UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

ANNUAL REPORT
PURSUANT TO SECTIONSSECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 201628, 2019
ORor
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from   ___________ to ___________               
COMMISSION FILE 1-5224Commission File Number 001-05224
STANLEY BLACK & DECKER, INC.
(Exact Name Of Registrant As Specified In Its Charter)
Connecticut 06-0548860
(State Oror Other Jurisdiction Ofof
Incorporation Oror Organization)
 
(I.R.S. Employer
Identification Number)
1000 Stanley Drive
New Britain, Connecticut
06053
(Address Of Principal Executive Offices)(Zip Code)
860-225-51111000 STANLEY DRIVE
NEW BRITAIN, CT06053
(Address of Principal Executive Offices and Zip Code)

Registrant’s Telephone Number)Number, Including Area Code 860225-5111

Securities Registered Pursuant Toto Section 12(b) Of Theof the Act:
Title Of Each ClassTrading Symbol(s)Name Of Each Exchange Onon Which Registered
Common Stock-Stock$2.50 Par Value per ShareSWKNew York Stock Exchange
Corporate UnitsSWPNew York Stock Exchange
Corporate UnitsSWTNew York Stock Exchange
Securities Registered Pursuant To Section 12(g) Of The Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.Act.
Yesþ    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Act.
Yes  ¨Noþ
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.
Yesþ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yesþ    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): 
Large accelerated filerAccelerated Filerþ  Accelerated filerFiler¨
Non-accelerated filerNon-Accelerated Filer
¨  (Do not check if a smaller reporting company)
  Smaller reporting companyReporting 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 Exchange Act Rule 12b-2)12b-2 of the Act).
Yes  ¨Noþ
As of July 1, 2016,June 28, 2019, the aggregate market valuesvalue of the voting and non-voting common equity held by non-affiliates of the registrant was $16.9$21.9 billion based on the New York Stock Exchange closing price for such shares on that date. On February 1, 2017,17, 2020, the registrant had 152,584,499154,025,464 shares of common stock outstanding. 
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to its 2020 annual meeting of shareholders (the "2020 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2020 Proxy Statement will be filed pursuant to Regulation 14Awith the U.S. Securities Exchange Commission within 120 days after the end of the registrant’s fiscal year are incorporated by reference in Part III of the Annual Report on Form 10-K.to which this report relates.






TABLE OF CONTENTS




2





FORM 10-K
PART I
ITEM 1. BUSINESS
General
Stanley Black & Decker, Inc. ("the Company") was founded in 1843 by FredrickFrederick T. Stanley and incorporated in Connecticut in 1852. In March 2010, the Company completed a merger ("the Merger") with The Black & Decker Corporation (“Black & Decker”), a company founded by S. Duncan Black and Alonzo G. Decker and incorporated in Maryland in 1910. At that time, the Company changed its name from The Stanley Works ("Stanley") to Stanley Black & Decker, Inc.

The Company is a diversified global provider of hand tools, power tools and related accessories, mechanical access solutions (i.e. automatic doorsengineered fastening systems and products, services and equipment for oil & gas and infrastructure applications, commercial locking systems), electronic security and monitoring systems, healthcare solutions, engineered fastening systems and products and services for various industrial applications,automatic doors, with 20162019 consolidated annual revenues of $11.4$14.4 billion. Approximately 59% of the Company’s 2019 revenues were generated in the United States, with the remainder largely from Europe (20%), emerging markets (13%) and Canada (4%).

The Company continues to pursueexecute a growth and acquisition strategy that involves industry, geographic and customer diversification to foster sustainable revenue, earnings and cash flow growth. The Company also remains focused on delivering above-market organic growth with margin expansion by leveraging its proven and long-standing operating model which has continually evolved over the past 15 years as times have changed. In light of the rapidly moving dynamics throughout the world, including increasingacceleration of technological change, geopolitical instability and the changing nature of work, this past year the Company decided to contemporize its presence in emerging markets, with a goal of generating greater than 20% of annual revenues from those markets over time, and leveraging theexisting Stanley Fulfillment System ("SFS"), a now expanded program ("SFS 2.0") focused on upgrading innovation 2.0 model for the 2020s and digital capabilities while maintaining commercial and supply chain excellence, and funding required investments, in part, through functional transformation. In 2016, approximately 52%created the new Stanley Black & Decker Operating Model (“SBD Operating Model”). At the center of the Company’s annual revenues were generated innew model is the United States,concept of the interrelationship between people and technology, which intersect and interact with the remainder largely from Europe (23%), emerging markets (16%)other key elements: Performance Resiliency, Extreme Innovation, Operations Excellence and Canada (4%).
ExecutionExtraordinary Customer Experience. Each of these elements co-exists synergistically with the others in a systems-based approach. The Company will leverage the SBD Operating Model to continue making strides towards achieving its vision of delivering top-quartile financial performance, becoming known as one of the Company'sworld’s leading innovators and elevating its commitment to social responsibility.

The above strategy has also resulted in approximately $6.3$10.1 billion of acquisitions since 2002 (excluding the Black & Decker mergerMerger and recently announced acquisitionspending acquisition of Consolidated Aerospace Manufacturing, LLC, as discussed below), which was enabled by strong cash flow generation and increased debt capacity. This strategy is further exemplified byIn recent years, the Company's recently announced pendingCompany completed the acquisitions of International Equipment Solutions Attachments Group ("IES Attachments") for approximately $654 million, Nelson Fastener Systems ("Nelson") for approximately $424 million, the Tools business of Newell Brands ("Newell Tools") for approximately $1.84 billion, and the Craftsman® brand. In October 2016,brand from Sears Holdings Corporation ("Sears Holdings") for an estimated cash purchase price of approximately $937 million on a discounted basis. The IES Attachments acquisition further diversifies the Company announced an agreementCompany's presence in the industrial markets, expands its portfolio of attachment solutions and provides a meaningful platform for continued growth. The Nelson acquisition was complementary to acquirethe Company's product offerings, enhanced its presence in the general industrial end markets, and expanded its portfolio of highly-engineered fastening solutions. The Newell Tools acquisition, which includesincluded the highly attractive industrial cutting, hand tool and power tool accessory brands Irwin®IRWIN® and Lenox®LENOX®, for $1.95 billion in cash. The acquisition, which is expectedenhanced the Company’s position within the global tools & storage industry and broadened the Company’s product offerings and solutions to close in the first quarter of 2017, will significantly increase thecustomers and end users, particularly within power tool accessories business and expand the Company's footprint in the plumbing and electrical channels. In January 2017,accessories. The Craftsman acquisition provided the Company announced an agreement to purchase the Craftsman brand from Sears Holdings for total expected cash payments of approximately $900 million on a discounted basis. The acquisition, which is expected to close in 2017, grants the Companywith the rights to develop, manufacture and sell Craftsman®-branded products in non-Sears Holdings channels. Refer to Note E, Acquisitions, of the Notes to Consolidated Financial Statements in Item 8 for further discussion.
Furthermore, in December 2016, the Company recently announced that it had reached an agreement to sellacquire Consolidated Aerospace Manufacturing, LLC ("CAM"), an industry-leading manufacturer of specialty fasteners and components for the aerospace and defense markets. The acquisition is expected to further diversify the Company's presence in the industrial markets and expand its portfolio of specialty fasteners in the high-growth, high-margin aerospace and defense market. The acquisition is subject to customary closing conditions, including regulatory approval, and is expected to close in late February 2020.
In January 2019, the Company acquired a 20 percent interest in MTD Holdings Inc. ("MTD"), a privately held global manufacturer of outdoor power equipment, for $234 million in cash.  Under the terms of the agreement, the Company has the option to acquire the remaining 80 percent of MTD beginning on July 1, 2021. The investment in MTD increases the Company's presence in the $20 billion outdoor power equipment market and allows the two companies to work together to pursue revenue and cost opportunities, improve operational efficiency, and introduce new and innovative products for professional and residential outdoor equipment customers, utilizing each company's respective portfolios of strong brands.

