profit results relative to operating plan and forecast to assess the performance of the business and allocate resources.
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| (Millions of Dollars) | Year-to-Date 2025 | ||||||||||||||||
| Tools & Outdoor | Engineered Fastening | Total | |||||||||||||||
| Net Sales | $ | $ | $ | ||||||||||||||
| Cost of sales | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Segment Profit | $ | $ | $ | ||||||||||||||
| Corporate overhead | ( | ||||||||||||||||
| Other, net | ( | ||||||||||||||||
| Loss on sale of business | ( | ||||||||||||||||
| Restructuring charges | ( | ||||||||||||||||
| Interest income | |||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Earnings before income taxes | $ | ||||||||||||||||
| (Millions of Dollars) | Year-to-Date 2024 | ||||||||||||||||
| Tools & Outdoor | Engineered Fastening | Total | |||||||||||||||
| Net Sales | $ | $ | $ | ||||||||||||||
| Cost of sales | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Segment Profit | $ | $ | $ | ||||||||||||||
| Corporate overhead | ( | ||||||||||||||||
| Other, net | ( | ||||||||||||||||
| Asset impairment charge | ( | ||||||||||||||||
| Restructuring charges | ( | ||||||||||||||||
| Interest income | |||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Earnings before income taxes | $ | ||||||||||||||||
The Company recognizes revenue at a point in time from the sale of tangible products or over time depending on when the performance obligation is satisfied. For the three months ended March 29, 2025 and March 30, 2024, the majority of the Company’s revenue was recognized at the time of sale. The percent of total segment revenue recognized over time for the Engineered Fastening segment for the three months ended March 29, 2025 and March 30, 2024 was 2.4 % and 2.9 %, respectively.
The Engineered Fastening segment included the Infrastructure business prior to its sale in April 2024. The Infrastructure business had $92.6 million of sales for the three months ended March 30, 2024.
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| (Millions of Dollars) | Year-to-Date | ||||||||||
| 2025 | 2024 | ||||||||||
| Capital and Software Expenditures | |||||||||||
| Tools & Outdoor | $ | $ | |||||||||
| Engineered Fastening | |||||||||||
| Consolidated | $ | $ | |||||||||
| Depreciation and Amortization | |||||||||||
| Tools & Outdoor | $ | $ | |||||||||
| Engineered Fastening | |||||||||||
| Consolidated | $ | $ | |||||||||
| (Millions of Dollars) | March 29, 2025 | December 28, 2024 | |||||||||
| Segment Assets | |||||||||||
| Tools & Outdoor | $ | $ | |||||||||
| Engineered Fastening | |||||||||||
| Corporate assets | ( | ( | |||||||||
| Consolidated | $ | $ | |||||||||
Corporate assets primarily consist of cash, deferred taxes, property, plant and equipment, and right-of-use lease assets. Based on the nature of the Company's cash pooling arrangements, at times the corporate-related cash accounts will be in a net liability position.
GEOGRAPHIC AREAS
The following table is a summary of net sales by geographic area for the three months ended March 29, 2025 and March 30, 2024:
| Year-to-Date | |||||||||||||||||||||||
| (Millions of Dollars) | 2025 | 2024 | |||||||||||||||||||||
| United States | $ | $ | |||||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Other Americas | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
| Consolidated | $ | $ | |||||||||||||||||||||
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O. CONTINGENCIES
The Company is involved in various legal proceedings relating to environmental issues, employment, product liability, workers’ compensation claims and other matters. The Company periodically reviews the status of these proceedings with both inside and outside counsel, as well as an actuary for risk insurance. Management believes that the ultimate disposition of these matters will not have a material adverse effect on operations or financial condition taken as a whole.
Government Investigation
As previously disclosed, on January 19, 2024, the Company was notified by the Compliance and Field Operations Division (the “Division”) of the Consumer Product Safety Commission (“CPSC”) that the Division intends to recommend the imposition of a civil penalty of approximately $32 million for alleged untimely reporting in relation to certain utility bars and miter saws that were subject to voluntary recalls in September 2019 and March 2022, respectively. The Company believes there are defenses to the Division’s claims, and has presented its defenses in a meeting with the Division on February 29, 2024 and in a written submission dated March 29, 2024. On April 1, 2024, the Division informed the Company's counsel that the Division intended to recommend that the CPSC refer the matter to the U.S. Department of Justice (the "DOJ"). On May 1, 2024, the Company was informed that the CPSC voted to refer the matter to the DOJ. In December 2024, the CPSC requested that the Company reproduce documents previously provided to the CPSC following changes to the agency’s electronic file sharing system. The Company has reproduced the requested documents to the CPSC. The Company has not heard anything further from the CPSC or the DOJ in relation to this matter since then and therefore is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount of potential loss, if any, from this matter.
The Company is committed to upholding the highest standards of corporate governance and is continuously focused on ensuring the effectiveness of its policies, procedures, and controls. The Company is in the process, with the assistance of professional advisors, of reviewing and further enhancing relevant policies, procedures, and controls.
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 concluded on April 5, 2024, and the Company awaits a decision on that motion. Given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.
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.
As previously disclosed, 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
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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.
Environmental
In the normal course of business, the Company is a party to administrative proceedings and litigation, before federal and state regulatory agencies, relating to environmental remediation with respect to claims involving the discharge of hazardous substances into the environment, generally at current and former manufacturing facilities. In addition, some of these claims assert that the Company is responsible for damages and liability, for remedial investigation and clean-up costs, with respect to sites that have never been owned or operated by the Company, but the Company has been identified as a potentially responsible party ("PRP").
In connection with the 2010 merger with Black & Decker, the Company assumed certain commitments and contingent liabilities. Black & Decker is a party to litigation and administrative proceedings with respect to claims involving the discharge of hazardous substances into the environment at current and former manufacturing facilities and has also been named as a PRP in certain administrative proceedings.
The Company, along with many other companies, has been named as a PRP in numerous administrative proceedings for the remediation of various waste sites, including 23 active Superfund sites. Current laws potentially impose joint and several liabilities upon each PRP. In assessing its potential liability at these sites, the Company has considered the following: whether responsibility is being disputed, the terms of existing agreements, experience at similar sites, and the Company’s volumetric contribution at these sites.
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. If 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 March 29, 2025 and December 28, 2024, the Company had reserves of $273.3 million and $275.4 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 March 29, 2025 amount, $51.5 million is classified as current within Accrued expenses and $221.8 million as long-term within Other liabilities which is expected to be paid over the estimated remediation period. As of March 29, 2025, the Company's net cash obligations, including the WCLC assets discussed below, is $256.0 million. As of March 29, 2025, the range of environmental remediation costs that is reasonably possible is $189.9 million to $405.8 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.
West Cost Loading Corporation
As of March 29, 2025, the Company has recorded $17.3 million in Other assets related to funding received by the Environmental Protection Agency (“EPA”) and placed in a trust in accordance with the final settlement with the EPA, embodied in a Consent Decree approved by the United States District Court for the Central District of California on July 3, 2013. Per the Consent Decree, Emhart Industries, Inc. (a dissolved and liquidated former indirectly wholly-owned subsidiary of The Black & Decker Corporation) (“Emhart”) has agreed to be responsible for an interim remedy at a site located in Rialto, California and formerly operated by WCLC, a defunct company for which Emhart was alleged to be liable as a successor. The remedy will be funded by (i) the amounts received from the EPA as gathered from multiple parties, and, to the extent necessary, (ii) Emhart's affiliate. The interim remedy required the construction of a water treatment facility and the treatment of ground water at or around the site for a period of approximately 30 years or more. The construction of the water treatment facility was completed in September 2023, and the treatment of ground water is ongoing. As of March 29, 2025, the Company's net cash obligation associated with these remediation activities, including WCLC assets, is $7.5 million.
Centredale Site
On April 8, 2019, the United States District Court approved a Consent Decree documenting the terms of a settlement between the Company and the United States for reimbursement of EPA's past costs and remediation of environmental contamination found at the Centredale Manor Restoration Project Superfund Site ("Centredale site"), located in North Providence, Rhode Island. Black & Decker and Emhart are liable for site clean-up costs under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as successors to the liability of Metro-Atlantic, Inc., a former operator at the Centredale site. The Company is complying with the terms of the settlement and has fully reimbursed the EPA for its past costs.
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Remediation work at the Centredale site remains ongoing. Technical and regulatory issues have arisen in connection with the disposal methods selected and described in the statement of work for contaminated Centredale site soils and sediment. Emhart’s contractor is working with the EPA and the Rhode Island Department of Environmental Management (“RIDEM”) to develop alternatives. Based on these evolving technical and regulatory discussions, in the second quarter of 2024, the EPA and RIDEM began implementing regulatory changes that suggest that offsite landfill disposal now represents the most probable remedial alternative for the disposal of contaminated Centredale site soils and sediments. Significant open technical and regulatory issues relating to the implementation of this disposal alternative remain, including final EPA and RIDEM approvals, and further developments may result in additional or different remedial actions. Emhart’s contractor’s assessment of the offsite landfill disposal alternative involves soil and sediment volume estimates that could also change or increase as additional design investigations are performed at the site, which may further impact the remediation process. Emhart has recently entered into a cooperative agreement with the Federal and State Natural Resource Trustees to collectively conduct an assessment of what, if any, Natural Resource Damages may be associated with the contamination at the Centredale Site. Litigation continues in the District Court concerning Phase 3 of the case, which is addressing the potential allocation of liability to other PRPs who may have contributed to contamination of the Centredale site with dioxins, polychlorinated biphenyls and other contaminants of concern. Emhart proceeded to trial in a six-week bench trial in Phase 3 on the issue of CERCLA liability against 4 PRPs in October 2024. Post trial briefing and argument relating to the trial has been completed. A decision is expected in 2025 and additional litigation over the equitable allocation of the Centredale site investigation and cleanup cost could be required depending on the outcome. As of March 29, 2025, the Company has reserved $160.7 million for this site.
Lower Passaic River
The Company and approximately 47 other companies comprise the Lower Passaic Cooperating Parties Group (the “CPG”). The CPG members and other companies are parties to a May 2007 Administrative Settlement Agreement and Order on Consent (“AOC”) with the EPA to perform a remedial investigation/feasibility study (“RI/FS”) of the lower seventeen miles of the Lower Passaic River in New Jersey (the “River”). The Company’s potential liability stems from former operations in Newark, New Jersey. The CPG has substantially completed the RI/FS for the entire 17 -mile River. The Company’s estimated costs related to the RI/FS are included in its environmental reserves.
Lower 8.3 Miles
On April 11, 2014, the EPA issued a Focused Feasibility Study (“FFS”) and proposed plan which addressed various early action remediation alternatives for the lower 8.3 miles of the River. On March 4, 2016, the EPA issued a Record of Decision ("ROD") selecting the remedy for the lower 8.3 miles of the River, which will include the removal of 3.5 million cubic yards of sediment, placement of a cap over the entire lower 8.3 miles of the River, and, according to the EPA, will cost approximately $1.4 billion and take 6 years to implement after the remedial design is completed. On September 30, 2016, Occidental Chemical Corporation ("OCC") entered into an agreement with the EPA to perform the remedial design for the cleanup plan for the lower 8.3 miles of the River. OCC has submitted the final remedial design, which was approved by EPA in May 2024. On June 30, 2018, OCC filed a complaint in the United States District Court for the District of New Jersey against over 100 companies, including the Company, seeking CERCLA cost recovery or contribution for past costs relating to various investigations and cleanups OCC has conducted or is conducting in connection with the River. According to the complaint, OCC has incurred or is incurring costs which include the estimated cost ($165 million) to complete the remedial design for the cleanup plan for the lower 8.3 miles of the River. OCC also seeks a declaratory judgment to hold the defendants liable for their proper shares of future response costs for OCC's ongoing activities in connection with the River. The Company and other defendants have answered the complaint and have been engaged in discovery with OCC. On February 24, 2021, the Company and other defendants filed a third party complaint against the Passaic Valley Sewerage Commissioners and forty-two municipalities to require those entities to pay their equitable share of response costs. On December 20, 2022, various defendants (including the Company) in the OCC litigation filed an unopposed motion to stay the litigation for six months which was granted by the Court on March 1, 2023 and has been extended while the Court considered the Consent Decree filed by the United States, as discussed below.
The Company and 105 other parties received a letter dated March 31, 2016 from the EPA notifying such parties of potential liability for the costs of the cleanup of the lower 8.3 miles of the River. In a March 30, 2017 letter, the EPA stated that parties who did not discharge dioxins, furans or polychlorinated biphenyls (which are considered the contaminants of concern posing the greatest risk to human health or the environment) may be eligible for cash out settlement, but expected those parties' allocation to be determined through a complex settlement analysis using a third-party allocator. The EPA subsequently clarified this statement to say that such parties would be eligible to be "funding parties" for the lower 8.3 mile remedial action with each party's share of the costs determined by the EPA based on the allocation process and the remaining parties would be "work parties" for the remedial action. The Company participated in the allocation process and asserted that it did not discharge dioxins, furans or polychlorinated biphenyls and should be eligible to be a "funding party" for the lower 8.3 mile remedial action. The allocator selected by the EPA issued a confidential allocation report on December 28, 2020, which was reviewed by the EPA. As a result of the allocation process, on February 11, 2022, the EPA and certain parties (including the Company)
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reached an agreement in principle for a cash-out settlement for remediation of the entire 17 -mile Lower Passaic River. On December 16, 2022, the United States lodged a Consent Decree with the United States District Court for the District of New Jersey in United States v. Alden Leeds, Inc. et al. (No. 2:22-cv-07326) that addressed the liability of 85 parties (including the Company) for an aggregate amount of $150 million based in part on the EPA-sponsored allocation report that found OCC 99.4 % responsible for the cleanup costs of the River. The Consent Decree was subject to a 90-day public comment period, which ended March 22, 2023. On November 21, 2023, the United States informed the Court that it concluded, based on the public comments, that a small number of parties (not including the Company) should be removed from the settlement and that a change should be made to the United States’ reservation of rights (which was agreed to by the remaining settling parties). On January 17, 2024, the United States filed the modified Consent Decree with the Court and filed its motion to enter the modified Consent Decree on January 31, 2024. On April 1, 2024, the settling defendants (including the Company) and certain other parties filed briefs in support of, and OCC filed a brief in opposition to, the motion to enter the modified Consent Decree. On December 18, 2024, the Court issued its opinion granting the United States’ motion to enter the modified Consent Decree. The settlement funds will be paid to the United States as of the later of the expiration of the appeal deadline (sixty days after the entry) if no appeal is filed or the exhaustion of any appeals. On January 9, 2025, Nokia of America (a non-settling party) filed its Notice of Appeal of the Court’s decision to the U.S. Court of Appeals for the Third Circuit. On February 13, 2025, OCC also filed its Notice of Appeal of the Court's decision to the U.S. Court of Appeals for the Third Circuit.
Upper 9 Miles
On October 10, 2018, the EPA issued a letter directing the CPG to prepare a streamlined feasibility study for the upper 9 miles of the River based on an iterative approach using adaptive management strategies. The CPG submitted a draft Interim Remedy Feasibility Study to the EPA on December 4, 2020, which identified various targeted dredge and cap alternatives with costs that range from $420 million to $468 million (net present value). The EPA issued the Interim Remedy ROD on September 28, 2021, selecting an alternative that the EPA estimates will cost $441 million (net present value).
On March 2, 2023, the EPA issued a Unilateral Administrative Order requiring OCC to design the interim remedy for the upper 9 miles of the River (the “2023 UAO”). Notwithstanding the stay of the litigation commenced in 2018 (and two days after the public comment period on the Consent Decree closed), OCC filed a complaint named Occidental Chem. Corp. v. Givaudan Fragrances Corp., et al., No. 2:23‑cv-1699 at 2, 5 (D.N.J. Mar. 24, 2023) (the “2023 Litigation”) against forty parties (not including the Company) for recovery of past and future response costs it will incur in complying with the 2023 UAO. All of the defendants named in the 2023 Litigation are also defendants or third-party defendants in the litigation commenced in 2018.