In May 2019, the Company sold its Sargent and Greenleaf mechanical locks business within the Security segment for net proceeds of $79 million. This sale allows the Company to invest in other areas of the Company that fit into its long-term growth strategy.


In February 2017, the Company completed the sale of the majority of its mechanical security businesses, to Dormakabawhich included the commercial hardware brands of Best Access, phi Precision and GMT, for $725 million in cash. Thenet proceeds of approximately $717 million. This sale which is expected to close in the first quarter of 2017, will allowallowed the Company to deploy capital in a more accretive and growth-oriented manner. The Company concurrently announced its intent to retain its commercial electronic security and automatic doors businesses. The Company has also divested several smaller businesses in recent years that did not fit into its long-term strategic objectives.

Refer to Note E, Acquisitions and Investments, and Note T, Divestitures, of the Notes to Consolidated Financial Statements in Item 8 for further discussion.
At December 31, 2016,28, 2019, the Company employed 54,02359,438 people worldwide. The Company’s principal executive office is located at 1000 Stanley Drive, New Britain, Connecticut 06053 and its telephone number is (860) 225-5111.
Description of the Business
During the first quarter of 2015, the Company combined the Construction & Do-It-Yourself ("CDIY") business with certain complementary elements of the Industrial and Automotive Repair ("IAR") and Healthcare businesses (formerly part of the Industrial and Security segments, respectively) to form one Tools & Storage business. As a result, the Company recast segment financial information for prior periods to align with this change in organizational structure. There was no impact to the consolidated financial statements of the Company as a result of this change.
The Company’s operations are classified into three reportable business segments, which also represent its operating segments: Tools & Storage, SecurityIndustrial and Industrial.Security. All segments have significant international operations and are exposed to translational and transactional impacts from fluctuations in foreign currency exchange rates.
Additional information regarding the Company’s business segments and geographic areas is incorporated herein by reference to the material captioned “Business Segment Results” in Item 7 and Note P, Business Segments and Geographic Areas, of the Notes to Consolidated Financial Statements in Item 8.


Tools & Storage
The Tools & Storage segment is comprised of the Power Tools and Equipment ("PTE") and Hand Tools, Accessories & Storage ("HTAS") businesses. The segment sells its products to professional end users, distributors, retail consumers and industrial customers in a wide variety of industries and geographies. The majority of sales are distributed through retailers, including home centers, mass merchants, hardware stores, and retail lumber yards, as well as third-party distributors and a direct sales force. Annual revenues in the Tools & Storage segment were $7.5$10.1 billion in 2016,2019, representing 66%70% of the Company’s total revenues.
The Power ToolsPTE business includes both professional and consumer products. Professional products include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders, as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, concrete and masonry anchors. Consumer products include corded and cordless electric power tools sold primarily under the BLACK+DECKERDECKER® brand, lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, edgers and related accessories, and home products such as hand-held vacuums, paint tools and cleaning appliances.
The HTAS business sells hand tools, power tool accessories and storage products. Hand tools include measuring, leveling and layout tools, planes, hammers, demolition tools, clamps, vises, knives, saws, chisels and industrial and automotive tools. Power tool accessories include drill bits, screwdriver bits, router bits, abrasives, saw blades and saw blades.threading products. Storage products include tool boxes, sawhorses, medical cabinets and engineered storage solution products.
The segment sells its products to professional end users, distributors, retail consumers and industrial customers in a wide variety of industries and geographies. The majority of sales are distributed through retailers, including home centers, mass merchants, hardware stores, and retail lumber yards, as well as third-party distributors and a direct sales force.
Industrial
The Industrial segment is comprised of the Engineered Fastening and Infrastructure businesses. Annual revenues in the Industrial segment were $2.4 billion in 2019, representing 17% of the Company’s total revenues.
The Engineered Fastening business primarily sells engineered fastening products and systems designed for specific applications. The product lines include blind rivets and tools, blind inserts and tools, drawn arc weld studs and systems, engineered plastic and mechanical fasteners, self-piercing riveting systems and precision nut running systems, micro fasteners, and high-strength structural fasteners. The business sells to customers in the automotive, manufacturing, electronics, construction, and aerospace industries, amongst others, and its products are distributed through direct sales forces and, to a lesser extent, third-party distributors.
The Infrastructure business consists of the Oil & Gas and Attachment Tools product lines. Oil & Gas sells and rents custom pipe handling, joint welding and coating equipment used in the construction of large and small diameter pipelines, and provides pipeline inspection services. Attachment Tools sells hydraulic tools, attachments and accessories. The Infrastructure business sells to the oil and natural gas pipeline industry and other industrial customers. The products and services are primarily distributed through a direct sales force and, to a lesser extent, third-party distributors.
Security


The Security segment is comprised of the Convergent Security Solutions ("CSS") and Mechanical Access Solutions ("MAS") businesses. Annual revenues in the Security segment were $2.1$1.9 billion in 2016,2019, representing 18%13% of the Company’s total revenues.
The CSS business designs, supplies and installs commercial electronic security systems and provides electronic security services, including alarm monitoring, video surveillance, fire alarm monitoring, systems integration and system maintenance. Purchasers of these systems typically contract for ongoing security systems monitoring and maintenance at the time of initial equipment installation. The business also sells healthcare solutions, which include asset tracking, solutions, infant protection, pediatric protection, patient protection, wander management, fall management, and emergency call products. The CSS business sells to consumers, retailers, educational, financial and healthcare institutions, as well as commercial, governmental and industrial customers. The MAS business primarily sells automatic doors to commercial customers. Products for both businesses are sold predominantly on a direct sales basis.
The MAS business sells automatic doors, commercial hardware, locking mechanisms, electronic keyless entry systems, keying systems, tubular and mortise door locksets. MAS sells to commercial customers primarily through independent distribution channels.
Industrial
The Industrial segment is comprised of the Engineered Fastening and Infrastructure businesses. Annual revenues in the Industrial segment were $1.8 billion in 2016, representing 16% of the Company’s total revenues.
The Engineered Fastening business primarily sells engineered fastening products and systems designed for specific applications. The product lines include stud welding systems, blind rivets and tools, blind inserts and tools, drawn arc weld studs, engineered plastic and mechanical fasteners, self-piercing riveting systems and precision nut running systems, micro fasteners, and high-strength structural fasteners. The business sells to customers in the automotive, manufacturing, electronics, and aerospace industries, amongst others, and its products are distributed through direct sales forces and, to a lesser extent, third-party distributors.
The Infrastructure business consists of the Oil & Gas and Hydraulics businesses. The Oil & Gas business sells and rents custom pipe handling, joint welding and coating equipment used in the construction of large and small diameter pipelines, and provides pipeline inspection services. The Hydraulics business sells hydraulic tools and accessories. The Infrastructure businesses sell to the oil and natural gas pipeline industry and other industrial customers. The products and services are primarily distributed through a direct sales force and, to a lesser extent, third-party distributors.


Other Information
Competition
The Company competes on the basis of its reputation for product quality, its well-known brands, its commitment to customer service, its strong customer relationships, the breadth of its product lines, and its innovative products and customer value propositions.
The Company encounters active competition in the Tools & Storage and Industrial segments from both larger and smaller companies that offer the same or similar products and services. Certain large customers offer private label brands (“house brands”) that compete across a widerwide spectrum of the Company’s Tools & Storage segment product offerings. Competition in the Security segment is generally fragmented via both large international playerscompanies and regional companies.providers. Competition tends to be based primarily on price and the quality of service and comprehensiveness of the services offered to the customers.
Major Customers
A significant portion of the Company’s Tools & Storage products are sold to home centers and mass merchants in the U.S. and Europe. A consolidation of retailers both in North America and abroad has occurred over time. While this consolidation and the domestic and international expansion of these large retailers hashave provided the Company with opportunities for growth, the increasing size and importance of individual customers creates a certain degree of exposure to potential sales volume loss. As a resultLowe's accounted for approximately 15%, 12% and 11% of the Company’s acquisition strategy, sales to U.S. and international home centers and mass merchants declined from approximately 31% of totalCompany's consolidated net sales in 2010 to2019, 2018 and 2017, respectively, while The Home Depot accounted for approximately 28%10% of the Company's consolidated net sales in 2016.2019. No other customer exceeded 10% of the Company's consolidated net sales in 2019, 2018 or 2017.