Maxus Bankruptcy Settlement
Pursuant to a settlement agreement by and among the Maxus Liquidating Trust, YPF and Repsol submitted to the bankruptcy court on April 7, 2023, YPF and Repsol will jointly pay a combined sum of $573 million to various creditors. Based on the waterfall payout of the bankruptcy plan, the CPG received approximately $9 million, which will be used either to offset future CPG costs, including EPA RI/FS oversight and legal and administrative costs, or to reimburse CPG members for a portion of their past contributions to the RI/FS costs.
At this time, the Company cannot reasonably estimate its liability related to the litigation and remediation efforts as discussed above, excluding the RI/FS, as the OCC litigation is pending and Court’s opinion granting the United States’ motion to enter the Consent Decree has been appealed.
Kerr McGee
Per the terms of a Final Order and Judgment approved by the United States District Court for the Middle District of Florida on January 22, 1991, Emhart is responsible for a percentage of remedial costs arising out of the Kerr McGee Chemical Corporation Superfund Site located in Jacksonville, Florida. On March 15, 2017, the Company received formal notification from the EPA that the EPA had issued a ROD selecting the preferred alternative identified in the Proposed Cleanup Plan. The Multistate Trust managing the remediation provides quarterly projections for the remediation costs for work to be performed, and the Company adjusts the reserve for its percentage share of such costs accordingly. As of March 29, 2025, the Company has reserved $24.5 million for this site.
The amounts recorded for the aforementioned identified contingent liabilities are 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 environmental matters in excess of the amounts recorded will have a materially adverse effect on its financial position, results of operations or liquidity.
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P. COMMITMENTS AND GUARANTEES
COMMITMENTS — The Company has numerous assets, predominantly real estate, vehicles and equipment, under various lease arrangements. The following is a summary of the Company's right-of-use assets and lease liabilities:
| (Millions of Dollars) | March 29, 2025 | December 28, 2024 | |||||||||
| Right-of-use assets | $ | $ | |||||||||
| Lease liabilities | $ | $ | |||||||||
Weighted-average incremental borrowing rate | |||||||||||
Weighted-average remaining term | |||||||||||
Right-of-use assets are included within in the Condensed Consolidated Balance Sheets, while lease liabilities are included within and , as appropriate. The Company determines its incremental borrowing rate based on interest rates from its debt issuances, taking into consideration adjustments for collateral, lease terms and foreign currency.
The Company has arrangements with third-party financial institutions that offer voluntary supply chain finance ("SCF") programs. These arrangements enable certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institutions on terms directly negotiated with the financial institutions. The Company negotiates commercial terms with its suppliers, including prices, quantities, and payment terms, regardless of suppliers’ decisions to finance the receivables due from the Company under these SCF programs. The Company has no economic interest in a supplier’s decision to participate in these SCF programs, and no direct financial relationship with the financial institutions, as it relates to these SCF programs. The amounts due to the financial institutions for suppliers that voluntarily participate in these SCF programs were presented within Accounts payable on the Company’s Condensed Consolidated Balance Sheets and totaled $461.3 million and $483.6 million as of March 29, 2025 and December 28, 2024, respectively.
As of March 29, 2025, the Company had unrecognized commitments that require the future purchase of goods or services (unconditional purchase obligations) to provide it with access to products and services at competitive prices. These obligations consist of supplier agreements with long-term minimum material purchase requirements and freight forwarding arrangements with minimum quantity commitments. As of March 29, 2025, the Company had unconditional purchase obligations of $227.4 million, consisting of $96.1 million in 2025, $59.9 million in 2026 and $71.4 million in 2027.
GUARANTEES — The Company’s financial guarantees at March 29, 2025 are as follows:
| (Millions of Dollars) | Term | Maximum Potential Payment | Carrying Amount of Liability | ||||||||||||||
| Guarantees on the residual values of leased assets | $ | $ | |||||||||||||||
| Standby letters of credit | Up to | ||||||||||||||||
| Commercial customer financing arrangements | Up to | ||||||||||||||||
| Total | $ | $ | |||||||||||||||
The Company has guaranteed a portion of the residual values associated with certain of its variable rate leases. The lease guarantees are for an amount up to $78.2 million while the fair value of the underlying assets is estimated at $119.3 million. The related assets would be available to satisfy the guarantee obligations.
The Company has issued $178.4 million in standby letters of credit that guarantee future payments which may be required under certain insurance programs and in relation to certain environmental remediation activities described more fully in Note O, Contingencies.
The Company provides various limited and full recourse guarantees to financial institutions that provide financing to U.S. and Canadian Mac Tool distributors and franchisees for their initial purchase of the inventory and trucks necessary to function as a distributor and franchisee. In addition, the Company provides limited and full recourse guarantees to financial institutions that extend credit to certain end retail customers of its U.S. Mac Tool distributors and franchisees. The gross amount guaranteed in these arrangements is $97.0 million and the $17.0 million carrying value of the guarantees issued is recorded in Other liabilities in the Condensed Consolidated Balance Sheets.
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The Company provides warranties on certain products across its businesses. The types of product warranties offered generally range from one year to limited lifetime. There are also certain products with no warranty. Further, the Company sometimes incurs discretionary costs to service its products in connection with product performance issues. Historical warranty and service claim experience forms the basis for warranty obligations recognized. Adjustments are recorded to the warranty liability as new information becomes available.
The changes in the carrying amount of product warranties for the three months ended March 29, 2025 and March 30, 2024 are as follows:
| (Millions of Dollars) | 2025 | 2024 | |||||||||
| Balance beginning of period | $ | $ | |||||||||
| Warranties and guarantees issued | |||||||||||
| Warranty payments and currency | ( | ( | |||||||||
| Balance end of period | $ | $ | |||||||||
Q. DIVESTITURES
Infrastructure business
On April 1, 2024, the Company completed the sale of its Infrastructure business to Epiroc AB for $760 million. The Company received proceeds of $728.5 million at closing, net of customary adjustments and costs. This divestiture did not qualify for discontinued operations and therefore, its results were included in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss) through the date of sale. The pre-tax income for this business was $9.6 million for the three months ended March 30, 2024.
In addition, the Company recognized a pre-tax asset impairment charge of $25.5 million and $150.8 million in the first quarter of 2024 and fourth quarter of 2023, respectively, to adjust the carrying amount of the long-lived assets of the Infrastructure business to its estimated fair value less the costs to sell.
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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.
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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.
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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.
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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 Adjustments2 | 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 Adjustments2 | 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. | ||||||||||||||||||||
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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
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$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
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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.
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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.
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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.
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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.
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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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in the Company’s exposure to market risk during the first quarter of 2025. Refer to the 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 and subsequent related filings with the Securities and Exchange Commission for further discussion.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of management, including the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, the Company has, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer have concluded that, as of March 29, 2025, the Company’s disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting that occurred during the first quarter of 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any goals, projections, guidance or planning assumptions regarding earnings, EPS, income, revenue, margins, costs, sales, sales growth, profitability, cash flow, debt reduction or other financial items; any statements of the plans, strategies, investments and objectives of management for future operations, including expectations around the Company's ongoing transformation; future market share gain, shareholder returns, any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements concerning future dividends or share repurchases; any statements of beliefs, plans, intentions or expectations; any statements and assumptions regarding possible tariff and tariff impact projections and related mitigation plans (including price actions, supply chain adjustments and timing expectations related to such plans); and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include, among others, the words “may,” “will,” “estimate,” “intend,” “could,” “project,” “plan,” “continue,” “believe,” “expect,” “anticipate,” “run-rate,” “annualized,” “forecast,” “commit,” “goal,” “target,” “design,” “on-track,” “position or positioning,” “guidance,” “aim,” “looking forward,” “multi-year” or any other similar words.
Although the Company believes that the expectations reflected in any of its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of its forward-looking statements. The Company's future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in the Company's filings with the Securities and Exchange Commission.
Important factors that could cause the Company's actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in its forward-looking statements include, among others, the following: (i) successfully developing, marketing and achieving sales from new products and services and the continued acceptance of current products and services; (ii) macroeconomic factors, including global and regional business conditions, commodity prices, inflation and deflation, interest rate volatility, currency exchange rates, and uncertainties in the global financial markets; (iii) laws, regulations and governmental policies affecting the Company's activities in the countries where it does business, including those related to tariffs, taxation, data privacy, anti-bribery, anti-corruption, government contracts, trade controls, including but not limited to, tariffs, import and export controls and other monetary and non-monetary trade regulations or barriers; (iv) the Company’s ability to predict the timing and extent of any trade related regulations, restrictions, trade barriers and tariffs as well as its ability to successfully assess the impact to its business of, and mitigate or respond to macroeconomic or trade and tariff changes or policies (including, but not limited to, the Company’s ability to obtain price increases from its customers and complete effective supply chain adjustments within anticipated time frames); (v) the economic, political, cultural and legal environment in Europe and the emerging markets in which the Company generates sales, particularly Latin America and China; (vi) realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures; (vii) pricing pressure and other changes within competitive markets; (viii) availability and price of raw materials, component parts, freight, energy, labor and sourced finished goods; (ix) the impact that the tightened credit markets may have on the Company or its customers or suppliers; (x) the extent to which the Company has to write off accounts receivable, inventory or other assets or experiences supply chain disruptions in connection with bankruptcy filings by customers or suppliers; (xi) the Company's ability to identify and effectively execute productivity improvements and cost reductions; (xii) potential business, supply chain and distribution disruptions, including those related to physical security threats, information technology or cyber-attacks, epidemics, natural disasters or pandemics, sanctions, political unrest, war or terrorism, including the conflicts between Russia and Ukraine, and Israel and Hamas and tensions or conflicts in South Korea, China, Taiwan and the Middle East; (xiii) the continued consolidation of customers, particularly in consumer channels, and the Company’s continued reliance on significant customers; (xiv) managing franchisee relationships; (xv) the impact of poor weather conditions and climate change and risks related to the transition to a lower-carbon economy, such as the Company's ability to successfully adopt new technology, meet market-driven demands for carbon neutral and renewable energy technology, or to comply with changes in environmental regulations or requirements, which may be more stringent and complex, impacting its manufacturing facilities and business operations as well as remediation plans and costs relating to any of its current or former locations or other sites; (xvi) maintaining or improving production rates in the Company's manufacturing facilities (including leveraging its North American footprint in connection with tariff mitigation), responding to significant changes in customer preferences or expectations, product demand and fulfilling demand for new and existing products, and learning, adapting and integrating new technologies into products, services and processes; (xvii) changes in the competitive landscape in the Company's markets; (xviii) the Company's non-U.S. operations, including sales to non-U.S. customers; (xix) the Company’s ability to predict the extent or timing of, and impact from demand changes within domestic or world-wide markets associated with construction, homebuilding and remodeling, aerospace, outdoor, engineered fastening, automotive and other markets which the Company serves; (xx) potential adverse developments in new or pending litigation and/or government investigations; (xxi) the incurrence of debt and changes in the Company's ability to obtain debt on commercially reasonable terms and at competitive rates; (xxii) substantial pension and other postretirement benefit obligations; (xxiii) potential regulatory liabilities, including environmental, privacy, data breach, workers compensation and product liabilities; (xxiv) attracting, developing and
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retaining senior management and other key employees, managing a workforce in many jurisdictions, labor shortages, work stoppages or other labor disruptions; (xxv) the Company's ability to keep abreast with the pace of technological change; (xxvi) changes in accounting estimates; (xxvii) the Company’s ability to protect its intellectual property rights and to maintain its public reputation and the strength of its brands; (xxviii) critical or negative publicity, including on social media, whether or not accurate, concerning the Company’s brands, products, culture, key employees or suppliers, or initiatives, and the Company's handling of divergent stakeholder expectations regarding the same, and (xxix) the Company’s ability to implement, and achieve the expected benefits (including cost savings and reduction in working capital) from its Global Cost Reduction Program including: continuing to advance innovation, electrification and global market penetration to achieve mid-single digit organic revenue growth; 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 supply chain transformation to leverage material productivity, drive operational excellence, rationalize manufacturing and distribution networks, including consolidating facilities and optimizing the distribution network, and reduce complexity of the product portfolio; improving fill rates and matching inventory with customer demand; prioritizing cash flow generation and inventory optimization; delivering operational excellence through efficiency, simplified organizational design; and reducing complexity through platforming products and implementing initiatives to drive a SKU reduction.
Additional factors that could cause actual results to differ materially from forward-looking statements are set forth in the Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q, including under the headings “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Consolidated Financial Statements and the related Notes, and other filings with the Securities and Exchange Commission.
Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof, and forward-looking statements in documents that are incorporated by reference herein speak only as of the date of those documents. The Company does not undertake any obligation or intention to update or revise any forward-looking statements, whether as a result of future events or circumstances, new information or otherwise, except as required by law.
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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company’s Annual Report on Form 10-K for the year ended December 28, 2024, includes "Legal Proceedings" under Item 3 of Part I. There have been no material changes from the legal proceedings described in the Company's Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024 filed with the Securities and Exchange Commission on February 18, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
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 Exchange Act during the three months ended March 29, 2025:
| 2025 | Total Number Of Common Shares Purchased | 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 (a) | |||||||||||||||||||
| December 29 - February 1 | — | $ | — | — | 20 | ||||||||||||||||||
| February 2 - March 1 | — | — | — | 20 | |||||||||||||||||||
| March 2 - March 29 | — | — | — | 20 | |||||||||||||||||||
| Total | — | $ | — | — | 20 | ||||||||||||||||||
(a)On April 21, 2022, the Board approved a share repurchase program of up to 20 million shares of the Company’s common stock (the “April 2022 Program”). The April 2022 Program does not have an expiration date. The Company may repurchase shares under the April 2022 Program through open market purchases, privately negotiated transactions or share repurchase programs, including one or more accelerated share repurchase programs (under which an initial payment for the entire repurchase amount may be made at the inception of the program). Such repurchases may be funded from cash on hand, short-term borrowings or other sources of cash at the Company’s discretion, and the Company is under no obligation to repurchase any shares pursuant to the repurchase program. The currently authorized shares available for repurchase under the April 2022 Program do not include approximately 3.6 million shares reserved and authorized for purchase under the Company’s approved repurchase program in place prior to the April 2022 Program relating to a forward share purchase contract entered into in March 2015.
ITEM 5. OTHER INFORMATION
During the three months ended March 29, 2025, no director or Section 16 officer of the Company adopted terminated
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ITEM 6. EXHIBITS
| (10.1) | ||||||||
| (10.2) | ||||||||
| (10.3) | ||||||||
| (10.4) | ||||||||
| (10.5) | ||||||||
| (31.1) | ||||||||
| (31.2) | ||||||||
| (32.1) | ||||||||
| (32.2) | ||||||||
| (101) | The following materials from Stanley Black & Decker Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 29, 2025 and March 30, 2024; (ii) Condensed Consolidated Balance Sheets at March 29, 2025 and December 28, 2024; (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 29, 2025 and March 30, 2024; (iv) Consolidated Statements of Changes in Shareowners' Equity for the three months ended March 29, 2025 and March 30, 2024; and (v) Notes to Unaudited Condensed Consolidated Financial Statements**. | |||||||
| (104) | The cover page of Stanley Black & Decker Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025, formatted in iXBRL (included within Exhibit 101 attachments). | |||||||
| * | Management contract or compensation plan or arrangement | ||||
| ** | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| STANLEY BLACK & DECKER, INC. | ||||||||||||||
| Date: | April 30, 2025 | By: | /s/ PATRICK HALLINAN | |||||||||||
| Patrick Hallinan | ||||||||||||||
| Executive Vice President & Chief Financial Officer | ||||||||||||||
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EXHIBIT 10.1 PRIVATE & CONFIDENTIAL | |||||
Date: [●]
To: [●]
From: Don Allan
Re: 2025 Management Incentive Compensation Plan
It is my pleasure to congratulate you for being selected to participate in the 2025 Management Incentive Compensation Plan (the “MICP”) under the Stanley Black & Decker 2024 Omnibus Award Plan (the “Plan”). The MICP is intended to provide cash awards to MICP participants, provided specific goals (“Performance Goals”) are achieved during the 2025 fiscal year (the “Measurement Period”). Capitalized terms used in this award letter, including the attached Management Incentive Compensation Plan Award Terms (the “Terms”, and together with this letter, this “Award Certificate”), but not defined herein shall have the meanings given them in the Plan, unless the context clearly requires otherwise.
Bonus Opportunity
As a participant, you (“you” or “Participant”) will have an opportunity to earn a cash award (“MICP Award”) based on your current level and the achievement of the Performance Goals established by the Committee.
Your bonus payout may also be adjusted upward or downward based on your individual, business, or regional performance during the Measurement Period as determined completely at the Committee’s [or Company’s] discretion.
You are not eligible for the AGM kicker (+10 points) unless 2025 SBD TSR vs. S&P 500 Capital Goods Index is at least at median.
Your bonus opportunity is based on your MICP level target bonus, the MICP plan you are in, calculated using your Qualifying Salary as of January 1, 2025, or as of your eligibility date. Your plan and pro-ration as shown in Workday are subject to change based on your role. Your threshold, target and maximum target is as follows:
| Threshold | Target | Maximum | ||||||
Performance Goals
Performance Goals for corporate participants are based 100% on metrics that apply to Stanley Black & Decker, Inc. (the “Company”) as a whole. Performance goals for division participants are based on metrics that apply to both Company and divisional performance. Payouts under this MICP Award will be
1
EXHIBIT 10.1
determined by the Committee based upon the actual results achieved in relation to the Performance Goals, subject to Committee discretion as described in the attached Terms. Participants will only be eligible for payouts under the MICP Award provided they are continuously employed by the Company or an Affiliate through the award payment date, as more fully set forth in the Terms.
Although this summary includes the key aspects of the MICP Award, it is not intended to represent a full accounting of the rules and regulations applicable to the MICP Award and is subject to the terms described in the Terms and the Plan (available on request), which together with this document govern the MICP Award.
Thank you for your continued support and congratulations on being selected to participate in this important program.
Best Regards,
Don Allan
President & CEO
President & CEO
2
EXHIBIT 10.1
MANAGEMENT INCENTIVE COMPENSATION PLAN AWARDS TERMS
1.Grant of MICP Award. This certifies that the Company has granted to the Participant named above a MICP Award, subject to certain restrictions and on the terms and conditions contained in this Award Certificate and the Plan. A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this Award Certificate, the terms of the Plan shall govern. This MICP Award represents the right of the Participant to receive a cash bonus based on the Company’s achievement of the Performance Goals for the Measurement Period as set forth in the Award Certificate, provided the employment requirements below are satisfied. For purposes of this Award Certificate, if the Participant is not employed by the Company, “Employer” means the Affiliate that employs the Participant. All capitalized terms used in this Award Certificate which are not defined in this Award Certificate (including Section 14 herein) shall have the meanings given them in the Plan unless the context clearly requires otherwise.
2.Determination of Earned MICP Award.
(a)General. As soon as reasonably practicable following the completion of the Measurement Period, the Committee will determine (i) whether and to what extent the Performance Goals have been achieved and (ii) the percentage of the Participant’s MICP Award which has been “earned” in respect of the Measurement Period as a result of such performance, with the percentage of the Participant’s earned MICP Award to be linearly interpolated on a straight-line basis between specified levels of performance (i.e., for performance that falls above “threshold” level but below “target” level, or above “target” level but below “maximum” level). In order for any portion of the MICP Award to be earned in respect of a Performance Goal, the “threshold” level of achievement with respect to such Performance Goal must be achieved, and in no event will more than the maximum MICP Award be earned.
(b)Adjustments. Notwithstanding any other provision hereof, the MICP Award and the Performance Goals may be adjusted up or down, at the sole discretion of the Committee, based upon any factors determined by the Committee to be appropriate, including without limitation (i) the impact of pandemics, war, or severe weather on the Company’s results of operations, (ii) any other unforeseen, unusual or extraordinary gains, losses, expenses, revenues, charges or credits not contemplated at the time of the determination of the budget for the Measurement Period or Performance Goal establishment, and/or (iii) individual, business or regional performance.
3.Vesting. Any earned MICP Award will become vested if, except as set forth below, the Participant remains continuously employed by the Company or an Affiliate until the Settlement Date (as defined below).
4.Termination of Employment.
(a)General. Unless determined otherwise by the Committee, if the Participant’s employment with the Company or an Affiliate terminates prior to the Settlement Date for any reason other than as provided below in this Section 4, then the Participant will forfeit all rights in respect of the MICP Award and will not be entitled to receive any payment under the MICP Award.
(b)Death and Disability. Upon the Participant’s death or if the Participant’s employment is terminated as a result of the Participant’s Disability, in each case, prior to the Settlement Date, the MICP Award will be settled pursuant to Section 5 at the same time as MICP awards for active participants are settled, to the extent the Performance Goals have been achieved, and shall be prorated based on the number of complete months in the Measurement Period that the Participant was employed by the Company.
3
EXHIBIT 10.1
(c)Retirement. Upon the Participant’s Retirement prior to the Settlement Date, the MICP Award will be settled pursuant to Section 5 at the same time as MICP awards for active participants are settled, to the extent the Performance Goals have been achieved, and shall be prorated based on the number of complete months in the Measurement Period that the Participant was employed by the Company.
(d)Termination without Cause. If the Participant’s employment with the Company or an Affiliate is terminated by the Company without Cause prior to the Settlement Date, the MICP Award will be settled pursuant to Section 5 at the same time as MICP awards for active participants are settled, to the extent the Performance Goals have been achieved, and shall be prorated based on the number of complete months in the Measurement Period that the Participant was employed by the Company.
(e)Release. In the event of a termination of employment as described in Sections 4(b), 4(c) or 4(d), the Company may require the Participant to execute an effective release of claims in the form provided by the Company to receive the benefit of such provisions.
5.Settlement of MICP Award. The earned and vested MICP Award will be settled in cash as soon as practicable, and by no later than March 15th of the year, following the end of the Measurement Period (the date of such settlement, the “Settlement Date”).
6.Change in Control.
(a)Notwithstanding any provision in the Plan to the contrary, upon a Change in Control, unless the MICP Award is assumed, replaced or converted by the successor or the resulting entity (or any parent thereof) into a Replacement Award, the MICP Award (if outstanding) shall be cancelled and, in respect of such cancelled MICP Award, the Participant shall receive a pro rata portion of the MICP Award, calculated by determining the achievement of the Performance Goal or Performance Goals based on actual performance though the date of such Change in Control, and then multiplying this amount by a fraction, the numerator of which is the number of full days completed in the Measurement Period prior to the Change in Control and the denominator of which is the total number of days in the Measurement Period (the “Pro Rata Change in Control Amount”). The Pro Rata Change in Control Amount shall be paid in cash as soon as practicable following the Change in Control and no later than 60 days following the Change in Control. The determination as to whether the MICP Award is assumed, replaced or converted in connection with the Change in Control shall be made by the Committee, in good faith, taking into account such factors as it deems appropriate, including the feasibility of continuing the Performance Goals or Performance Goals based on the resulting entity in the applicable Change in Control.
(b)If (i) the Participant receives a Replacement Award in respect of the MICP Award, and (ii) the Participant incurs a termination of employment by the Company without Cause or if the Participant terminates his or her employment for Good Reason, in each case, prior to the end of the Measurement Period, then, unless otherwise provided for in the Participant’s employment or severance agreement or in a severance plan in which the Participant then participates, the Participant will be entitled to receive a pro rata portion of the Replacement Award, assuming the achievement of the underlying performance goals at “target” level and based on the number of days completed in the Measurement Period prior to the date of the termination of employment. The pro rata portion of the Replacement Award will be paid within 30 days following the Participant’s termination of employment. After a Change in Control, the Committee may not exercise the discretion referred to in this Award Certificate to decrease the amount payable in respect of the MICP Award which is outstanding immediately prior to the occurrence of the Change in Control.
7.Restrictions on Transfer. The MICP Award shall not be not assignable, alienable, saleable or transferable. The MICP Award shall be transferable only by will or the laws of descent and distribution. If the Participant purports to make any transfer of the MICP Award, except as aforesaid, the MICP Award and all rights thereunder shall terminate immediately. Notwithstanding the foregoing, the Participant
4
EXHIBIT 10.1
may, in the manner established by the Committee, designate a beneficiary or beneficiaries to receive any cash payment with respect to the MICP Award upon the death of the Participant.
8.Income Tax Matters.
(a)Regardless of any action the Company or the Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the MICP Award, including the grant of the MICP Award and the vesting and settlement of the MICP Award, and (ii) do not commit to structure the terms of the grant or any aspect of the MICP Award to reduce or eliminate the Participant’s liability for Tax-Related Items.
(b)Prior to settlement upon the vesting of the MICP Award, if the Participant’s country of residence (and country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a sufficient amount of cash otherwise payable upon the vesting of the MICP Award sufficient to pay the Tax-Related Items required to be withheld with respect to the MICP Award. Depending on the withholding method specified in the Plan, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the Participant is subject to taxation in more than one country, the Participant acknowledges that the Company, the Employer or one or more of their respective Affiliates may be required to withhold or account for Tax-Related Items in more than one country. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet the Participant’s obligation for Tax-Related Items. All other Tax-Related Items related to the MICP Award and any cash delivered in payment thereof shall be the Participant’s sole responsibility.
9.Data Privacy. The Company is located at 1000 Stanley Drive, New Britain, Connecticut 06053 U.S.A. and grants Awards under the Plan to employees of the Company and its Affiliates, at its sole discretion. In accepting the MICP Award granted under the Plan, the Participant should carefully review the following information about the Company’s data processing practices.
(a)Data Collection, Processing and Usage. The Company collects, processes and uses personal data of employees, including name, home address, email address and telephone number, date of birth, social insurance, passport or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards to acquire shares of Common Stock canceled, vested, or outstanding in the Participant’s favor, which the Company receives from the Participant or, if different, the Employer (“Personal Information”). If the Company grants the Participant an Award under the Plan, then the Company will collect the Participant’s Personal Information for purposes of allocating shares of Common Stock (if any) and implementing, administering and managing the Plan. The Company’s legal basis for collecting, processing and using the Participant’s Personal Information will be the Company’s necessity to execute its contractual obligations under this Award Certificate and to comply with its legal obligations.
(b)Stock Plan Administration Service Providers. The Company transfers the Participant’s Personal Information as necessary and appropriate to Bank of America Merrill Lynch and its affiliates (“BAML”), an independent service provider based in the United States which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Participant’s data with another company that serves in a similar manner. BAML will open an account for the Participant to receive and trade shares of Common Stock the Participant acquires under the Plan (if any). The Participant will be asked to agree to separate terms and data processing practices with BAML, which is a condition of the Participant’s ability to participate in the Plan.
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EXHIBIT 10.1
(c)International Data Transfers. The Participant’s Personal Information may be transferred to or otherwise processed in the United States or other jurisdictions besides the Participant’s own. The Participant should note that the Participant’s country of residence (and country of employment, if different) may have enacted data privacy laws that are different from those of the recipient country. Such transfers will be made pursuant to Company policies and data protection measures as detailed in the Company’s Employee Privacy Policy, available by contacting Participant’s local HR manager or Global Privacy Office.
(d)Data Retention. The Company will use the Participant’s Personal Information as long as is necessary to implement, administer and manage the Participant’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and security laws. When the Company no longer needs the Participant’s Personal Information, the Company will remove it from its systems.
(e)Voluntariness. The Participant’s participation in the Plan is purely voluntary. If the Participant elects not to participate in the Plan, the Participant’s decision would not affect the Participant’s salary as an employee of the Employer or the Participant’s career; the Participant would merely forfeit the opportunities associated with the Plan.
(f)Individual Rights. The Participant may have a number of rights under data privacy laws in the Participant’s country of residence (and country of employment, if different). Depending on where the Participant is based, the Participant’s rights may include the right to (i) request access or copies of Personal Information the Company processes pursuant to this Award Certificate, (ii) request to rectify incorrect Personal Information, (iii) request to delete Personal Information, (iv) request to restrict Personal Information processing, and/or (v) lodge complaints with competent authorities in the Participant’s country of residence (and country of employment, if different). To receive clarification regarding the Participant’s rights or to exercise the Participant’s rights, the Participant should contact the Participant’s local HR department. A response to the Participant’s request will be provided consistent with applicable law.
(g)SBD Employee Privacy Notice. All collection and use of the Participant’s Personal Information under this notice is made pursuant to the Company’s Employee Privacy Notice (the “Privacy Notice”), which the Participant has previously received. Please see the Privacy Notice for additional information on the Company’s policies regarding data retention, data security and other important information.
| By accepting the MICP Award as granted under the Plan, the Participant explicitly declares that the Participant has been informed about the collection, processing and use of the Participant’s Personal Information by the Company and the transfer of the Participant’s Personal Information to the recipients mentioned above, including recipients located in countries that have different data protection rules than in the Participant’s country of residence. | ||
10.No Right to Continued Employment. This MICP Award does not confer on the Participant any right with respect to the continuation of employment with the Company or any Affiliate, nor will it interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s employment at any time.
11.Governing Law; Venue. The Plan, this Award Certificate and all determinations made and actions taken pursuant to the Plan or Award Certificate shall be determined in accordance with the laws of the State of Connecticut and applicable Federal law. Any disputes regarding this MICP Award, the Award Certificate or the Plan shall be brought only in the United States in the state or federal courts of the State of Connecticut.
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EXHIBIT 10.1
12.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the MICP Award or other awards granted to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
13.Binding Effect. The grant of this MICP Award shall be binding and effective only if this Award Certificate is executed by or delivered on behalf of the Company.
14.Definitions. As used in this Award Certificate:
(a)“Disability” has the meaning provided in Section 22(e)(3) of the Code, or any successor provision.
(b)“Measurement Period” means the period during which performance is measured against the Performance Goals, as set forth in the Award Certificate.
(c)“Performance Goals” means the goals established by the Committee or, pursuant to an appropriate delegation of authority, the Chief Executive Officer, for performance of the Company as a whole and/or specific businesses or functions during the Measurement Period. The Performance Goals applicable to this MICP Award are as set forth in this Award Certificate.
(d)“Retirement” means the Participant’s termination of employment with the Company and each of its Affiliates after (i) attaining the age of 55 and completing 10 years of service, or (ii) attaining the age of 65 and completing one or more years of service.
15.English Language. If the Participant is resident and/or employed outside of the United States, the Participant acknowledges and agrees that it is the Participant’s express intent that this Award Certificate, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the MICP Award, be drawn up in English. If the Participant has received this Award Certificate, the Plan or any other documents related to the MICP Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.
16.Clawback/Recoupment Policy. Notwithstanding any other provision of this Award Certificate to the contrary, the Participant acknowledges and agrees that all amounts paid pursuant to the Plan shall be and remain subject to any incentive compensation clawback or recoupment policy of the Company currently in effect or as may be adopted by the Company (including, without limitation, the Stanley Black & Decker, Inc. Financial Statement Compensation Recoupment Policy) and, in each case, as may be amended from time to time. No such policy adoption or amendment shall require the Participant’s prior consent. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company’s recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Affiliate in order to comply with such policies or applicable law. To the extent that the terms of this Award Certificate and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail. The Committee or the Board may provide for the cancellation or forfeiture of the MICP Award or the forfeiture and repayment to the Company of any payment related to the MICP Award, or other provisions intended to have a similar effect, upon such other terms and conditions as may be determined by the Committee or the Board from time to time, including, without limitation, in the event that a Participant, during employment or other service with the Company or an Affiliate, engages in activity detrimental to the business of the Company.