Working Capital
The Company continues to practice the corefive operating principles encompassed by core SFS, which is a subsetOperations Excellence (formerly Core SFS), one element of the SFS 2.0 business system. Core SFS contains five core operating principlesSBD Operating Model, which work in concert: sales and operations planning ("S&OP"), operational lean, complexity reduction, global supply management, and order-to-cash excellence. As part of the evolution of the new operating model, technology, the application of Industry 4.0 and upskilling the Company's workforce have become formally integrated into Operations Excellence. The Company develops standardized business processes and system platforms to reduce costs and provide scalability. The core SFScontinued focus on the five operating principles areabove has been instrumental in the reduction ofreducing working capital as evidenced by the 80% improvement in the Company's working capital turns from 5.9 at the end of 2010 (directly after the Merger) to 10.6 at the end of 2016. The continued efforts to deploy SFS across the entire Company and increase working capital turns have createdcreating significant opportunities to generate incremental free cash flow (defined as cash flow from operations less capital and software expenditures). Working capital turns were 9.8 at the end of 2019, up 1.0 turn from 2018, reflecting a focus on working capital management and lower inventory investment associated with recent Tools & Storage brand roll-outs. The Company plans to continue leveraging the core SFS principlesOperations Excellence to generate ongoing improvements, both in the existing business and future acquisitions, in working capital turns, cycle times, complexity reduction and customer service levels, with a long-term goal of sustaining 10+ working capital turns.
Raw Materials
The Company’s products are manufactured using resins, ferrous and non-ferrous metals including, but not limited to, steel, zinc, copper, brass, aluminum and nickel as well as resins.nickel. The Company also purchases components such as batteries, motors, and electronic components to use in manufacturing and assembly operations along with resin-based molded parts. The raw materials required are procured globally and generally available from multiple sources at competitive prices. As part of the Company's Enterprise Risk Management, the Company has implemented a supplier risk mitigation strategy in order to identify and address any potential supply disruption associated with commodities, components, finished goods and critical services. The Company does not anticipate difficulties in obtaining supplies for any raw materials or energy used in its production processes.


Backlog
Due to short order cycles and rapid inventory turnover primarily in the Company's Tools & Storage segment, backlog is generally not considered a significant indicator of future performance. At February 4, 2017,1, 2020, the Company had approximately $838$991 million in unfilled orders, which mainly relaterelated to the Engineered Fastening and Security businesses. Substantially all of these orders are reasonably expected to be filled within the current fiscal year. As of February 6, 20162, 2019 and January 31, 2015,February 3, 2018, unfilled orders amounted to $783$1,001 million and $888$929 million, respectively.
Patents and Trademarks
No business segment is solely dependent, to any significant degree, on patents, licenses, franchises or concessions, and the loss of one or several of these patents, licenses, franchises or concessions would not have a material adverse effect on any of the Company's businesses. The Company owns numerous patents, none of which individually is material to the Company's operations as a whole. These patents expire at various times over the next 20 years. The Company holds licenses, franchises


and concessions, none of which individually or in the aggregate are material to the Company's operations as a whole. These licenses, franchises and concessions vary in duration, but generally run from one to 40 years.


The Company has numerous trademarks that are used in its businesses worldwide. In the Tools & Storage segment, significant trademarks include STANLEY®, BLACK+DECKER®, DEWALT®, DEWALT FLEXVOLT™FLEXVOLT®, Porter-Cable®IRWIN®, LENOX®, CRAFTSMAN®, PORTER-CABLE®, BOSTITCH®, FatMax®FATMAX®, Powers®, Guaranteed Tough®, Innerspace®MAC TOOLS®, MAC®, MAC Tools®, Proto®PROTO®, Vidmar®, Facom®FACOM®, USAG™, DIYZ®Expert®, Lista®SIDCHROME™, LISTA® and the yellow & black color scheme for power tools and accessories. The recently announced acquisitions of Newell ToolsSignificant trademarks in the Industrial segment include STANLEY®, CRC®, NELSON®, LaBounty®, Dubuis®, CribMaster®, POP®, Avdel®, Heli-Coil®, Tucker®, NPR®, Spiralock®, PALADIN®, PENGO® and Craftsman® will further bolster the Tools & Storage portfolio with the addition of the Irwin®, Lenox® and Craftsman® brands.STANLEY® Assembly Technologies. The Security segment includes significant trademarks such as STANLEY®, BEST®, Blick™, HSM®, Sargent & Greenleaf®, S&G®, SONITROL®, Stanley Access Technologies™, AeroScout®, Hugs®, WanderGuard®, Roam Alert®, MyCall®, Arial® and Bed-Check®. Significant trademarks in the Industrial segment include STANLEY®, CRC®, LaBounty®, Dubuis®, AeroScout®, Cribmaster®, Expert®, SIDCHROME™, POP®, Warren®, GRIPCO®, Avdel®, HeliCoil®, MasterFix®, Tucker®, NPR®, Dodge®, and Spiralock®. The terms of these trademarks typically vary from 10 to 20 years, with most trademarks being renewable indefinitely for like terms.
Environmental Regulations
The Company is subject to various environmental laws and regulations in the U.S. and foreign countries where it has operations. Future laws and regulations are expected to be increasingly stringent and will likely increase the Company’s expenditures related to environmental matters.
In the normal course of business, the Company is involved in various legal proceedings relating to environmental issues. The Company’s policy is to accrue environmental investigatory and remediation costs for identified sites when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In the event that no amount in the range of probable loss is considered most likely, the minimum loss in the range is accrued. The amount of liability recorded is based on an evaluation of currently available facts with respect to each individual site and includes such factors as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites. The liabilities recorded do not take into account any claims for recoveries from insurance or third parties. As assessments and remediation progress at individual sites, the amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. As of December 31, 201628, 2019 and January 2, 2016,December 29, 2018, the Company had reserves of $160.9$213.8 million and $170.7$246.6 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 20162019 amount, $18.9$57.8 million is classified as current and $142.0$156.0 million as long-term, which is expected to be paid over the estimated remediation period. As of December 31, 2016,28, 2019, the Company has recorded $13.2$15.6 million in other assets related to funding by the Environmental Protection Agency ("EPA") and monies received have been placed in trust in accordance with the Consent Decree associated with the West Coast Loading Corporation ("WCLC") proceedings, as further discussed in Note S, Contingencies, of the Notes to Consolidated Financial Statements in Item 8. Accordingly, the Company's cash obligation as of December 31, 201628, 2019 associated with the aforementioned remediation activities is $147.7$198.2 million. The range of environmental remediation costs that is reasonably possible is $128.3$149.1 million to $267.1$286.1 million, which is subject to change in the near term. The Company may be liable for environmental remediation of sites it no longer owns. Liabilities have been recorded on those sites in accordance with the Company's policy.
The amount recorded for identified contingent liabilities is based on estimates. Amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. Actual costs to be incurred in future periods may vary from the estimates, given the inherent uncertainties in evaluating certain exposures. Subject to the imprecision in estimating future contingent liability costs, the Company does not expect that any sum it may have to pay in connection with these matters in excess of the amounts recorded will have a materially adverse effect on its financial position, results of operations or liquidity. Additional information regarding environmental matters is available in Note S, Contingencies, of the Notes to Consolidated Financial Statements in Item 8.