17.Addendum. Notwithstanding any provisions of this Award Certificate to the contrary, the MICP Award shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in an applicable Addendum to this Award Certificate. Further, if the Participant transfers residence and/or employment to another country reflected
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EXHIBIT 10.1
in an Addendum to this Award Certificate, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules, and regulations or to facilitate the operation and administration of the MICP Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of this Award Certificate.
18.Additional Requirements; Amendments. The Company reserves the right to impose other requirements on the MICP Award and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the MICP Award and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. In addition, the Company reserves the right to amend the terms and conditions reflected in this Award Certificate, without the Participant’s consent, either prospectively or retroactively, to the extent that such amendment does not materially affect the Participant’s rights under the MICP Award except as otherwise permitted under the Plan or this Award Certificate.
19.Nature of the Grant. In accepting the MICP Award, the Participant hereby acknowledges that:
(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan;
(b)the grant of the MICP Award is voluntary and does not create any contractual or other right to receive future MICP Awards or benefits in lieu of a MICP Award, even if MICP Awards have been granted in the past;
(c)all decisions with respect to future MICP Awards or other grants, if any, will be at the sole discretion of the Company;
(d)the grant of the MICP Award and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Affiliate shall not interfere with the ability of the Company, the Employer or any other Affiliate to terminate the Participant’s employment relationship (if any);
(e)the Participant is voluntarily participating in the Plan;
(f)the MICP Award and any cash paid pursuant to the MICP Award are not intended to replace any pension rights or compensation;
(g)the MICP Award and any cash paid pursuant to the MICP Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment contract, if any;
(h)the MICP Award and any cash paid pursuant to the MICP Award are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments;
(i)no claim or entitlement to compensation or damages shall arise from forfeiture of the MICP Award resulting from termination of the Participant’s status as an employee (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of
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EXHIBIT 10.1
employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any);
(j)on the date of termination of the Participant’s status as an employee (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), the Participant’s right to participate in the Plan, if any, will terminate (for purposes of the foregoing, the Committee shall have exclusive discretion to determine the effective date the Participant is no longer an employee);
(k)neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the MICP Award;
(l)in consideration of the grant of the MICP Award, no claim or entitlement to compensation or damages shall arise from termination of the MICP Award, or recoupment of any cash paid, or diminution in value of the MICP Award resulting from (A) termination of employment by the Company or the Employer, as applicable (for any reason whatsoever and whether or not in breach of applicable labor laws), and / or (B) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and the Participant hereby irrevocably releases the Company, the Employer and any Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the MICP Award, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim; and
(m)in the event of termination of the Participant’s employment with the Company (whether or not in breach of local labor laws), the Participant’s right to receive the MICP Award and vest in the MICP Award under the Plan, if any, will terminate effective as of the date of termination of the Participant’s active employment as determined in the discretion of the Committee unless otherwise provided in this Award Certificate or the Plan; furthermore, in the event of termination of the Participant’s employment (regardless of any contractual or local law requirements), the Participant’s right to vest in the MICP Award after such termination, if any, will be measured by the date of termination of the Participant’s active employment; the Committee will have the discretion to determine the date of termination of the Participant’s active employment for purposes of the MICP Award.
20.Section 409A. For the avoidance of doubt, if the Participant is subject to U.S. income taxation and is a “specified employee” (within the meaning of Section 409A of the Code) at the time of the Participant’s separation from service, and the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled settlement date, but will instead pay it, without interest, on the first business day of the seventh month after the Participant’s separation from service or, if earlier, on the Participant’s death. In addition, if the Participant is subject to U.S. income taxation and the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation, any vesting and settlement acceleration of such deferred compensation upon the Participant’s termination of employment shall not be effective unless such termination of employment also constitutes a separation from service under Section 409A of the Code.
21.Acceptance. By electronically accepting the grant of this MICP Award, the Participant affirmatively and expressly acknowledges that the Participant has read this Award Certificate, the Addendum to the Award Certificate (if any), and the Plan, and specifically accepts and agrees to the provisions therein. The Participant also affirmatively and expressly acknowledges that the Company, in its sole discretion, may amend the terms and conditions reflected in this Award Certificate without the Participant’s consent, either prospectively or retroactively, to the extent that such amendment does not
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EXHIBIT 10.1
materially impair the Participant’s rights under the MICP Award, and the Participant agrees to be bound by such amendment regardless of whether notice is given to the Participant of such change.
22.Miscellaneous. All decisions or interpretations of the Committee with respect to any question arising under the Plan or this MICP Award shall be binding, conclusive and final. The waiver by the Company of any provision of this MICP Award shall not operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision of this MICP Award. The Participant agrees to execute such other agreements, documents or assignments as may be necessary or desirable to effect the purposes of this MICP Award.
*********************************************
23.
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EXHIBIT 10.2
Donald Allan
President & Chief Executive Officer
Stanley Black & Decker
1000 Stanley Drive, New Britain, CT 06053
Date: March 2025
Re: 2025 - 2027 Long-Term Incentive Program
It is my pleasure to congratulate you for being selected to participate in the Long-Term Performance Award Program (the “Program”) under The Stanley Black & Decker 2024 Omnibus Award Plan (the “2024 Plan”). This Program is intended to provide substantial, equity-based awards for specified full-time members of our senior executive team, provided specific Corporate goals are achieved during the Program’s 36 month measurement period (January 2025 - December 2027).
In conjunction with our short-term incentive compensation program (MICP) and our time-vesting equity award program, the Program is an important element of your total compensation package and provides a strong additional incentive to continue increasing shareholder value.
Award Opportunity
Each participant will have an opportunity to earn a number of Performance Shares (PS) based upon achievement of corporate financial goals and may earn additional performance shares if the corporate financial goals are exceeded, up to the maximum number of 200% of target shares. Each PS unit represents one share of Stanley Black & Decker Common Stock and, accordingly, the potential value of a participant’s performance award under the Program may change as our stock price changes.
Your target award is reflected in Merrill Lynch. The threshold number of PS units is ½ of the target and maximum number of PS units is 2x the target. The number of PS units are calculated using a $87.5705 fair value stock price.
Performance awards will become vested at the time of settlement to the extent that the applicable performance metrics have been achieved and provided the participant is continuously employed by Stanley Black & Decker until such time, as more fully set forth in the Terms and Conditions applicable to Long Term Performance Awards.
Financial Measurements
The Corporate financial goals for this Program consist of three metrics: two absolute goals (CFROI, or Cash Flow Return on Investment, and Adjusted EBITDA) and one relative goal (Total Shareholder Return vs. the S&P 500 Capital Goods Index.) as more fully described in Appendix 1.
Although this summary includes the key aspects of the Program, it is not intended to represent a full accounting of the rules and regulations applicable to the Program and is subject to the terms described in the Terms and Conditions Applicable to Long Term Performance Awards in Appendix 2 and The Stanley Black & Decker 2024 Omnibus Award Plan (available on request), which together with this document govern the Program.
Once again, thank you for your continued support and congratulations on being selected to participate in this important Program.
Best regards,
Don Allan
President & Chief Executive Officer
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EXHIBIT 10.2
APPENDIX 1
LTIP 2025 – 2027: Goals and Plan Overview
Performance Goals:
Adjusted EBITDA: refers to the Non-GAAP EBITDA including normal adjustments between GAAP and non-GAAP
•Adjusted EBITDA, or Earnings Before Interest, Taxes, Depreciation and Amortization is a financial metric used to evaluate SBD's operating performance. By excluding interest, taxes, depreciation and amortization the metric provides a clearer picture of SBD's operational profitability as it focuses on earnings generated from core business activities without the effects of ancillary financial & accounting decisions. Lastly, Adjusted EBITDA allows for comparisons of a company and its peers within similar industries on how efficiently the company is generating profits from its operations.
CFROI Calculation
Calculation methodology:
Numerator = Cash from Operations Plus After-Tax Interest Expense
Denominator = Two Point Average (beginning and end of year) of Debt + Equity
•The threshold CFROI metric is set equal to the target CFROI less 100 basis points and the maximum CFROI metric is set equal to the target CFROI plus 100 basis points, consistent with the prior LTIP cycles. For acquisitions occurring during the plan years, CFROI actual performance may be adjusted to remove the acquired entities for comparability to established goals. Actual CFROI may be similarly adjusted for material divestitures. The cash outflow for “special” payments may be added back to the numerator. If so, the end of period Equity shall include an add-back for current period special charges
•Actual results may be recast to remove the impact of items that materially affect results but were not contemplated at time of goal development, subject to Board approval
TSR Calculation
•rTSR Goal – SWK percentile performance: Calculated based on an annualized rate of return reflecting share price appreciation and dividend reinvestment during the 36-month measurement period as compared with the S&P 500 Capital Goods Index.
oS&P 500 Capital Goods Index as comprised of 48 companies at the beginning of the performance period will be used to measure performance
oIf SWK TSR is negative over the three-year measurement period, there will be a cap on the payout at Target, regardless of whether the Company’s stock performs better than the 50th percentile of the S&P 500 Capital Goods Index
•rTSR Defined: Annualized rate of return reflecting share price appreciation and dividend reinvestment to purchase additional shares during the measurement period. Starting and ending share prices, respectively, will be measured based on the average of the closing price for each of the first (and last) 20 trading days of the performance period to smooth for daily volatility. The results of each company are ranked to determine SBD performance relative to the Index.
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EXHIBIT 10.2
APPENDIX 2
LONG-TERM PERFORMANCE AWARD TERMS
Grant of Performance Shares. This certifies that Stanley Black & Decker, Inc. (the “Company”) has on the Grant Date specified in this Award Certificate granted to the Participant named above a performance award (the “Performance Award”) of that number of Performance Shares indicated in this Award Certificate, subject to certain restrictions and on the terms and conditions contained in this Award Certificate and the Company’s 2024 Omnibus Award Plan, as amended from time to time (the “Plan”). A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this Award Certificate, the terms of the Plan shall govern. This Performance Award represents the right of the Participant to receive a number of shares of Common Stock equal to the number of earned Performance Shares based on the Company’s achievement of the Performance Goals for the Measurement Period, provided the employment requirements below are satisfied. For purposes of this Award Certificate, if the Participant is not employed by the Company, “Employer” means the Affiliate that employs the Participant. All capitalized terms used in this Award Certificate which are not defined in this Award Certificate (including Section 17 herein) shall have the meanings given them in the Plan unless the context clearly requires otherwise.
No Shareholder Rights. The Participant shall not have any rights of a shareholder, including but not limited to, the right to vote or to receive dividends, with respect to the Performance Award or any shares of Common Stock subject to the Performance Shares, until stock certificates, if any, have been issued to the Participant or Participant’s ownership has been otherwise recorded in settlement of earned Performance Shares.
Determination of Earned Performance Shares; Vesting.
General. As soon as reasonably practicable following the completion of the Measurement Period, the Committee will determine (i) whether and to what extent the Performance Goals have been achieved, and (ii) the number of Performance Shares that are deemed “earned” in respect of the Measurement Period as a result of such performance, with the number of earned Performance Shares to be linearly interpolated on a straight-line basis between specified levels of performance (i.e., for performance that falls above “threshold” level but below “target” level, or above “target” level but below “maximum” level). In order for any Performance Shares to be earned in respect of a Performance Goal, the “threshold” level of achievement with respect to such Performance Goal must be achieved, and in no event will more than the maximum number of Performance Shares be earned.
Adjustments. Notwithstanding any other provision hereof, the Performance Award and the Performance Goals may be adjusted up or down, at the sole discretion of the Committee, based upon any factors determined by the Committee to be appropriate, including without limitation (i) the impact of pandemics, war, or severe weather on the Company’s results of operations, (ii) any other unforeseen, unusual or extraordinary gains, losses, expenses, revenues, charges or credits not contemplated at the time of the determination of the Performance Goal establishment, and/or (iii) individual, business or regional performance.
Vesting. Any earned Performance Shares will become vested if, except as set forth below, the Participant remains continuously employed by the Company or an Affiliate until the Settlement Date (as defined below).
Termination of Employment.
General. Unless determined otherwise by the Committee, if the Participant’s employment with the Company or an Affiliate terminates prior to the Settlement Date for any reason other than as provided below in this Section 3, then the Participant will forfeit all rights in respect of the Performance Award and will not be entitled to receive any Common Stock or other payment under the Performance Award.
Death and Disability. Upon the Participant’s death or if the Participant’s employment is terminated as a result of the Participant’s Disability, the Performance Award will be settled pursuant to Section 5 at the same time as performance awards for active participants are settled, to the extent the Performance Goals have been achieved; except that, if the termination
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EXHIBIT 10.2
occurs prior to December 31 of the first year of the Measurement Period, any earned Performance Award shall be prorated based on the number of complete months in the Measurement Period that the Participant was employed by the Company.
Retirement. Upon the Participant’s Retirement, the Performance Award will be settled pursuant to Section 5 at the same time as performance awards for active participants are settled, to the extent the Performance Goals have been achieved; except that, if the termination occurs prior to December 31 of the first year of the Measurement Period, any earned Performance Award shall be prorated based on the number of complete months in the Measurement Period that the Participant was employed by the Company.
Divestiture. If, prior to the Settlement Date, the Participant’s employment with the Company and its Affiliates terminates as a result of a Qualifying Divestiture Termination, the Performance Award will be settled pursuant to Section 5 at the same time as performance awards for active participants are settled, to the extent the Performance Goals have been achieved; except that, if the termination occurs prior to the last day of the Measurement Period, any earned Performance Award shall be prorated based on the number of complete months in the Measurement Period that the Participant was employed by the Company.
Release. In the event of a termination of employment as described in Sections 4(b), 4(c) or 4(d), the Company may require the Participant to execute an effective release of claims in the form provided by the Company to receive the benefit of such provisions.
Restrictive Covenants. Notwithstanding anything herein, to be eligible to receive settlement of the Performance Award following a termination of employment as described in Sections 4(b) or 4(c), the Participant understands and agrees that (i) the Participant must comply with all Restrictive Covenants during the Restriction Period (notwithstanding any provisions of the Restrictive Covenants which by their original terms may terminate prior to the Settlement Date), and (ii) in the event the Participant fails to comply with any Restrictive Covenants, the Participant will forfeit any and all rights under the Performance Award, in each case, to the fullest extent permitted under applicable law.
Settlement of Performance Shares. The earned and vested Performance Shares will be settled as soon as practicable, and by no later than March 15th of the year, following the end of the Measurement Period (the date of such settlement, the “Settlement Date”). The Committee may, in its sole discretion, settle each earned and vested Performance Share in the form of: (a) cash, to the extent settlement in shares of Common Stock (x) becomes prohibited under applicable laws, (y) would require the Participant, the Company or the Employer to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and country of employment, if different), or (z) is administratively burdensome or (b) shares of Common Stock, but the Company may require the Participant to immediately sell such shares of Common Stock if necessary to comply with applicable laws (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such shares of Common Stock on the Participant’s behalf).
Restriction on Transfer. Performance Shares shall not be assignable, alienable, saleable, or transferable. The Performance Award shall be transferable only by will or the laws of descent and distribution. If the Participant purports to make any transfer of the Performance Award, except as aforesaid, the Performance Award and all rights thereunder shall terminate immediately. Notwithstanding the foregoing, the Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to receive shares of Common Stock (or cash in lieu thereof as provided in Section 5) with respect to the Performance Shares upon the death of the Participant.
Income Tax Matters.
Regardless of any action the Company or the Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Award, including the grant of the Performance Award, the vesting and settlement of the Performance Award, and the subsequent sale of any shares of Common Stock acquired pursuant to the Performance Award and (ii) do not commit to
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EXHIBIT 10.2
structure the terms of the grant or any aspect of the Performance Award to reduce or eliminate the Participant’s liability for Tax-Related Items.
Prior to settlement upon the vesting of the Performance Award, if the Participant’s country of residence (and country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the Performance Award that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock (or cash otherwise payable thereunder in the event of cash settlement). Depending on the withholding method specified in the Plan, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that the withholding of shares of Common Stock becomes prohibited under applicable law or otherwise may trigger adverse consequences to the Company or the Employer, the Company and the Employer may withhold the Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from the Participant’s regular salary and/or wages or any other amounts payable to the Participant, or may require the Participant to personally make payment of the Tax-Related Items required to be withheld. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Company or through the withholding of cash from the Participant’s regular salary and/or wages or other amounts payable to the Participant, no shares of Common Stock will be issued to the Participant (or the Participant’s estate) upon vesting or settlement of the Performance Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any Tax-Related Items that the Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such Performance Award. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, the Participant shall be deemed to have been issued the full number of shares of Common Stock issuable upon vesting, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the Performance Award.
The Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of shares of Common Stock that cannot be satisfied by the means described herein. The Company may refuse to deliver any shares of Common Stock due upon settlement of the Performance Award if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described herein. If the Participant is subject to taxation in more than one country, the Participant acknowledges that the Company, the Employer or one or more of their respective Affiliates may be required to withhold or account for Tax-Related Items in more than one country. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet the Participant’s obligation for Tax-Related Items. By accepting this Performance Award, the Participant expressly consents to the withholding of shares of Common Stock and/or withholding from the Participant’s regular salary and/or wages or other amounts payable to the Participant as provided for hereunder. All other Tax-Related Items related to the Performance Award and any shares of Common Stock delivered in payment thereof shall be the Participant’s sole responsibility.
Legal and Tax Compliance; Cooperation. If the Participant is a resident and/or employed outside of the United States, the Participant agrees, as a condition of the grant of the Performance Award, to repatriate all payments attributable to the shares of Common Stock acquired under the Plan (including, but not limited to, any proceeds derived from the sale of the shares of Common Stock acquired pursuant to the Performance Award) if required by and in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and/or country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and regulations in the Participant’s country of residence (and/or country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and/or country of employment, if different).
Data Privacy. The Company is located at 1000 Stanley Drive, New Britain, Connecticut 06053 U.S.A. and grants Awards to acquire shares of Common Stock under the Plan to employees of the Company and its Affiliates, at its sole discretion. In accepting the Performance Award granted under the Plan, the Participant should carefully review the following information about the Company’s data processing practices.
5
EXHIBIT 10.2
Data Collection, Processing and Usage. The Company collects, processes and uses personal data of employees, including name, home address, email address and telephone number, date of birth, social insurance, passport or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards to acquire shares of Common Stock canceled, vested, or outstanding in the Participant’s favor, which the Company receives from the Participant or, if different, the Employer (“Personal Information”). If the Company grants the Participant an Award under the Plan, then the Company will collect the Participant’s Personal Information for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company’s legal basis for collecting, processing and using the Participant’s Personal Information will be the Company’s necessity to execute its contractual obligations under this Award Certificate and to comply with its legal obligations.
Stock Plan Administration Service Providers. The Company transfers the Participant’s Personal Information as necessary and appropriate to Bank of America Merrill Lynch and its affiliates (“BAML”), an independent service provider based in the United States which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Participant’s data with another company that serves in a similar manner. BAML will open an account for the Participant to receive and trade shares of Common Stock the Participant acquires under the Plan. The Participant will be asked to agree to separate terms and data processing practices with BAML, which is a condition of the Participant’s ability to participate in the Plan.
International Data Transfers. The Participant’s Personal Information may be transferred to or otherwise processed in the United States or other jurisdictions besides the Participant’s own. The Participant should note that the Participant’s country of residence (and country of employment, if different) may have enacted data privacy laws that are different from those of the recipient country. Such transfers will be made pursuant to Company policies and data protection measures as detailed in the Company’s Employee Privacy Policy, available by contacting Participant’s local HR manager or Global Privacy Office.
Data Retention. The Company will use the Participant’s Personal Information as long as is necessary to implement, administer and manage the Participant’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and security laws. When the Company no longer needs the Participant’s Personal Information, the Company will remove it from its systems.
Voluntariness. The Participant’s participation in the Plan is purely voluntary. If the Participant elects not to participate in the Plan, the Participant’s decision would not affect the Participant’s salary as an employee of the Employer or the Participant’s career; the Participant would merely forfeit the opportunities associated with the Plan.
Individual Rights. The Participant may have a number of rights under data privacy laws in the Participant’s country of residence (and country of employment, if different). Depending on where the Participant is based, the Participant’s rights may include the right to (i) request access or copies of Personal Information the Company processes pursuant to this Award Certificate, (ii) request to rectify incorrect Personal Information, (iii) request to delete Personal Information, (iv) request to restrict Personal Information processing, and/or (v) lodge complaints with competent authorities in the Participant’s country of residence (and country of employment, if different). To receive clarification regarding the Participant’s rights or to exercise the Participant’s rights, the Participant should contact the Participant’s local HR department. A response to the Participant’s request will be provided consistent with applicable law.
SBD Employee Privacy Notice. All collection and use of the Participant’s Personal Information under this notice is made pursuant to the Company’s Employee Privacy Notice (the “Privacy Notice”), which the Participant has previously received. Please see the Privacy Notice for additional information on the Company’s policies regarding data retention, data security and other important information.
6
EXHIBIT 10.2
| By accepting the Performance Award as granted under the Plan, the Participant explicitly declares that the Participant has been informed about the collection, processing and use of the Participant’s Personal Information by the Company and the transfer of the Participant’s Personal Information to the recipients mentioned above, including recipients located in countries that have different data protection rules than in the Participant’s country of residence. | ||
Insider Trading/Market Abuse Laws. By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). The Participant further acknowledges that, depending on the Participant’s or the Participant’s broker’s country of residence or where the shares of Common Stock are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., the Performance Award) or rights linked to the value of shares of Common Stock, during such times the Participant is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Participant’s country of residence (or country of employment, if different). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (a) disclosing the inside information to any third party (other than on a “need to know” basis) and (b) “tipping” third parties or causing them otherwise to buy or sell securities. The Participant understands that third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company’s insider trading policy. The Participant acknowledges that it is the Participant’s personal responsibility to comply with any applicable restrictions, and that the Participant should consult with the Participant’s personal advisor on this matter.
Private Placement. If the Participant is a resident and/or employed outside of the United States, the Participant acknowledges that the grant of the Performance Award is not intended to be a public offering of securities in the Participant’s country of residence (country of employment, if different). The Participant further acknowledges that the Company has not submitted any registration statement, prospectus or other filing with any securities authority other than the U.S. Securities and Exchange Commission with respect to the grant of the Performance Award, unless otherwise required under local law. No employee of the Company is permitted to advise the Participant on whether the Participant should acquire shares of Common Stock under the Plan or provide the Participant with any legal, tax or financial advice with respect to the grant of the Performance Award. The acquisition of shares of Common Stock involves certain risks, and the Participant should carefully consider all risk factors and tax considerations relevant to the acquisition of shares of Common Stock under the Plan and the disposition of them. Further, the Participant should carefully review all of the materials related to the Performance Award and the Plan, and the Participant should consult with the Participant’s personal legal, tax and financial advisors for professional advice in relation to the Participant’s personal circumstances.
Other. The Company shall not be required to issue any certificate or certificates for shares of Common Stock upon settlement of the earned Performance Shares (i) if the Common Stock is not listed on any national securities exchange, (ii) prior to the completion of any registration or other qualification of such shares of Common Stock under any state or federal law or rulings or regulations of any governmental regulatory body, and (iii) prior to the Company obtaining any consent or approval or other clearance from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable. Shares of Common Stock to be issued in respect of earned Performance Shares will be issued only in compliance with the Securities Act of 1933, as amended (the “Act”), and any other applicable securities laws, and the Participant shall comply with any requirements imposed by the Committee under such laws. If the Participant qualifies as an “affiliate” (as that term is defined in Rule 144 (“Rule 144”) promulgated under the Act), upon demand by the Company, the Participant (or any person acting on the Participant’s behalf) shall deliver to the Treasurer at the time of settlement of the earned Performance Shares a written representation that the Participant will acquire shares of Common Stock pursuant to the Plan for the Participant’s own account, that the Participant is not taking the shares of Common Stock with a view to distribution and that the Participant will dispose of the shares of Common Stock only in compliance with Rule 144.
No Right to Continued Employment. This Performance Award does not confer on the Participant any right with respect to the continuation of employment with the Company or any Affiliate, nor will it interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s employment at any time.
7
EXHIBIT 10.2
Governing Law; Venue. The Plan, this Award Certificate and all determinations made and actions taken pursuant to the Plan or Award Certificate shall be determined in accordance with the laws of the State of Connecticut and applicable Federal law. Any disputes regarding this Performance Award, the Award Certificate or the Plan shall be brought only in the United States in the state or federal courts of the State of Connecticut.
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Performance Award or other awards granted to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Binding Effect. The grant of this Performance Award shall be binding and effective only if this Award Certificate is executed by or delivered on behalf of the Company.
Definitions. As used in this Award Certificate:
“Disability” has the meaning provided in Section 22(e)(3) of the Code, or any successor provision.
“Divestiture” means the consummation of a sale or other disposition of a subsidiary, division, business unit, or other organizational unit, whether such disposition is effected by means of a sale of assets, a sale of subsidiary equity or other ownership interest, or otherwise, in each case that is designated by the Company, in its sole discretion, as a “Divestiture.” For the avoidance of doubt, any transaction that is a Change in Control shall not constitute a Divestiture.
“Measurement Period” means the period during which performance is measured against the Performance Goals, as set forth in the Award Certificate.
“Performance Goals” means the goals established by the Committee or, pursuant to an appropriate delegation of authority, the Chief Executive Officer, for performance of the Company as a whole and/or specific businesses or functions during the Measurement Period. The Performance Goals applicable to this Performance Awards are as set forth in this Award Certificate.
“Qualifying Divestiture Termination” means a termination of the Participant’s employment with the Company and its Affiliates in connection with a Divestiture as a result of (i) the Participant becoming employed by the purchaser in such Divestiture or its affiliate immediately following the Divestiture; (ii) the Participant not receiving qualifying offer of employment from the purchaser in such Divestiture or its affiliate, as determined by the Company, in its sole discretion; or (iii) Participant’s employing entity ceasing to be an Affiliate of the Company as a result of the Divestiture.
“Restriction Period” means the period of time between the date upon which the Participant cease to be an employee of the Company and its Affiliates and the Settlement Date, or the period of restriction contained in any Restrictive Covenant Agreement executed by the Participant with respect to Participant’s employment with the Company, whichever is longer.
“Restrictive Covenants” means any restrictive covenants contained in any Restrictive Covenant Agreement executed by the Participant regarding his or her employment with the Company or an Affiliate.
“Retirement” means the Participant’s termination of employment with the Company and each of its Affiliates after (i) attaining the age of 55 and completing 10 years of service, or (ii) attaining the age of 65 and completing one or more years of service.
English Language. If the Participant is resident and/or employed outside of the United States, the Participant acknowledges and agrees that it is the Participant’s express intent that this Award Certificate, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Performance Award, be drawn up in English. If the Participant has received this Award Certificate, the Plan or any other documents related to the Performance Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.
8
EXHIBIT 10.2
Clawback/Recoupment Policy. Notwithstanding any other provision of this Award Certificate to the contrary, the Participant acknowledges and agrees that all shares of Common Stock acquired pursuant to the Plan shall be and remain subject to any incentive compensation clawback or recoupment policy of the Company currently in effect or as may be adopted by the Company (including, without limitation, the Stanley Black & Decker, Inc. Financial Statement Compensation Recoupment Policy) and, in each case, as may be amended from time to time. No such policy adoption or amendment shall require the Participant’s prior consent. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Committee to hold the Participant’s shares of Common Stock, and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company, and (ii) the Company’s recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Affiliate in order to comply with such policies or applicable law. To the extent that the terms of this Award Certificate and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail. The Committee or the Board may provide for the cancellation or forfeiture of the Performance Award or the forfeiture and repayment to the Company of any gain related to the Performance Award, or other provisions intended to have a similar effect, upon such other terms and conditions as may be determined by the Committee or the Board from time to time, including, without limitation, in the event that a Participant, during employment or other service with the Company or an Affiliate, engages in activity detrimental to the business of the Company.
Addendum. Notwithstanding any provisions of this Award Certificate to the contrary, the Performance Award shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in an applicable Addendum to this Award Certificate. Further, if the Participant transfers residence and/or employment to another country reflected in an Addendum to this Award Certificate, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules, and regulations or to facilitate the operation and administration of the Performance Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of this Award Certificate.
Additional Requirements; Amendments. The Company reserves the right to impose other requirements on the Performance Award, any shares of Common Stock acquired pursuant to the Performance Award and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Performance Award and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. In addition, the Company reserves the right to amend the terms and conditions reflected in this Award Certificate, without the Participant’s consent, either prospectively or retroactively, to the extent that such amendment does not materially affect the Participant’s rights under the Performance Award except as otherwise permitted under the Plan or this Award Certificate.
Nature of the Grant. In accepting the Performance Award, the Participant hereby acknowledges that:
the Plan is established voluntarily by the Company, is discretionary in nature and may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan;
the grant of the Performance Award is voluntary and does not create any contractual or other right to receive future Performance Awards or benefits in lieu of a Performance Award, even if Performance Awards have been granted in the past;
all decisions with respect to future Performance Awards or other grants, if any, will be at the sole discretion of the Company;
the grant of the Performance Award and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Affiliate shall not interfere with the ability of the Company, the Employer or any other Affiliate to terminate the Participant’s employment relationship (if any);
9
EXHIBIT 10.2
the Participant is voluntarily participating in the Plan;
the Performance Award and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;
the Performance Award and any shares of Common Stock acquired under the Plan, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment contract, if any;
the Performance Award and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments;
the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Common Stock acquired under the Plan may increase or decrease in the future;
no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Award resulting from termination of the Participant’s status as an employee (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any);
on the date of termination of the Participant’s status as an employee (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), the Participant’s right to participate in the Plan, if any, will terminate (for purposes of the foregoing, the Committee shall have exclusive discretion to determine the effective date the Participant is no longer an employee);
neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares of Common Stock acquired or sold under the Plan;
in consideration of the grant of the Performance Award, no claim or entitlement to compensation or damages shall arise from termination of the Performance Award, or recoupment of any shares of Common Stock acquired under the Plan, or diminution in value of the Performance Award or shares of Common Stock acquired upon vesting of the Performance Award resulting from (A) termination of employment by the Company or the Employer, as applicable (for any reason whatsoever and whether or not in breach of applicable labor laws), and / or (B) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and the Participant hereby irrevocably releases the Company, the Employer and any Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the Performance Award, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim; and
in the event of termination of the Participant’s employment with the Company (whether or not in breach of local labor laws), the Participant’s right to receive the Performance Award and vest in the Performance Award under the Plan, if any, will terminate effective as of the date of termination of the Participant’s active employment as determined in the discretion of the Committee unless otherwise provided in this Award Certificate or the Plan; furthermore, in the event of termination of the Participant’s employment (regardless of any contractual or local law requirements), the Participant’s right to vest in the Performance Award after such termination, if any, will be measured by the date of termination of the Participant’s active employment; the Committee will have the discretion to determine the date of termination of the Participant’s active employment for purposes of the Performance Award.