Employees
At December 31, 2016,28, 2019, the Company had 54,02359,438 employees, 13,95817,582 of whom arewere employed in the U.S. Employees in the U.S. totaling 1,1111,359 are covered by collective bargaining agreements negotiated with 2930 different local labor unions who are, in turn, affiliated with approximately 67 different international labor unions. The majority of the Company’s hourly-paid and weekly-paid employees outside the U.S. are not covered by collective bargaining agreements. The Company’s labor agreements in the U.S. expire between 20172020 and 2021. There have been no significant interruptions of the Company’s operations in recent years due to labor disputes. The Company believes that itsit has a good relationship with its employees is good.employees.
Research and Development Costs
Research and development costs, which are classified in Selling, general and administrative ("SG&A,&A"), were $204.4$255.2 million, $188.0$275.8 million and $174.6$252.3 million for fiscal years 2016, 20152019, 2018 and 2014,2017, respectively. The Company continues to focus on becoming known as one of the world's greatest innovators and remains committed to generating new core and breakthrough innovations.
Available Information
The Company’s website is located at http://www.stanleyblackanddecker.com. This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to the Company's website. The information on the Company's website is not, and is not intended to be, part of this Form 10-K and is not incorporated into this report by reference. The Company makes its Forms 10-K, 10-Q, 8-K and amendments to each available free of charge on its website as soon as reasonably practicable after filing them with, or furnishing them to, the U.S. Securities and Exchange Commission.Commission ("SEC").



7




ITEM 1A. RISK FACTORS
The Company’s business, operations and financial condition are subject to various risks and uncertainties. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including those risks set forth under the heading entitled "Cautionary Statements Under the Private Securities Litigation Reform Act of 1995,"1995" in Item 7, and in other documents that the Company files with the U.S. Securities and Exchange Commission,SEC, before making any investment decision with respect to its securities. If any of the risks or uncertainties actually occur or develop, the Company’s business, financial condition, results of operations and future growth prospects could change. Under these circumstances, the trading prices of the Company’s securities could decline, and you could lose all or part of your investment in the Company’s securities.
Changes in customer preferences, the inability to maintain mutually beneficial relationships with large customers, inventory reductions by customers, and the inability to penetrate new channels of distribution could adversely affect the Company’s business.
The Company has certain significant customers, particularly home centers and major retailers, although no single customer represented more than 10% of consolidated net sales in 2016. However,retailers. In 2019, the two largest customers comprised approximately 19%25% of net sales, with U.S. and international mass merchants and home centers collectively comprising approximately 28%40% of net sales. The loss or material reduction of business, the lack of success of sales initiatives, or changes in customer preferences or loyalties for the Company’s products, related to any such significant customer could have a material adverse impact on the Company’s results of operations and cash flows. In addition, the Company’s major customers are volume purchasers, a few of which are much larger than the Company and have strong bargaining power with suppliers. This limits the ability to recover cost increases through higher selling prices. Furthermore, unanticipated inventory adjustments by these customers can have a negative impact on the Company's net sales.
If customers in the Convergent Security Solutions ("CSS") business are dissatisfied with services and switch to competitive services, or disconnect for other reasons such as preference for digital technology products or other technology enhancements not then offered by CSS, the Company's attrition rates may increase. In periods of increasing attrition rates, recurring revenue and results of operations may be materially adversely affected. The risk is more pronounced in times of economic uncertainty, as customers may reduce amounts spent on the products and services the Company provides.
In times of tough economic conditions, the Company has experienced significant distributor inventory corrections reflecting de-stocking of the supply chain associated with difficult credit markets. Such distributor de-stocking exacerbated sales volume declines pertaining to weak end user demand and the broader economic recession. The Company’s results may be adversely impacted in future periods by such customer inventory adjustments. Further, the inability to continue to penetrate new channels of distribution may have a negative impact on the Company’s future results.


The Company faces active global competition and if it does not compete effectively, its business may suffer.
The Company faces active competition and resulting pricing pressures. The Company’s products compete on the basis of, among other things, its reputation for product quality, its well-known brands, price, innovation and customer service capabilities. The Company competes with both larger and smaller companies that offer the same or similar products and services or that produce different products appropriate for the same uses. These companies are often located in countries such as China, Taiwan and India where labor and other production costs are substantially lower than in the U.S., Canada and Western Europe. Also, certain large customers offer house brands that compete with some of the Company’s product offerings as a lower-cost alternative. To remain profitable and defend market share, the Company must maintain a competitive cost structure, develop new products and services, lead product innovation, respond to competitor innovations and enhance its existing products in a timely manner. The Company may not be able to compete effectively on all of these fronts and with all of its competitors, and the failure to do so could have a material adverse effect on its sales and profit margins.
SFSOperations Excellence, an element of the new SBD Operating Model, is a continuous operational improvement process applied to many aspects of the Company’s business such as procurement, quality in manufacturing, maximizing customer fill rates, integrating acquisitions and other key business processes. In the event the Company is not successful in effectively applying the core SFSOperations Excellence principles to its key business processes, including those of acquired businesses, its ability to compete and future earnings could be adversely affected.
In addition, the Company may have to reduce prices on its products and services, or make other concessions, to stay competitive and retain market share. Price reductions taken by the Company in response to customer and competitive pressures, as well as price reductions and promotional actions taken to drive demand that may not result in anticipated sales levels, could also negatively impact its business. The Company engages in restructuring actions, sometimes entailing shifts of production to low-cost countries, as part of its efforts to maintain a competitive cost structure. If the Company does not execute restructuring


actions well, its ability to meet customer demand may decline, or earnings may otherwise be adversely impacted. Similarly, if such efforts to reform the cost structure are delayed relative to competitors or other market factors, the Company may lose market share and profits.
Customer consolidation could have a material adverse effect on the Company’s business.
A significant portion of the Company’s products are sold through home centers and mass merchant distribution channels in the U.S. and Europe. A consolidation of retailers in both North America and abroad has occurred over time and the increasing size and importance of individual customers creates risk of exposure to potential volume loss. The loss of certain larger home centers as customers would have a material adverse effect on the Company’s business until either such customers were replaced or the Company made the necessary adjustments to compensate for the loss of business.
Low demand for new products and the inability to develop and introduce new products at favorable margins could adversely impact the Company’s performance and prospects for future growth.
The Company’s competitive advantage is due in part to its ability to develop and introduce new products in a timely manner at favorable margins. The uncertainties associated with developing and introducing new products, such as market demand and costs of development and production, may impede the successful development and introduction of new products on a consistent basis. Introduction of new technology may result in higher costs to the Company than that of the technology replaced. That increase in costs, which may continue indefinitely or until increased demand and greater availability in the sources of the new technology drive down its cost, could adversely affect the Company’s results of operations. Market acceptance of the new products introduced in recent years and scheduled for introduction in future years may not meet sales expectations due to various factors, such as the failure to accurately predict market demand, end-user preferences, and evolving industry standards.standards, or the emergence of new or disruptive technologies. Moreover, the ultimate success and profitability of the new products may depend on the Company’s ability to resolve technical and technological challenges in a timely and cost-effective manner, and to achieve manufacturing efficiencies. The Company’s investments in productive capacity and commitments to fund advertising and product promotions in connection with these new products could erode profits if those expectations are not met.