Section 409A. For the avoidance of doubt, if the Participant is subject to U.S. income taxation and is a “specified employee” (within the meaning of Section 409A of the Code) at the time of the Participant’s separation from service, and the
10
EXHIBIT 10.2
Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled settlement date, but will instead pay it, without interest, on the first business day of the seventh month after the Participant’s separation from service or, if earlier, on the Participant’s death. In addition, if the Participant is subject to U.S. income taxation and the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation, any vesting and settlement acceleration of such deferred compensation upon the Participant’s termination of employment shall not be effective unless such termination of employment also constitutes a separation from service under Section 409A of the Code.
Acceptance. By electronically accepting the grant of this Performance Award, the Participant affirmatively and expressly acknowledges that the Participant has read this Award Certificate, the Addendum to the Award Certificate (as applicable), and the Plan, and specifically accepts and agrees to the provisions therein. The Participant also affirmatively and expressly acknowledges that the Company, in its sole discretion, may amend the terms and conditions reflected in this Award Certificate without the Participant’s consent, either prospectively or retroactively, to the extent that such amendment does not materially impair the Participant’s rights under the Performance Award, and the Participant agrees to be bound by such amendment regardless of whether notice is given to the Participant of such change.
Miscellaneous. All decisions or interpretations of the Committee with respect to any question arising under the Plan or this Performance Award shall be binding, conclusive and final. The waiver by the Company of any provision of this Performance Award shall not operate as or be construed to be a subsequent waiver of the same provision or of any other provision of this Performance Award. The Participant agrees to execute such other agreements, documents or assignments as may be necessary or desirable to effect the purposes of this Performance Award.
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EXHIBIT 10.3
2024 Omnibus Award Plan
Stock Option Award Certificate
Subject to the terms and conditions set forth in this certificate,
/$ParticipantName$/ has been awarded an Option to purchase /$AwardsGranted$/ shares of Common Stock as follows:
Grant Date: /$GrantDate$/
Expiration Date: /$ExpirationDate$/
Purchase Price Per Share: /$GrantPrice$/
Vests: as set forth in your Equity Plan account for this Option grant
Stanley Black & Decker, Inc.
As a member of the Stanley Black & Decker team, your skills and contributions are vital to our Company’s and its Shareholders’ continued success. This award of stock options provides you with the opportunity to earn significant financial rewards for your efforts and contributions to making Stanley Black & Decker the most successful company it can be.
On behalf of the Board of Directors, Congratulations.
Donald Allan Jr.
President & Chief Executive Officer
Stanley Black & Decker, Inc.
1
EXHIBIT 10.3
NON-QUALIFIED STOCK OPTION TERMS
1.Grant of Option. This certifies that Stanley Black & Decker, Inc. (the “Company”) has on the Grant Date granted to the Participant named above in this Award Certificate the option (the “Option”) to purchase, on or before the Expiration Date at the Purchase Price per Share of the Company’s common stock, par value $2.50 per share (the “Common Stock”) all as set forth in this Award Certificate. The Option is granted subject to the following terms and conditions and the terms and conditions of the Company’s 2024 Omnibus Award Plan, as amended from time to time (the “Plan”). A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this Award Certificate, the terms of the Plan shall govern. For purposes of this Award Certificate, if the Participant is not employed by the Company, “Employer” means the Affiliate that employs the Participant. All capitalized terms used in this Award Certificate which are not defined in this Award Certificate (including Section 17 herein) shall have the meanings given them in the Plan unless the context clearly requires otherwise.
2.Vesting; Exercisability. Subject to the terms and conditions of this Award Certificate and the Plan, the Option shall vest and become exercisable in the amounts and on the dates specified in the Participant’s Merrill Lynch (or subsequent record keeper’s) account for this Option, provided the Participant remains continuously employed by the Company or an Affiliate until the applicable vesting date. Once vested, the vested portion of the Option may be exercised, from time to time, from the applicable vesting date until the earlier of (i) the Expiration Date or (ii) the applicable date described below in Section 4 regarding termination of employment. Shares of Common Stock may be purchased hereunder only to the extent that this Option has become vested.
3.Termination of Employment.
(a)General. If, prior to vesting of the Option pursuant to Section 2, the Participant ceases to be continuously employed by either the Company or an Affiliate for any reason other than as provided below in this Section 3, then the unvested portion of the Option shall be immediately and irrevocably forfeited. Approved leaves of absence or employment transfers between the Company or an Affiliate (or vice versa) shall not be deemed terminations or interruptions of employment for vesting of the Option.
(b)Death and Disability. Upon the Participant’s death or if the Participant’s employment is terminated as a result of the Participant’s Disability, the Option shall become immediately vested in full.
(c)Retirement. Upon the Participant’s Retirement, the Option shall become immediately vested in full.
(d)Divestiture. If, prior to the vesting date for any portion of the Option, the Participant’s employment with the Company and its Affiliates terminates as a result of a Qualifying Divestiture Termination, then a pro-rata portion of each unvested tranche of the Options shall become immediately vested in an amount equal to (i) the total number of Options in such tranche subject to this Award Certificate, multiplied by (ii) a fraction, the numerator of which is the number of the Participant’s completed full months of service from the Grant Date to the date of the Qualifying Divestiture Termination and the denominator of which is the number of full months between the Grant Date to the originally scheduled vesting date of such tranche under this Award Certificate. Any Options remaining unvested as of the date of the Participant’s termination due to the Divestiture after the application of this Section 3(d) will be forfeited.
4.Exercisability Following Termination of Employment. Notwithstanding any other provisions:
(a)General. If the Participant ceases to be continuously employed by either the Company or an Affiliate for any reason other than Retirement, death, Disability, the Participant may exercise the
2
EXHIBIT 10.3
portion of the Option that has become vested as of the Participant’s termination date (after giving effect to Section 3) until the earlier of (i) the Expiration Date or (ii) 60 days following such termination date.
(b)Retirement, death, and Disability. If the Participant’s employment terminates due to Retirement, death or Disability, the Participant (or, following the Participant’s death, the person designated in the Participant’s last will and testament or if no person is designated, the Participant’s estate) may exercise the vested Option until the Expiration Date.
(c)Company Obligation. In the event the Option is exercised by the executors, administrators, legatees or distributees of the estate of the Participant, the Company shall be under no obligation to issue shares unless the Company is satisfied that the person or persons exercising the Option are the duly appointed legal representatives of the Participant’s estate or the proper legatees or distributees thereof.
5.Process of Exercise. The vested portion of the Option may be exercised, in whole or in part, by written notification to the Company’s Treasurer at the Company’s executive offices in New Britain, Connecticut, or by any other procedure established by the Company from time to time. Such notification shall (i) specify the number of shares of Common Stock with respect to which the Option is being exercised, and (ii) be accompanied by payment for such shares of Common Stock. Such notification shall be effective upon its receipt by the Treasurer or any other party designated by the Treasurer on or before the Expiration Date. The Option may not be exercised with respect to a fractional share or with respect to the lesser of 100 shares or the balance of the shares then covered by the Option. In the event the Expiration Date falls on a day which is not a regular business day at the Company’s executive offices in New Britain, Connecticut, then such written notification must be received at such office on or before the last regular business day prior to the Expiration Date. Payment is to be made by check payable to the order of Stanley Black & Decker, Inc. or by one of the alternative methods of payment described in the Plan and acceptable to the Committee. No shares of Common Stock shall be issued on exercise of the Option until full payment for such shares of Common Stock has been made and all checks delivered in payment therefor have been collected. The Participant shall not have any rights of a shareholder with respect to the Option, including but not limited to, the right to vote or to receive dividends, until stock certificates have been issued to the Participant or the Participant’s ownership has been otherwise recorded.
6.Transferability. Except as otherwise provided in the Plan, the Option is not transferable by the Participant otherwise than (a) by will or by the laws of descent and distribution, (b) pursuant to a domestic relations order, or (c) following the Participant’s Retirement, in whole or in part and without payment of consideration, to the Participant’s Immediate Family Members. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. The Company reserves the right to charge administrative fees in respect of such transfers.
7.Income Tax Matters.
(a)Regardless of any action the Company or the Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant of the Option, the exercise of the Option, the subsequent sale of any shares of Common Stock acquired pursuant to the Option and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.
(b)Prior to the delivery of shares of Common Stock upon the exercise of the Option, if the Participant’s country of residence (and country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole shares of Common Stock
3
EXHIBIT 10.3
otherwise issuable upon the exercise of the Option that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. Depending on the withholding method specified in the Plan, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that the withholding of shares of Common Stock becomes prohibited under applicable law or otherwise may trigger adverse consequences to the Company or the Employer, the Company and the Employer may withhold the Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from the Participant’s regular salary and/or wages or any other amounts payable to the Participant, or may require the Participant to personally make payment of the Tax-Related Items required to be withheld. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Company or through the withholding of cash from the Participant’s regular salary and/or wages or other amounts payable to the Participant, no shares of Common Stock will be issued to the Participant (or the Participant’s estate) upon exercise of the Option unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any Tax-Related Items that the Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such Option. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, the Participant shall be deemed to have been issued the full number of shares of Common Stock issuable upon exercise, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items due as a result of the exercise or any other aspect of the Option.
(c)The Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of shares of Common Stock that cannot be satisfied by the means described herein. The Company may refuse to deliver any shares of Common Stock due upon exercise of the Option if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described herein. If the Participant is subject to taxation in more than one country, the Participant acknowledges that the Company, the Employer or one or more of their respective Affiliates may be required to withhold or account for Tax-Related Items in more than one country. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet the Participant’s obligation for Tax-Related Items. By accepting this Option, the Participant expressly consents to the withholding of shares of Common Stock and/or withholding from the Participant’s regular salary and/or wages or other amounts payable to the Participant as provided for hereunder. All other Tax-Related Items related to the Option and any shares of Common Stock delivered in payment thereof shall be the Participant’s sole responsibility.
8.Legal and Tax Compliance; Cooperation. If the Participant is a resident and/or employed outside of the United States, the Participant agrees, as a condition of the grant of the Option, to repatriate all payments attributable to the shares of Common Stock acquired under the Plan (including, but not limited to, any proceeds derived from the sale of the shares of Common Stock acquired pursuant to the Option) if required by and in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and/or country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and regulations in the Participant’s country of residence (and/or country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and/or country of employment, if different).
9.Data Privacy. The Company is located at 1000 Stanley Drive, New Britain Connecticut 06053 U.S.A. and grants Options to acquire shares of Common Stock under the Plan to employees of the Company and its Affiliates, at its sole discretion. In accepting the Option granted under the Plan, the Participant should carefully review the following information about the Company’s data processing practices.
4
EXHIBIT 10.3
(a)Data Collection, Processing and Usage. The Company collects, processes and uses personal data of employees, including name, home address, email address and telephone number, date of birth, social insurance, passport or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Options to acquire shares of Common Stock canceled, vested, or outstanding in the Participant’s favor, which the Company receives from the Participant or, if different, the Employer (“Personal Information”). If the Company grants the Participant an Option under the Plan, then the Company will collect the Participant’s Personal Information for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company’s legal basis for collecting, processing and using the Participant’s Personal Information will be the Company’s necessity to execute its contractual obligations under this Award Certificate and to comply with its legal obligations.
(b)Stock Plan Administration Service Providers. The Company transfers the Participant’s Personal Information as necessary and appropriate to Bank of America Merrill Lynch and its affiliates (“BAML”), an independent service provider based in the United States which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Participant’s data with another company that serves in a similar manner. BAML will open an account for the Participant to receive and trade shares of Common Stock the Participant acquires under the Plan. The Participant will be asked to agree to separate terms and data processing practices with BAML, which is a condition of the Participant’s ability to participate in the Plan.
(c)International Data Transfers. The Participant’s Personal Information may be transferred to or otherwise processed in the United States or other jurisdictions besides the Participant’s own. The Participant should note that the Participant’s country of residence (and country of employment, if different) may have enacted data privacy laws that are different from those of the recipient country. Such transfers will be made pursuant to Company policies and data protection measures as detailed in the Company’s Employee Privacy Policy, available by contacting the Participant’s local HR manager or Global Privacy Office.
(d)Data Retention. The Company will use the Participant’s Personal Information as long as is necessary to implement, administer and manage the Participant’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and security laws. When the Company no longer needs the Participant’s Personal Information, the Company will remove it from its systems.
(e)Voluntariness. The Participant’s participation in the Plan is purely voluntary. If the Participant elects not to participate in the Plan, the Participant’s decision would not affect the Participant’s salary as an employee of the Employer or the Participant’s career; the Participant would merely forfeit the opportunities associated with the Plan.
(f)Individual Rights. The Participant may have a number of rights under data privacy laws in the Participant’s country of residence (and country of employment, if different). Depending on where the Participant is based, the Participant’s rights may include the right to (i) request access or copies of Personal Information the Company processes pursuant to this Award Certificate, (ii) request to rectify incorrect Personal Information, (iii) request to delete Personal Information, (iv) request to restrict Personal Information processing, and/or (v) lodge complaints with competent authorities in the Participant’s country of residence (and country of employment, if different). To receive clarification regarding the Participant’s rights or to exercise the Participant’s rights, the Participant should contact the Participant’s local HR department. A response to the Participant’s request will be provided consistent with applicable law.
(g)SBD Employee Privacy Notice. All collection and use of the Participant’s Personal Information under this Notice is made pursuant to the Company’s Employee Privacy Notice (the “Privacy Notice”), which the Participant has previously received. Please see the Privacy Notice for additional information on the Company’s policies regarding data retention, data security and other important information.
5
EXHIBIT 10.3
| By accepting the Option as granted under the Plan, the Participant explicitly declares that the Participant has been informed about the collection, processing and use of the Participant’s Personal Information by the Company and the transfer of the Participant’s Personal Information to the recipients mentioned above, including recipients located in countries that have different data protection rules than in the Participant’s country of residence. | ||
10.Insider Trading/Market Abuse Laws. By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). The Participant further acknowledges that, depending on the Participant’s or the Participant’s broker’s country of residence or where the shares of Common Stock are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to purchase shares of Common Stock (e.g., Option) or rights linked to the value of shares of Common Stock, during such times the Participant is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Participant’s country of residence (or country of employment, if different). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (a) disclosing the inside information to any third party (other than on a “need to know” basis) and (b) “tipping” third parties or causing them otherwise to buy or sell securities. The Participant understands that third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company’s insider trading policy. The Participant acknowledges that it is the Participant’s personal responsibility to comply with any applicable restrictions, and that the Participant should consult with the Participant’s personal advisor on this matter.
11.Private Placement. If the Participant is a resident and/or employed outside of the United States, the Participant acknowledges that the grant of the Option is not intended to be a public offering of securities in the Participant’s country of residence (country of employment, if different). The Participant further acknowledges that the Company has not submitted any registration statement, prospectus or other filing with any securities authority other than the U.S. Securities and Exchange Commission with respect to the grant of the Option, unless otherwise required under local law. No employee of the Company is permitted to advise the Participant on whether the Participant should acquire shares of Common Stock under the Plan or provide the Participant with any legal, tax or financial advice with respect to the grant of the Option. The acquisition of shares of Common Stock involves certain risks, and the Participant should carefully consider all risk factors and tax considerations relevant to the acquisition of shares of Common Stock under the Plan and the disposition of them. Further, the Participant should carefully review all of the materials related to the Option and the Plan, and the Participant should consult with the Participant’s personal legal, tax and financial advisors for professional advice in relation to the Participant’s personal circumstances.