The Company’s brands are important assets of its businesses and violation of its trademark rights by imitators, or the failure of its licensees or vendors to comply with the Company’s product quality, manufacturing requirements, marketing standards, and other requirements could negatively impact revenues and brand reputation. Any inability to protect the Company's other intellectual property rights could also reduce the value of its products and services or diminish its competitiveness.
The Company considers its intellectual property rights, including patents, trademarks, copyrights and trade secrets, and licenses held, to be a significant part and valuable aspect of its business. The Company attempts to protect its intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements and third party nondisclosure and assignment agreements.
The Company’s trademarks have a reputation for quality and value and are important to the Company's success and competitive position. Unauthorized use of the Company’s trademark rights may not only erode sales of the Company’s products, but may also cause significant damage to its brand name and reputation, interfere with its ability to effectively represent the Company to its customers, contractors, suppliers, and/or licensees, and increase litigation costs. Similarly, failure by licensees or vendors to adhere to the Company’s standards of quality and other contractual requirements could result in loss of revenue, increased litigation, and/or damage to the Company’s reputation and business. There can be no assurance that the Company’s ongoing efforts to protect its brand and trademark rights and ensure compliance with its licensing and vendor agreements will prevent all violations.
Successful salesIn addition, the Company's ability to compete could be negatively impacted by its failure to obtain and marketing efforts dependadequately protect its intellectual property rights, including patents, copyrights, trade secrets, and licenses, as well as its products and any new features of its products or processes. The Company's patent applications may not be approved and any patents owned could be challenged, invalidated or designed around by third parties. In addition, the Company's patents may not be of sufficient scope or strength to provide meaningful protection or commercial advantage.
The successful execution of the Company's business strategy depends on the Company’sits ability to recruit and retain highly qualified employees.
The success of the Company’s efforts to grow its business depends on the contributions and abilities of key executives and management personnel, its sales force and other personnel, including the ability of its sales force to adapt to any changes made in the sales organization and achieve adequate customer coverage. The Company must therefore continue to recruit, retain and


motivate management, sales and other personnel sufficiently to maintain its current business and support its projected growth. In addition, the Company must invest heavily in reskilling and upskilling its employees, including placing an emphasis on lifelong learning. A shortage of these key employees might jeopardize the Company’s ability to implement its growth strategy.

The pace of technological change continues to accelerate and the Company's ability to react effectively to such change may present significant competitive risks.

The pace of technological change is increasing at an exponential rate. The continued creation, development and advancement of new technologies such as 5G data networks, artificial intelligence, blockchain, quantum computing, data analytics, 3-D printing, robotics, sensor technology, data storage, neural networks, augmented reality, amongst others, as well as other technologies in the future that are not foreseen today, continue to transform processes, products and services.  The Company will need to stay abreast of such technologies, require its employees to continue to learn and adapt to new technologies and be able to integrate them into its current and future business models, products, services and processes and also guard against existing and new competitors disrupting its business using such technologies.  In addition, the Company will need to compete for talent that is familiar with such technologies including upskilling its workforce. There can be no assurance that the Company will continue to compete effectively with its industry peers due to technological changes, which could result in a material adverse effect on the Company's business and results of operations.

The Company has significant operations outside of the United States, which are subject to political, legal, economic and other risks inherent inarising from operating outside of the United States.
The Company generates a significant portion of its total revenue outside of the United States. Business operations outside of the United States are subject to political, economic and other risks inherent in operating in certain countries, such as:
the difficulty of enforcing agreements and protecting assets through legal systems outside the U.S.; including intellectual property rights, which may not be recognized, and which the Company may not be able to protect outside the U.S. to the same extent as under U.S. law;
managing widespread operations and enforcing internal policies and procedures such as compliance with U.S. and foreign anti-bribery, anti-corruption, and anti-corruptionsanctions regulations;
trade protection measures and import or export licensing requirements;requirements including those related to the U.S.'s relationship with China;
the application of certain labor regulations outside of the United States;
compliance with a wide variety of non-U.S. laws and regulations;
changes in the general political and economic conditions in the countries where the Company operates, particularly in emerging markets;
the threat of nationalization and expropriation;
increased costs and risks of doing business in a wide variety of jurisdictions;
the increased possibility of cyber threats in certain jurisdictions;
government controls limiting importation of goods;
government controls limiting payments to suppliers for imported goods;
limitations on, or impacts from, the repatriation of foreign earnings; and
exposure to wage, price and capital controls.
Changes in the political or economic environments in the countries in which the Company operates could have a material adverse effect on its financial condition, results of operations or cash flows. In early 2020, an outbreak of the coronavirus occurred in China and other jurisdictions. The extent of the outbreak and its impact on the Company's operations is uncertain. A prolonged outbreak could cause interruptions to the Company's operations and its customers and suppliers.  Additionally, the Company is subject to complex U.S., foreign and other local laws and regulations that are applicable to its operations abroad, such as the Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and other anti-bribery and anti-corruption laws. Although the Company has implemented internal controls, policies and procedures and employee training and compliance programs to deter prohibited practices, such measures may not be effective in preventing employees, contractors or agents from violating or circumventing such internal policies and violating applicable laws and regulations. Any determination that the Company has violated anti-bribery or anti-corruption laws or sanctions regulations could have a material adverse effect on the Company’s business, operating results and financial condition. Compliance with international and U.S. laws and regulations



that apply to the Company’s international operations increases the cost of doing business in foreign jurisdictions. Violations of such laws and regulations may result in severe fines and penalties, criminal sanctions, administrative remedies or restrictions on business conduct, and could have a material adverse effect on the Company’s reputation, its ability to attract and retain employees, its business, operating results and financial condition.
The Company’s business is subject to risks associated with sourcing and manufacturing overseas.
The Company imports large quantities of finished goods, component parts and raw materials. Substantially all of its import operations are subject to customs requirements and to tariffs and quotas set by governments through mutual agreements, bilateral actions or, in some cases unilateral action. In addition, the countries in which the Company’s products and materials are manufactured or imported from (including importation into the U.S. of ourthe Company's products manufactured overseas) may from time to time impose additional quotas, duties, tariffs or other restrictions on its imports (including restrictions on manufacturing operations) or adversely modify existing restrictions. In recent years, changes in U.S. policy regarding international trade, including import and export regulation and international trade agreements, have negatively impacted the Company’s business. For example, in 2018 the U.S. imposed tariffs on steel and aluminum as well as on goods imported from China and certain other countries, which resulted in retaliatory tariffs by China and other countries. Additional tariffs imposed by the U.S. on a broader range of imports, or further retaliatory trade measures taken by China or other countries in response, could result in an increase in supply chain costs that the Company may not be able to offset or otherwise adversely impact the Company’s results of operations. Furthermore, imported products and materials may be subject to future border adjustment taxestariffs or tariffsother trade measures in the U.S. Imports are also subject to unpredictable foreign currency variation which may increase the Company’s cost of goods sold. Adverse changes in these import costs and restrictions, or failure by the Company’s suppliers’ failuresuppliers to comply with customs regulations or similar laws, could harm the Company’s business.
The Company’s operations are also subject to the effects of international trade agreements and regulations such as the North American Free TradeUnited States-Mexico-Canada Agreement, and the activities and regulations of the World Trade Organization. Although these trade agreements generally have positive effects on trade liberalization, sourcing flexibility and cost of goods by reducing or eliminating the duties and/or quotas assessed on products manufactured in a particular country, trade agreements can also impose requirements that adversely affect the Company’s business, such as setting quotas on products that may be imported from a particular country into key markets including the U.S. or the European Union ("EU"), or making it easier for other companies to compete, by eliminating restrictions on products from countries where the Company’s competitors source products.
The Company’s ability to import products in a timely and cost-effective manner may also be affected by conditions at ports or issues that otherwise affect transportation and warehousing providers, such as port and shipping capacity, labor disputes, severe weather or increased homeland security requirements in the U.S. and other countries. These issues could delay importation of products or require the Company to locate alternative ports or warehousing providers to avoid disruption to customers. These alternatives may not be available on short notice or could result in higher transit costs, which could have an adverse impact on the Company’s business and financial condition.
In addition, the Company has a number of key suppliers in South Korea. Escalation of hostilities with North Korea and/or military action in the region could cause disruptions in the Company's supply chain which could, in turn, cause product shortages, delays in delivery and/or increases in the Company's cost incurred to produce and deliver products to its customers.
The Company’s success depends on its ability to improve productivity and streamline operations to control or reduce costs.
The Company is committed to continuous productivity improvement and evaluating opportunities to reduce fixed costs, simplify or improve processes, and eliminate excess capacity. The Company has undertaken restructuring actions, the savings of which may be mitigated by many factors, including economic weakness, competitive pressures, and decisions to increase costs in areas such as sales promotion or research and development above levels that were otherwise assumed. Failure to achieve, or delays in achieving, projected levels of efficiencies and cost savings from such measures, or unanticipated inefficiencies resulting from manufacturing and administrative reorganization actions in progress or contemplated, would adversely affect the Company’s results.
The Company is exposed to risks related to cybersecurity.
The Company’s operations rely on the secure processing, storage and transmission of confidential, sensitive, proprietary and other types of information relating to its business operations, as well as confidential and sensitive information about its customers and employees maintained in the Company’s computer systems and networks, certain products and services, and in the computer systems and networks of its third-party vendors. Cyber threats are rapidly evolving as data thieves and hackers have become increasingly sophisticated and carry out large-scale, complex automated attacks. The Company may not be able to