12.Other. The Company shall not be required to issue any certificate or certificates for shares of Common Stock upon settlement of the Options (i) if the Common Stock is not listed on any national securities exchange, (ii) prior to the completion of any registration or other qualification of such shares of Common Stock under any state or federal law or rulings or regulations of any governmental regulatory body, and (iii) prior to the Company obtaining any consent or approval or other clearance from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable. Shares of Common Stock to be issued in respect of Options will be issued only in compliance with the Securities Act of 1933, as amended (the “Act”), and any other applicable securities laws, and the Participant shall comply with any requirements imposed by the Committee under such laws. If the Participant qualifies as an “affiliate” (as that term is defined in Rule 144 (“Rule 144”) promulgated under the Act), upon demand by the Company, the Participant (or any person acting on the Participant’s behalf) shall deliver to the Treasurer at the time of settlement of the Options a written representation that the Participant will acquire shares of Common Stock pursuant to the Plan for the Participant’s own account, that the Participant is not taking the shares with a view to distribution and that the Participant will dispose of the shares of Common Stock only in compliance with Rule 144.
6
EXHIBIT 10.3
13.No Right to Continued Employment. The Option does not confer upon the Participant any right with respect to continuation of employment with the Company or any Affiliate, nor will not interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s employment at any time.
14.Governing Law; Venue. The Plan, this Award Certificate and all determinations made and actions taken pursuant to the Plan or Award Certificate shall be determined in accordance with the laws of the State of Connecticut and applicable Federal law. Any disputes regarding this Option, the Award Certificate or the Plan shall be brought only in the United States in the state or federal courts of the State of Connecticut.
15.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Option or other Options granted to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
16.Binding Effect. The grant of this Option shall be binding and effective only if this Award Certificate is executed by or delivered on behalf of the Company.
17.Definitions. As used in this Award Certificate:
(a)“Disability” has the meaning provided in Section 22(e)(3) of the Code, or any successor provision.
(b)“Divestiture” means the consummation of a sale or other disposition of a subsidiary, division, business unit, or other organizational unit, whether such disposition is effected by means of a sale of assets, a sale of subsidiary equity or other ownership interest, or otherwise, in each case that is designated by the Company, in its sole discretion, as a “Divestiture.” For the avoidance of doubt, any transaction that is a Change in Control shall not constitute a Divestiture.
(c)“Qualifying Divestiture Termination” means a termination of the Participant’s employment with the Company and its Affiliates in connection with a Divestiture as a result of (i) the Participant becoming employed by the purchaser in such Divestiture or its affiliate immediately following the Divestiture; (ii) the Participant not receiving qualifying offer of employment from the purchaser in such Divestiture or its affiliate, as determined by the Company, in its sole discretion; or (iii) Participant’s employing entity ceasing to be an Affiliate of the Company as a result of the Divestiture.
(d)“Retirement” means the Participant’s termination of employment with the Company and each of its Affiliates after (i) attaining the age of 55 and completing 10 years of service, or (ii) attaining the age of 65 and completing one or more years of service.
18.English Language. If the Participant is resident and/or employed outside of the United States, the Participant acknowledges and agrees that it is the Participant’s express intent that this Award Certificate, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Option, be drawn up in English. If the Participant has received this Award Certificate, the Plan or any other documents related to the Option translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.
19.Clawback/Recoupment Policy. Notwithstanding any other provision of this Award Certificate to the contrary, the Participant acknowledges and agrees that all shares of Common Stock acquired pursuant to the Plan shall be and remain subject to any incentive compensation clawback or recoupment policy of the Company currently in effect or as may be adopted by the Company, to the extent applicable (including, without limitation, the Stanley Black & Decker, Inc. Financial Statement Compensation Recoupment Policy) and, in each case, as may be amended from time to time. No such policy adoption or amendment shall require the Participant’s prior consent. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to
7
EXHIBIT 10.3
any brokerage firm and/or third party administrator engaged by the Committee to hold the Participant’s shares of Common Stock, and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company, and (ii) the Company’s recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Affiliate in order to comply with such policies or applicable law. To the extent that the terms of this Award Certificate and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.
20.Addendum. Notwithstanding any provisions of this Award Certificate to the contrary, the Option shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in an applicable Addendum to this Award Certificate. Further, if the Participant transfers residence and/or employment to another country reflected in an Addendum to this Award Certificate, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules, and regulations or to facilitate the operation and administration of the Option and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of this Award Certificate.
21.Additional Requirements; Amendments. The Company reserves the right to impose other requirements on the Option, any shares of Common Stock acquired pursuant to the Option and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Option and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. In addition, the Company reserves the right to amend the terms and conditions reflected in this Award Certificate, without the Participant’s consent, either prospectively or retroactively, to the extent that such amendment does not materially affect the Participant’s rights under the Option except as otherwise permitted under the Plan or this Award Certificate.
22.Nature of the Grant. In accepting the Option, the Participant hereby acknowledges that:
(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan;
(b)the grant of the Option is voluntary and does not create any contractual or other right to receive future Options or benefits in lieu of an Option, even if Options have been granted in the past;
(c)all decisions with respect to future Options or other grants, if any, will be at the sole discretion of the Company;
(d)the grant of the Options and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Affiliate shall not interfere with the ability of the Company, the Employer or any other Affiliate to terminate the Participant’s employment relationship (if any);
(e)the Participant is voluntarily participating in the Plan;
(f)the Option and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;
(g)the Option and any shares of Common Stock acquired under the Plan, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment contract, if any;
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EXHIBIT 10.3
(h)the Option and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments;
(i)the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Common Stock acquired under the Plan may increase or decrease in the future;
(j)no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from termination of the Participant’s status as an employee (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any);
(k)on the date of termination of the Participant’s status as an employee (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), the Participant’s right to participate in the Plan, if any, will terminate (for purposes of the foregoing, the Committee shall have exclusive discretion to determine the effective date the Participant is no longer an employee);
(l)neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares of Common Stock acquired or sold under the Plan;
(m)in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option, or recoupment of any shares of Common Stock acquired under the Plan, or diminution in value of the Option or shares of Common Stock acquired upon vesting of the Option resulting from (A) termination of employment by the Company or the Employer, as applicable (for any reason whatsoever and whether or not in breach of applicable labor laws), and / or (B) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and the Participant hereby irrevocably releases the Company, the Employer and any Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the Option, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim; and
(n)in the event of termination of the Participant’s employment with the Company (whether or not in breach of local labor laws), the Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date of termination of the Participant’s active employment as determined in the discretion of the Committee unless otherwise provided in this Award Certificate or the Plan; furthermore, in the event of termination of the Participant’s employment (regardless of any contractual or local law requirements), the Participant’s right to vest in the Option after such termination, if any, will be measured by the date of termination of the Participant’s active employment; the Committee will have the discretion to determine the date of termination of the Participant’s active employment for purposes of the Option.
23.Section 409A. For the avoidance of doubt, if the Participant is subject to U.S. income taxation and is a “specified employee” (within the meaning of Section 409A of the Code) at the time of the Participant’s separation from service, and the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled settlement date, but will instead pay it, without interest, on the first business day of the seventh month after the Participant’s separation from service or, if earlier, on the Participant’s death. In addition, if the Participant is subject to U.S. income taxation and the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation, any vesting and settlement acceleration of
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EXHIBIT 10.3
such deferred compensation upon the Participant’s termination of employment shall not be effective unless such termination of employment also constitutes a separation from service under Section 409A of the Code.
24.Acceptance. By electronically accepting the grant of this Option, the Participant affirmatively and expressly acknowledges that the Participant has read this Award Certificate, the Addendum to the Award Certificate (as applicable) and the Plan, and specifically accepts and agrees to the provisions therein. The Participant also affirmatively and expressly acknowledges that the Company, in its sole discretion, may amend the terms and conditions reflected in this Award Certificate without the Participant’s consent, either prospectively or retroactively, to the extent that such amendment does not materially impair the Participant’s rights under the Option, and the Participant agrees to be bound by such amendment regardless of whether notice is given to the Participant of such change.
25.Miscellaneous. All decisions or interpretations of the Committee with respect to any question arising under the Plan or this Option shall be binding, conclusive and final. The waiver by the Company of any provision of this Option shall not operate as or be construed to be a subsequent waiver of the same provision or of any other provision of the Option. The Participant agrees to execute such other agreements, documents or assignments as may be necessary or desirable to effect the purposes of this Option.
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10
EXHIBIT 10.4
2024 Omnibus Award Plan
Restricted Stock Unit Award Certificate
Subject to the terms and conditions set forth in this certificate,
/$ParticipantName$/ has been awarded /$AwardsGranted$/ Restricted Stock Units as follows:
Grant Date: /$GrantDate$/
Vests: as set forth in your Equity Plan account for this Award
Stanley Black & Decker, Inc.
As a member of the Stanley Black & Decker team, your skills and contributions are vital to our Company’s and its Shareholders’ continued success. This award of restricted stock units provides you with the opportunity to earn significant financial rewards for your efforts and contributions to making Stanley Black & Decker the most successful company it can be.
On behalf of the Board of Directors, Congratulations.
____________________________
Donald Allan Jr.
President & Chief Executive Officer
Stanley Black & Decker, Inc.
Senior Management (MICP Level 3 and above)
1
EXHIBIT 10.4
RESTRICTED STOCK UNIT AWARD TERMS
1.Grant of Restricted Stock Units. This certifies that Stanley Black & Decker, Inc. (the “Company”) has on the Award Date specified in this Award Certificate granted to the Participant named above an award (the “Award”) of that number of Restricted Stock Units indicated in this Award Certificate, subject to certain restrictions and on the terms and conditions contained in this Award Certificate and the 2024 Omnibus Award Plan, as amended from time to time (the “Plan”). A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this Award Certificate, the terms of the Plan shall govern. For purposes of this Award Certificate, if the Participant is not employed by the Company, “Employer” means the Affiliate that employs the Participant. All capitalized terms used in this Award Certificate which are not defined in this Award Certificate (including Section 17 herein) shall have the meanings given them in the Plan unless the context clearly requires otherwise.
2.Dividend Equivalents/No Shareholder Rights. Amounts equal to the dividends and distributions paid on shares of the Company’s common stock, $2.50 par value per share (the “Common Stock”), shall be accrued for the benefit of the Participant to the same extent as if each Restricted Stock Unit then held by Participant was a share of Common Stock and shall vest and be distributed to the Participant in cash as, and to the extent that, the underlying Restricted Stock Unit(s) vest. Subject to the foregoing, the Participant shall not have any other rights of a shareholder, including but not limited to, the right to vote, with respect to the Restricted Stock Units or any shares of Common Stock subject to the Restricted Stock Units, until stock certificates, if any, have been issued to the Participant or Participant’s ownership has been otherwise recorded in settlement of such Restricted Stock Units.
3.Vesting. Subject to the terms and conditions of this Award Certificate and the Plan, the Restricted Stock Units shall vest in the amounts and on the dates specified in the Participant’s Merrill Lynch (or subsequent record keeper’s) account for this Award, provided the Participant remains continuously employed by the Company or an Affiliate until the applicable vesting date.
4.Termination of Employment.
(a)General. If, prior to vesting of the Restricted Stock Units pursuant to Section 3, the Participant ceases to be continuously employed by either the Company or an Affiliate for any reason other than as provided below in this Section 4, then the Participant’s rights to all of the unvested Restricted Stock Units shall be immediately and irrevocably forfeited and no shares of Common Stock shall be issued in respect thereof. Approved leaves of absence or employment transfers between the Company or an Affiliate (or vice versa) shall not be deemed terminations or interruptions of employment for vesting of the Restricted Stock Units.
(b)Death and Disability. Upon the Participant’s death or if the Participant’s employment is terminated as a result of the Participant’s Disability, the Restricted Stock Units shall become immediately vested in full.
(c)Retirement. Upon the Participant’s Retirement, the Restricted Stock Units shall become immediately vested in full.
(d)Divestiture. If, prior to the vesting date for any portion of the Restricted Stock Units, the Participant’s employment with the Company and its Affiliates terminates as a result of a Qualifying Divestiture Termination, then a pro-rata portion of each unvested tranche of the Restricted Stock Units shall become immediately vested in an amount equal to (i) the total number of Restricted Stock Units in such tranche subject to this Award Certificate, multiplied by (ii) a fraction, the numerator of which is the number of the Participant’s completed full months of service from the Grant Date to the date of the Participant’s Qualifying Divestiture Termination and the denominator of which is the number of full months between the Grant Date to the originally-scheduled vesting date of such tranche under this Award
Senior Management (MICP Level 3 and above)
2
EXHIBIT 10.4
Certificate. Any Restricted Stock Units remaining unvested as of the date of the Participant’s termination due to the Divestiture after the application of this Section 4(d) will be forfeited.
5.Settlement of Restricted Stock Units. The vested Restricted Stock Units will be settled as soon as reasonably practicable (but in no event later than 30 days) following the earlier to occur of (i) the applicable originally-scheduled vesting date, or (ii) the Participant’s separation from service with the Company (determined in accordance with Section 409A of the Code), in each case, at which time the applicable Restricted Stock Units shall be cancelled and in exchange therefor the Company shall cause a number of shares of Common Stock equal to the number of the Restricted Stock Units then cancelled to be issued to the Participant in book-entry form. Notwithstanding the foregoing, the Committee may, in its sole discretion, settle each vested Restricted Stock Unit in the form of: (a) cash, to the extent settlement in shares of Common Stock (x) becomes prohibited under applicable laws, (y) would require the Participant, the Company or the Employer to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and country of employment, if different), or (z) is administratively burdensome or (b) shares of Common Stock, but the Company may require the Participant to immediately sell such shares of Common Stock if necessary to comply with applicable laws (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such shares of Common Stock on the Participant’s behalf).
6.Restriction on Transfer. Restricted Stock Units shall not be assignable, alienable, saleable, or transferable. The Award shall be transferable only by will or the laws of descent and distribution. If the Participant purports to make any transfer of the Award, except as aforesaid, the Award and all rights thereunder shall terminate immediately. Notwithstanding the foregoing, the Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to receive shares of Common Stock (or cash in lieu thereof as provided in Section 5) with respect to the Restricted Stock Units upon the death of the Participant.
7.Income Tax Matters.
(a)Regardless of any action the Company or the Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting and settlement of the Award, and the subsequent sale of any shares of Common Stock acquired pursuant to the Award and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items.
(b)Prior to settlement upon the vesting of the Award, if the Participant’s country of residence (and country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the Award that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock (or cash otherwise payable thereunder in the event of cash settlement). Depending on the withholding method specified in the Plan, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that the withholding of shares of Common Stock becomes prohibited under applicable law or otherwise may trigger adverse consequences to the Company or the Employer, the Company and the Employer may withhold the Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from the Participant’s regular salary and/or wages or any other amounts payable to the Participant, or may require the Participant to personally make payment of the Tax-Related Items required to be withheld. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Company or through the withholding of cash from the Participant’s regular salary and/or wages or other amounts payable to the Participant, no shares of Common Stock will be issued to the Participant (or the Participant’s estate) upon vesting or settlement of
Senior Management (MICP Level 3 and above)
3
EXHIBIT 10.4
the Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any Tax-Related Items that the Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such Award. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, the Participant shall be deemed to have been issued the full number of shares of Common Stock issuable upon vesting, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the Award.
(c)The Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of shares of Common Stock that cannot be satisfied by the means described herein. The Company may refuse to deliver any shares of Common Stock due upon settlement of the Award if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described herein. If the Participant is subject to taxation in more than one country, the Participant acknowledges that the Company, the Employer or one or more of their respective Affiliates may be required to withhold or account for Tax-Related Items in more than one country. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet the Participant’s obligation for Tax-Related Items. By accepting this Award, the Participant expressly consents to the withholding of shares of Common Stock and/or withholding from the Participant’s regular salary and/or wages or other amounts payable to the Participant as provided for hereunder. All other Tax-Related Items related to the Award and any shares of Common Stock delivered in payment thereof shall be the Participant’s sole responsibility.