anticipate or prevent all such attacks and could be held liable for any resulting security breach or data loss. In addition, it is not always possible to deter misconduct by employees or third-party vendors.
Breaches of the Company’s technology and systems, or those of the Company’s vendors, whether from circumvention of security systems, denial-of-service attacks or other cyber-attacks, hacking, “phishing” attacks, computer viruses, ransomware or malware, employee or insider error, malfeasance, social engineering, physical breaches or other actions, may result in manipulation or corruption of sensitive data, material interruptions or malfunctions in the Company’s or such vendors’ websites, applications, data processing, and certain products and services, or disruption of other business operations. Furthermore, any such breaches could compromise the confidentiality and integrity of material information held by the Company (including information about the Company’s business, employees or customers), as well as sensitive personally identifiable information (“PII”), the disclosure of which could lead to identity theft. Measures that the Company takes to avoid, detect, mitigate or recover from material incidents, including implementing and conducting training on insider trading policies for the Company’s employees and maintaining contractual obligations for the Company’s third-party vendors, can be expensive, and may be insufficient, circumvented, or may become ineffective.
The Company has invested and continues to invest in risk management and information security and data privacy measures in order to protect its systems and data, including employee training, organizational investments, incident response plans, table top exercises and technical defenses. The cost and operational consequences of implementing, maintaining and enhancing further data or system protection measures could increase significantly to overcome increasingly intense, complex, and sophisticated global cyber threats. Despite the Company’s best efforts, it is not fully insulated from data breaches and system disruptions. Recent well-publicized security breaches at other companies have led to enhanced government and regulatory scrutiny of the measures taken by companies to protect against cyber-attacks, and may in the future result in heightened cybersecurity requirements, including additional regulatory expectations for oversight of vendors and service providers. Any material breaches of cybersecurity, including the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data, or media reports of perceived security vulnerabilities to the Company’s systems, products and services or those of the Company’s third parties, even if no breach has been attempted or occurred, could cause the Company to experience reputational harm, loss of customers and revenue, fines, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard the Company’s customers’ information, or financial losses that are either not insured against or not fully covered through any insurance maintained by the Company. Any of the foregoing may have a material adverse effect on the Company’s business, operating results and financial condition.
The Company is exposed to risks related to compliance with data privacy laws.
To conduct its operations, the Company regularly moves data across national borders, and consequently is subject to a variety of continuously evolving and developing laws and regulations in the United States and abroad regarding privacy, data protection and data security. The scope of the laws that may be applicable to the Company is often uncertain and may be conflicting, particularly with respect to foreign laws. For example, the European Union’s General Data Protection Regulation (“GDPR”), which became effective in May 2018, greatly increased the jurisdictional reach of European Union law and added a broad array of requirements for handling personal data, including the public disclosure of significant data breaches. Similarly, the California Consumer Privacy Act of 2018 (“CCPA”), which was enacted in June 2018 and came into effect on January 1, 2020, provides a new private right of action for data breaches and requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices and allow consumers to opt out of certain data sharing with third parties. The Company's reputation and brand and its ability to attract new customers could also be adversely impacted if the Company fails, or is perceived to have failed, to properly respond to security breaches of its or third party’s information technology systems. Such failure to properly respond could also result in similar exposure to liability.
Additionally, other countries have enacted or are enacting data localization laws that require data to stay within their borders. In many cases, these laws and regulations apply not only to transfers between unrelated third parties but also to transfers between the Company and its subsidiaries. All of these evolving compliance and operational requirements impose significant costs that are likely to increase over time. Implementation of the GDPR and CCPA and other data localization laws will continue to require changes to certain business practices, thereby increasing costs, or may result in negative publicity, require significant management time and attention, and may subject the Company to remedies that may harm its business, including fines or demands or orders that the Company modify or cease existing business practices.
The performance of the Company may suffer from business disruptions or other costs associated with information technology, cyber attacks, system implementations, or catastrophic losses affecting distribution centers and other infrastructure.


The Company relies heavily on computer systems, including those of third parties, to manage and operate its businesses, and record and process transactions. Computer systems are important to production planning, customer service and order fulfillment among other business-critical processes. Consistent and efficient operation of the computer hardware and software systems is imperative to the successful sales and earnings performance of the Company's various businesses in many countries.
Despite efforts to prevent such situations and maintaining insurance policies and loss control and risk management practices that partially mitigate these risks, the Company’s systems may be affected by damage or interruption from, among other causes, power outages, system failures or computer viruses. Computer hardware and storage equipment that is integral to efficient operations, such as e-mail, telephone and other functionality, is concentrated in certain physical locations in the various continents in which the Company operates.
Further, security threats and sophisticated computer crime pose a potential risk to the security of the Company’s information technology systems, networks, services and assets, as well as the confidentiality and integrity of the Company’s data. If Additionally, the Company suffers a lossrelies on software applications and enterprise cloud storage systems and cloud computing services provided by third-party vendors, and the Company's business may be adversely affected by service disruptions or disclosure of business or stakeholder information due to security breaches and business continuity plans do not effectively address these issues on a timely basis, the Company may suffer interruptions in its ability to manage operations as well as reputational, competitive or business harm, which may adversely impact the Company’s results of operations and financial condition.such third-party systems.
In addition, the Company is in the process of system conversions to SAP as well as other applications to provide a common platform across most of its businesses. There can be no assurances that expected expense synergies will be achieved or that there will not be delays to the expected timing of such synergies. It is possible the costs to complete the system conversions