8.Legal and Tax Compliance; Cooperation. If the Participant is a resident and/or employed outside of the United States, the Participant agrees, as a condition of the grant of the Award, to repatriate all payments attributable to the shares of Common Stock acquired under the Plan (including, but not limited to, any proceeds derived from the sale of the shares of Common Stock acquired pursuant to the Award) if required by and in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and/or country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and regulations in the Participant’s country of residence (and/or country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and/or country of employment, if different).
9.Data Privacy. The Company is located at 1000 Stanley Drive, New Britain, Connecticut 06053 U.S.A. and grants Awards to acquire shares of Common Stock under the Plan to employees of the Company and its Affiliates, at its sole discretion. In accepting the Award granted under the Plan, the Participant should carefully review the following information about the Company’s data processing practices.
(a)Data Collection, Processing and Usage. The Company collects, processes and uses personal data of employees, including name, home address, email address and telephone number, date of birth, social insurance, passport or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards to acquire shares of Common Stock canceled, vested, or outstanding in the Participant’s favor, which the Company receives from the Participant or, if different, the Employer (“Personal Information”). If the Company grants the Participant an Award under the Plan, then the Company will collect the Participant’s Personal Information for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company’s legal basis for collecting, processing and using the Participant’s Personal Information will be the Company’s necessity to execute its contractual obligations under this Award Certificate and to comply with its legal obligations.
(b)Stock Plan Administration Service Providers. The Company transfers the Participant’s Personal Information as necessary and appropriate to Bank of America Merrill Lynch and its affiliates (“BAML”), an independent service provider based in the United States which assists the Company with
Senior Management (MICP Level 3 and above)
4
EXHIBIT 10.4
the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Participant’s data with another company that serves in a similar manner. BAML will open an account for the Participant to receive and trade shares of Common Stock the Participant acquires under the Plan. The Participant will be asked to agree to separate terms and data processing practices with BAML, which is a condition of the Participant’s ability to participate in the Plan.
(c)International Data Transfers. The Participant’s Personal Information may be transferred to or otherwise processed in the United States or other jurisdictions besides the Participant’s own. The Participant should note that the Participant’s country of residence (and country of employment, if different) may have enacted data privacy laws that are different from those of the recipient country. Such transfers will be made pursuant to Company policies and data protection measures as detailed in the Company’s Employee Privacy Policy, available by contacting Participant’s local HR manager or Global Privacy Office.
(d)Data Retention. The Company will use the Participant’s Personal Information as long as is necessary to implement, administer and manage the Participant’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and security laws. When the Company no longer needs the Participant’s Personal Information, the Company will remove it from its systems.
(e)Voluntariness. The Participant’s participation in the Plan is purely voluntary. If the Participant elects not to participate in the Plan, the Participant’s decision would not affect the Participant’s salary as an employee of the Employer or the Participant’s career; the Participant would merely forfeit the opportunities associated with the Plan.
(f)Individual Rights. The Participant may have a number of rights under data privacy laws in the Participant’s country of residence (and country of employment, if different). Depending on where the Participant is based, the Participant’s rights may include the right to (i) request access or copies of Personal Information the Company processes pursuant to this Award Certificate, (ii) request to rectify incorrect Personal Information, (iii) request to delete Personal Information, (iv) request to restrict Personal Information processing, and/or (v) lodge complaints with competent authorities in the Participant’s country of residence (and country of employment, if different). To receive clarification regarding the Participant’s rights or to exercise the Participant’s rights, the Participant should contact the Participant’s local HR department. A response to the Participant’s request will be provided consistent with applicable law.
(g)SBD Employee Privacy Notice. All collection and use of the Participant’s Personal Information under this Notice is made pursuant to the Company’s Employee Privacy Notice (the “Privacy Notice”), which the Participant has previously received. Please see the Privacy Notice for additional information on the Company’s policies regarding data retention, data security and other important information.
By accepting the Award as granted under the Plan, the Participant explicitly declares that the Participant has been informed about the collection, processing and use of the Participant’s Personal Information by the Company and the transfer of the Participant’s Personal Information to the recipients mentioned above, including recipients located in countries that have different data protection rules than in the Participant’s country of residence. | ||
10.Insider Trading/Market Abuse Laws. By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). The Participant further acknowledges that, depending on the Participant’s or the Participant’s broker’s country of residence or where the shares of Common Stock are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws which may affect the Participant’s ability to accept,
Senior Management (MICP Level 3 and above)
5
EXHIBIT 10.4
acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., Award) or rights linked to the value of shares of Common Stock, during such times the Participant is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Participant’s country of residence (or country of employment, if different). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (a) disclosing the inside information to any third party (other than on a “need to know” basis) and (b) “tipping” third parties or causing them otherwise to buy or sell securities. The Participant understands that third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company’s insider trading policy. The Participant acknowledges that it is the Participant’s personal responsibility to comply with any applicable restrictions, and that the Participant should consult with the Participant’s personal advisor on this matter.
11.Private Placement. If the Participant is a resident and/or employed outside of the United States, the Participant acknowledges that the grant of the Award is not intended to be a public offering of securities in the Participant’s country of residence (country of employment, if different). The Participant further acknowledges that the Company has not submitted any registration statement, prospectus or other filing with any securities authority other than the U.S. Securities and Exchange Commission with respect to the grant of the Award, unless otherwise required under local law. No employee of the Company is permitted to advise the Participant on whether the Participant should acquire shares of Common Stock under the Plan or provide the Participant with any legal, tax or financial advice with respect to the grant of the Award. The acquisition of shares of Common Stock involves certain risks, and the Participant should carefully consider all risk factors and tax considerations relevant to the acquisition of shares of Common Stock under the Plan and the disposition of them. Further, the Participant should carefully review all of the materials related to the Award and the Plan, and the Participant should consult with the Participant’s personal legal, tax and financial advisors for professional advice in relation to the Participant’s personal circumstances.
12.Other. The Company shall not be required to issue any certificate or certificates for shares of Common Stock upon settlement of the Restricted Stock Units (i) if the Common Stock is not listed on any national securities exchange, (ii) prior to the completion of any registration or other qualification of such shares of Common Stock under any state or federal law or rulings or regulations of any governmental regulatory body, and (iii) prior to the Company obtaining any consent or approval or other clearance from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable. Shares of Common Stock to be issued in respect of Restricted Stock Units will be issued only in compliance with the Securities Act of 1933, as amended (the “Act”), and any other applicable securities laws, and the Participant shall comply with any requirements imposed by the Committee under such laws. If the Participant qualifies as an “affiliate” (as that term is defined in Rule 144 (“Rule 144”) promulgated under the Act), upon demand by the Company, the Participant (or any person acting on the Participant’s behalf) shall deliver to the Treasurer at the time of settlement of the Restricted Stock Units a written representation that the Participant will acquire shares of Common Stock pursuant to the Plan for the Participant’s own account, that the Participant is not taking the shares of Common Stock with a view to distribution and that the Participant will dispose of the shares of Common Stock only in compliance with Rule 144.
13.No Right to Continued Employment. This Award does not confer on the Participant any right with respect to the continuation of employment with the Company or any Affiliate, nor will it interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s employment at any time.
14.Governing Law; Venue. The Plan, this Award Certificate and all determinations made and actions taken pursuant to the Plan or Award Certificate shall be determined in accordance with the laws of the State of Connecticut and applicable Federal law. Any disputes regarding this Award, the Award Certificate or the Plan shall be brought only in the United States in the state or federal courts of the State of Connecticut.
Senior Management (MICP Level 3 and above)
6
EXHIBIT 10.4
15.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Award or other awards granted to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
16.Binding Effect. The grant of this Award shall be binding and effective only if this Award Certificate is executed by or delivered on behalf of the Company.
17.Definitions. As used in this Award Certificate:
(a)“Disability” has the meaning provided in Section 22(e)(3) of the Code, or any successor provision.
(b)“Divestiture” means the consummation of a sale or other disposition of a subsidiary, division, business unit, or other organizational unit, whether such disposition is effected by means of a sale of assets, a sale of subsidiary equity or other ownership interest, or otherwise, in each case that is designated by the Company, in its sole discretion, as a “Divestiture.” For the avoidance of doubt, any transaction that is a Change in Control shall not constitute a Divestiture.
(c)“Qualifying Divestiture Termination” means a termination of the Participant’s employment with the Company and its Affiliates in connection with a Divestiture as a result of (i) the Participant becoming employed by the purchaser in such Divestiture or its affiliate immediately following the Divestiture; (ii) the Participant not receiving qualifying offer of employment from the purchaser in such Divestiture or its affiliate, as determined by the Company, in its sole discretion; or (iii) Participant’s employing entity ceasing to be an Affiliate of the Company as a result of the Divestiture.
(d)“Retirement” means the Participant’s termination of employment with the Company and each of its Affiliates after (i) attaining the age of 55 and completing 10 years of service, or (ii) attaining the age of 65 and completing one or more years of service.
18.English Language. If the Participant is resident and/or employed outside of the United States, the Participant acknowledges and agrees that it is the Participant’s express intent that this Award Certificate, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If the Participant has received this Award Certificate, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.
19.Clawback/Recoupment Policy. Notwithstanding any other provision of this Award Certificate to the contrary, the Participant acknowledges and agrees that all shares of Common Stock acquired pursuant to the Plan shall be and remain subject to any incentive compensation clawback or recoupment policy of the Company currently in effect or as may be adopted by the Company, to the extent applicable (including, without limitation, the Stanley Black & Decker, Inc. Financial Statement Compensation Recoupment Policy) and, in each case, as may be amended from time to time. No such policy adoption or amendment shall require the Participant’s prior consent. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Committee to hold the Participant’s shares of Common Stock, and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company, and (ii) the Company’s recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Affiliate in order to comply with such policies or applicable law. To the extent that the terms of this Award Certificate and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.
Senior Management (MICP Level 3 and above)
7
EXHIBIT 10.4
20.Addendum. Notwithstanding any provisions of this Award Certificate to the contrary, the Award shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in an applicable Addendum to this Award Certificate. Further, if the Participant transfers residence and/or employment to another country reflected in an Addendum to this Award Certificate, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules, and regulations or to facilitate the operation and administration of the Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of this Award Certificate.
21.Additional Requirements; Amendments. The Company reserves the right to impose other requirements on the Award, any shares of Common Stock acquired pursuant to the Award and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Award and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. In addition, the Company reserves the right to amend the terms and conditions reflected in this Award Certificate, without the Participant’s consent, either prospectively or retroactively, to the extent that such amendment does not materially affect the Participant’s rights under the Award except as otherwise permitted under the Plan or this Award Certificate.
22.Nature of the Grant. In accepting the Award, the Participant hereby acknowledges that:
(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be terminated, suspended or amended by the Company at any time, to the extent permitted by the Plan;
(b)the grant of the Award is voluntary and does not create any contractual or other right to receive future Awards or benefits in lieu of an Award, even if Awards have been granted in the past;
(c)all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company;
(d)the grant of the Awards and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any other Affiliate shall not interfere with the ability of the Company, the Employer or any other Affiliate to terminate the Participant’s employment relationship (if any);
(e)the Participant is voluntarily participating in the Plan;
(f)the Award and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;
(g)the Award and any shares of Common Stock acquired under the Plan, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Participant’s employment and the Participant’s employment contract, if any;
(h)the Award and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments;
(i)the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Common Stock acquired under the Plan may increase or decrease in the future;
Senior Management (MICP Level 3 and above)
8
EXHIBIT 10.4
(j)no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s status as an employee (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any);
(k)on the date of termination of the Participant’s status as an employee (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), the Participant’s right to participate in the Plan, if any, will terminate (for purposes of the foregoing, the Committee shall have exclusive discretion to determine the effective date the Participant is no longer an employee);
(l)neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the shares of Common Stock acquired or sold under the Plan;
(m)in consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Award, or recoupment of any shares of Common Stock acquired under the Plan, or diminution in value of the Award or shares of Common Stock acquired upon vesting of the Award resulting from (A) termination of employment by the Company or the Employer, as applicable (for any reason whatsoever and whether or not in breach of applicable labor laws), and / or (B) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and the Participant hereby irrevocably releases the Company, the Employer and any Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the Award, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim; and
(n)in the event of termination of the Participant’s employment with the Company (whether or not in breach of local labor laws), the Participant’s right to receive the Award and vest in the Award under the Plan, if any, will terminate effective as of the date of termination of the Participant’s active employment as determined in the discretion of the Committee unless otherwise provided in this Award Certificate or the Plan; furthermore, in the event of termination of the Participant’s employment (regardless of any contractual or local law requirements), the Participant’s right to vest in the Award after such termination, if any, will be measured by the date of termination of the Participant’s active employment; the Committee will have the discretion to determine the date of termination of the Participant’s active employment for purposes of the Award.
23.Section 409A. For the avoidance of doubt, if the Participant is subject to U.S. income taxation and is a “specified employee” (within the meaning of Section 409A of the Code) at the time of the Participant’s separation from service, and the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled settlement date, but will instead pay it, without interest, on the first business day of the seventh month after the Participant’s separation from service or, if earlier, on the Participant’s death. In addition, if the Participant is subject to U.S. income taxation and the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation, any vesting and settlement acceleration of such deferred compensation upon the Participant’s termination of employment shall not be effective unless such termination of employment also constitutes a separation from service under Section 409A of the Code.
24. Acceptance. By electronically accepting the grant of this Award, the Participant affirmatively and expressly acknowledges that the Participant has read this Award Certificate, the Addendum to the Award Certificate (as applicable) and the Plan, and specifically accepts and agrees to the provisions therein. The Participant also affirmatively and expressly acknowledges that the Company, in its sole discretion, may amend the terms and conditions reflected in this Award Certificate without the Participant’s consent, either prospectively or retroactively, to the extent that such amendment does not
Senior Management (MICP Level 3 and above)
9
EXHIBIT 10.4
materially impair the Participant’s rights under the Award, and the Participant agrees to be bound by such amendment regardless of whether notice is given to the Participant of such change.
25.Miscellaneous. All decisions or interpretations of the Committee with respect to any question arising under the Plan or this Award shall be binding, conclusive and final. The waiver by the Company of any provision of this Award shall not operate as or be construed to be a subsequent waiver of the same provision or of any other provision of the Award. The Participant agrees to execute such other agreements, documents or assignments as may be necessary or desirable to effect the purposes of this Award.
*********************************************
Senior Management (MICP Level 3 and above)
10
EXHIBIT 31.1
CERTIFICATIONS
I, Donald Allan Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Stanley Black & Decker, Inc. and subsidiaries;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | April 30, 2025 | /s/ Donald Allan, Jr. | ||||||||||||
| Donald Allan, Jr. | ||||||||||||||
| President & Chief Executive Officer | ||||||||||||||
EXHIBIT 31.2
CERTIFICATIONS
I, Patrick Hallinan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Stanley Black & Decker, Inc. and subsidiaries;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | April 30, 2025 | /s/ Patrick Hallinan | ||||||||||||
| Patrick Hallinan | ||||||||||||||
| Executive Vice President & Chief Financial Officer | ||||||||||||||
EXHIBIT 32.1
STANLEY BLACK & DECKER, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Stanley Black & Decker, Inc. (the “Company”) on Form 10-Q for the period ending March 29, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald Allan Jr., President and Chief Executive Officer, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||||
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | ||||
| /s/ Donald Allan, Jr. | ||||||||
| Donald Allan, Jr. | ||||||||
| President & Chief Executive Officer | ||||||||
| Date: April 30, 2025 | ||||||||
EXHIBIT 32.2
STANLEY BLACK & DECKER, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Stanley Black & Decker, Inc. (the “Company”) on Form 10-Q for the period ending March 29, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick Hallinan, Executive Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||||
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | ||||
| /s/ Patrick Hallinan | ||||||||
| Patrick Hallinan | ||||||||
| Executive Vice President & Chief Financial Officer | ||||||||
| Date: April 30, 2025 | ||||||||