may exceed current expectations, and that significant costs may be incurred that will require immediate expense recognition as opposed to capitalization. The risk of disruption to key operations is increased when complex system changes such as SAP conversions are undertaken. If systems fail to function effectively, or become damaged, operational delays may ensue and the Company may be forced to make significant expenditures to remedy such issues. Any significant disruption in the Company’s computer operations could have a material adverse impact on its business and results.
The Company’s operations are significantly dependent on infrastructure, notably certain distribution centers and security alarm monitoring facilities, which are concentrated in various geographic locations. Factors that are hard to predict or beyond the Company’s control, like weather (including any potential effects of climate change), natural disasters, supply and commodity shortages, fire, explosions, terrorism, political unrest, cybersecurity breaches, generalized labor unrest or health pandemics could damage or disrupt the Company’s infrastructure, or that of its suppliers or distributors. If anythe Company does not effectively plan for or respond to disruptions in its operations, or cannot quickly repair damage to its information, production or supply systems, the Company may be late in delivering or unable to deliver products and services to its customers, and the quality and safety of these wereits products and services might be negatively affected. If a material or extended disruption occurs, the Company may lose its customers’ or business partners’ confidence or suffer damage to experience a catastrophic loss, such as a fire, earthquake, hurricane, or flood, itits reputation, and long-term consumer demand for its products and services could disrupt operations, delay production, shipments and revenue and result in large expenses to repair or replacedecline. Although the facility. The Company maintains business interruption insurance, but it may not fully protect the Company against all adverse effects that could result from significant disruptions.
Unforeseen events, including war, terrorism and other international conflicts and public health issues, whether occurring in the United States or abroad, could disrupt the Company's operations, disrupt the operations of its suppliers or customers, or result in political or economic instability. These events could reduce demand formaterially and adversely affect the Company's productsCompany’s product sales, financial condition and make it difficult or impossible to manufacture products, deliver products to customers, or receive materials from suppliers.results of operations.
The Company’s results of operations could be negatively impacted by inflationary or deflationary economic conditions which could affect the ability to obtain raw materials, component parts, freight, energy, labor and sourced finished goods in a timely and cost-effective manner.
The Company’s products are manufactured using both ferrous and non-ferrous metals including, but not limited to, steel, zinc, copper, brass, aluminum, and nickel. Additionally, the Company uses other commodity-based materials for components and packaging including, but not limited to, plastics, resins, wood and corrugated products. The Company’s cost base also reflects significant elements for freight, energy and labor. The Company also sources certain finished goods directly from vendors. If the Company is unable to mitigate any inflationary increases through various customer pricing actions and cost reduction initiatives, its profitability may be adversely affected.
Conversely, in the event there is deflation, the Company may experience pressure from its customers to reduce prices, and there can be no assurance that the Company would be able to reduce its cost base (through negotiations with suppliers or other measures) to offset any such price concessions which could adversely impact results of operations and cash flows.
Further, as a result of inflationary or deflationary economic conditions, the Company believes it is possible that a limited number of suppliers may either cease operations or require additional financial assistance from the Company in order to fulfill their obligations. In a limited number of circumstances, the magnitude of the Company’s purchases of certain items is of such significance that a change in established supply relationships with suppliers or increase in the costs of purchased raw materials, component parts or finished goods could result in manufacturing interruptions, delays, inefficiencies or an inability to market products. Changes in value-added tax rebates, currently available to the Company or to its suppliers, could also increase the costs of the Company’s manufactured products, as well as purchased products and components, and could adversely affect the Company’s results.


In addition, many of the Company’s products incorporate battery technology. As other industries begin to adopt similar battery technology for use in their products, the increased demand could place capacity constraints on the Company’s supply chain. In addition, increased demand for battery technology may also increase the costs to the Company for both the battery cells as well as the underlying raw materials. If the Company is unable to mitigate any possible supply constraints or related increased costs, its profitably and financial results could be negatively impacted.
Uncertainty about the financial stability of economies outside the U.S. could have a significant adverse effect on the Company's business, results of operations and financial condition.
The Company generates approximately 48%41% of its revenues from outside the U.S., including 23% of its revenues20% from Europe and 16%13% from various emerging market countries. Each of the Company’s segments generates sales fromin these marketplaces. While the Company believes any downturn in the European or emerging marketplaces might be offset to some degree by the relative stability in North America, the Company’s future growth, profitability and financial liquidity could be affected, in several ways, including but not limited to the following:
depressed consumer and business confidence may decrease demand for products and services;
customers may implement cost-reductioncost reduction initiatives or delay purchases to address inventory levels;
significant declines of foreign currency values in countries where the Company operates could impact both the revenue growth and overall profitability in those geographies;
a slowing or contracting Chinese economy could reduce China’s consumption and negatively impact the Company’s sales in that region, as well as globally;
a devaluation of foreign currencies could have an effect on the credit worthiness (as well as the availability of funds) of customers in those regions impacting the collectability of receivables;


a devaluation of foreign currencies could have an adverse effect on the value of financial assets of the Company in the effected countries;
the impact of an event (individual country default, Brexit, or break up of the Euro) could have an adverse impact on the global credit markets and global liquidity potentially impacting the Company’s ability to access these credit markets and to raise capital.
Continuing uncertainty associated with Brexit could adversely affect the Company’s business.
While the UK parliament has voted to approve the withdrawal/transition agreement negotiated by the EU and the UK government, significant uncertainty remains with respect to the impacts of Brexit. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets. Any impact from Brexit on the Company's business and operations over the long term will depend, in part, on the outcome of tariff, tax treaties, trade, regulatory, and other negotiations the UK conducts.
In particular, the Company's operations in the UK will be particularly exposed to the risks and uncertainties relating to Brexit. Depending on the terms of Brexit, the UK could lose access to the single EU market and to the global trade deals negotiated by the EU on behalf of its members. The Bank of England and other observers have warned of a significant probability of a Brexit-related recession in the UK. Volatility in exchanges rates, including potential declines in the value of the British Pound, and in interest rates are also expected. Disruptions and uncertainty caused by Brexit may also cause customers to closely monitor their costs and reduce their spending budget on the Company's products and services. These impacts could cause a significant decline in revenue as the Company generates approximately 4% of its revenues in the UK. In addition, as the UK determines which EU laws to replace or replicate, Brexit could lead to potentially divergent national laws and regulations, which could result in an uncertain and difficult regulatory environment that could negatively impact the Company's UK business.
The Company is exposed to market risk from changes in foreign currency exchange rates which could negatively impact profitability.
The Company manufactures and sells its products in many countries throughout the world. As a result, there is exposure to foreign currency risk as the Company enters into transactions and makes investments denominated in multiple currencies. The Company’s predominant currency exposures are related to the Euro, Canadian Dollar, British Pound, Australian Dollar, Brazilian Real, Argentine Peso, Chinese Renminbi (“RMB”) and the Taiwan Dollar. In preparing its financial statements, for foreign operations with functional currencies other than the U.S. dollar, asset and liability accounts are translated at current exchange rates, andwhile income and expenses are translated using weighted-averageaverage exchange rates. With respect to the effects on


translated earnings, if the U.S. dollar strengthens relative to local currencies, the Company’s earnings could be negatively impacted. In 2016, translational and transactional foreign currency fluctuations negatively impacted pre-tax earnings by approximately $155 million and diluted earnings per share by approximately $0.82. The translational and transactional impacts will vary over time and may be more material in the future. Although the Company utilizes risk management tools, including hedging, as it deems appropriate, to mitigate a portion of potential market fluctuations in foreign currencies, there can be no assurance that such measures will result in all market fluctuation exposure being eliminated. The Company generally does not hedge the translation of its non-U.S. dollar earnings in foreign subsidiaries, but may choose to do so in certain instances.
The Company sources many products from China and other low-cost countries for resale in other regions. To the extent the RMB or other currencies appreciate, the Company may experience cost increases on such purchases. The Company may not be successful at implementing customer pricing or other actions in an effort to mitigate the related cost increases and thus its profitability may be adversely impacted.
The Company has incurred, and may incur in the future, significant indebtedness, orand may in the future issue additional equity securities, in connection with mergers or acquisitions which may impact the manner in which it conducts business or the Company’s access to external sources of liquidity. The potential issuance of such securities may limit the Company’s ability to implement elements of its growth strategy and may have a dilutive effect on earnings.

As described inNote H, Long-Term Debt and Financing Arrangements, of the Notes to Consolidated Financial Statements in Item 8, the Company has a five-year $1.75$2.0 billion committed credit facility and a 364-day $1.0 billion committed credit facility.  No amounts were outstanding against this facilityeither of these facilities at December 31, 2016.28, 2019.
The instruments and agreements governing certain of the Company’s current indebtedness contain requirements or restrictive covenants that include, among other things:
a limitation on creating liens on certain property of the Company and its subsidiaries;
a restriction on entering into certain sale-leaseback transactions;
customary events of default. If an event of default occurs and is continuing, the Company might be required to repay all amounts outstanding under the respective instrument or agreement; and
maintenance of a specified financial ratio. The Company has an interest coverage covenant that must be maintained to permit continued access to its committed revolving credit facilities. The interest coverage ratio tested for covenant compliance compares adjusted Earnings Before Interest, Taxes, Depreciation and Amortization to adjusted Interest Expense (“("adjusted EBITDA”EBITDA"/"adjusted Interest Expense”Expense"); such adjustments to interest or EBITDA include, but are not limited to, removal of non-cash interest expense and stock-based compensation expense. The interest coverage ratio must not be less than 3.5 times and is computed quarterly, on a rolling twelve months (last twelve months) basis. Under this covenant definition, the interest coverage ratio was 107.8 times EBITDA or higher in each of the 20162019 quarterly measurement periods. Management does not believe it is reasonably likely the Company will breach this covenant. Failure to maintain this ratio could adversely affect further access to liquidity.
Future instruments and agreements governing indebtedness may impose other restrictive conditions or covenants. Such covenants could restrict the Company in the manner in which it conducts business and operations as well as in the pursuit of its growth and repositioning strategies.


The Company is exposed to counterparty risk in its hedging arrangements.
From time to time, the Company enters into arrangements with financial institutions to hedge exposure to fluctuations in currency and interest rates, including forward contracts, options and swap agreements. The failure of one or more counterparties to the Company’s hedging arrangements to fulfill their obligations could adversely affect the Company’s results of operations.
Tight capital and credit markets or the failure to maintain credit ratings could adversely affect the Company by limiting the Company’s ability to borrow or otherwise access liquidity.
The Company’s long-term growth plans are dependent on, among other things, the availability of funding to support corporate initiatives and complete appropriate acquisitions and the ability to increase sales of existing product lines. While the Company has not encountered financing difficulties to date, the capital and credit markets have experienced extreme volatility and disruption in recent years.the past and may again in the future. Market conditions could make it more difficult for the Company to borrow or otherwise obtain the cash required for significant new corporate initiatives and acquisitions. In addition,


Furthermore, there could be a number of follow-on effects from such a credit crisis on the Company’s businesses, including insolvency of key suppliers resulting in product delays; inability of customers to obtain credit to finance purchases of the Company’s products and services and/or customer insolvencies.
In addition, the major rating agencies regularly evaluate the Company for purposes of assigning credit ratings. The Company’s ability to access the credit markets, and the cost of these borrowings, is affected by the strength of its credit ratings and current market conditions. Failure to maintain credit ratings that are acceptable to investors may adversely affect the cost and other terms upon which the Company is able to obtain financing, as well as its access to the capital markets.
Discontinuation, reform or replacement of the London Inter-bank Offered Rate ("LIBOR") and other benchmark rates, or uncertainty related to the potential for any of the foregoing, may adversely affect the Company.
The UK Financial Conduct Authority announced in 2017 that it intends to phase out LIBOR by the end of 2021. In addition, other regulators have suggested reforming or replacing other benchmark rates. These may be replaced by the Secured Overnight Financing Rate (“SOFR”) or other benchmark rates over the next several years. The discontinuation, reform or replacement of LIBOR or any other benchmark rates may have an unpredictable impact on contractual mechanics in the credit markets or cause disruption to the broader financial markets. These changes, and related uncertainty as to the nature of such potential discontinuation, reform or replacement may create incremental uncertainty in obtaining financing or increase the cost of borrowing. At this time, the Company cannot predict the overall effect of the modification or discontinuation of LIBOR or the establishment of alternative benchmark rates.
The Company’s acquisitions, as well as general business reorganizations, may result in significant costs and certain risks for its business and operations.
In addition to2019, the Company completed the IES Attachments acquisition as well as a number of other smaller acquisitions completed in recent years,acquisitions. In addition, the Company has also entered into definitive agreementsreached an agreement in October 2016 and January 20172020 to acquire Newell ToolsConsolidated Aerospace Manufacturing, LLC ("CAM") and the Craftsman brand, respectively. The Company may make additional acquisitions in the future.
Acquisitions involve a number of risks, including:
the failure to identify the most suitable candidates for acquisitions;
the ability to identify and close on appropriate acquisition opportunities within desired time frames at reasonable cost;
the anticipated additional revenues from the acquired companies do not materialize, despite extensive due diligence;
the possibility that the acquired companies will not be successfully integrated or that anticipated cost savings, synergies, or other benefits will not be realized;
the acquired businesses will lose market acceptance or profitability;
the diversion of Company management’s attention and other resources;
the incurrence of unexpected costs and liabilities, including those associated with undisclosed pre-closing regulatory violations by the acquired business; and
the loss of key personnel, and clients or customers of acquired companies.
In addition, the success of the Company’s long-term growth and repositioning strategy will depend in part on successful general reorganization including its ability to:
combine businesses and operations;
integrate departments, systems and procedures; and
obtain cost savings and other efficiencies from such reorganizations, including the Company's functional transformationmargin resiliency initiative.
Failure to effectively consummate or manage the pending acquisitionsCAM acquisition and any future acquisitions or general business reorganizations, and mitigate the related risks, may adversely affect the Company’s existing businesses and harm its operational results due to large write-offs, significant restructuring costs, contingent liabilities, substantial depreciation, and/or adverse tax or other consequences. The Company cannot ensure that such integrations and reorganizations will be successfully completed or that all of the planned synergies and other benefits will be realized.


Expansion of the Company's activity in emerging markets may result in risks due to differences in business practices and cultures.


The Company's growth plans include efforts to increase revenue from emerging markets through both organic growth and acquisitions. Local business practices in these regions may not comply with U.S. laws, local laws or other laws applicable to the Company. When investigating potential acquisitions, the Company seeks to identify historical practices of target companies that would create liability or other exposures for the Company were they to continue post-completion or as a successor to the target. Where such practices are discovered, the Company assesses the risk to determine whether it is prepared to proceed with the transaction. In assessing the risk, the Company looks at, among other factors, the nature of the violation, the potential liability, including any fines or penalties that might be incurred, the ability to avoid, minimize or obtain indemnity for the risks, and the likelihood that the Company would be able to ensure that any such practices are discontinued following completion of the acquisition through implementation of its own policies and procedures. Due diligence and risk assessment are, however, imperfect processes, and it is possible that the Company will not discover problematic practices until after completion, or that the Company will underestimate the risks associated with historical activities. Should that occur, the Company may incur fees, fines, penalties, injury to its reputation or other damage that could negatively impact the Company's earnings.

Significant judgment and certain estimates are required in determining the Company’s worldwide provision for income taxes. Future tax law changes and audit results may materially increase the Company’s prospective income tax expense.

The Company is subject to income taxation in the U.S. as well as numerous foreign jurisdictions. Significant judgment is required in determining the Company’s worldwide income tax provision and accordingly there are many transactions and computations for which the final income tax determination is uncertain. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes. The Company periodically assesses its liabilities and contingencies for all tax years still subject to audit based on the most currently available information, which involves inherent uncertainty. The Company is routinely audited by income tax authorities in many tax jurisdictions. Although management believes the recorded tax estimates are reasonable, the ultimate outcome of any audit (or related litigation) could differ materially from amounts reflected in the Company’s income tax accruals. Additionally, the global income tax provision can be materially impacted due to foreign currency fluctuations against the U.S. dollar since a significant amount of the Company’s earnings are generated outside the United States. Lastly, it is possible that future income tax legislation may be enacted that could have a material impact on the Company’s worldwide income tax provision beginning with the period that such legislation becomes enacted. Lastly, the global income tax provision can be materially impacted due to foreign currency fluctuations against the U.S. dollar since a significant amount of the Company’s earnings are generated outside the United States.
The Company’s failure to continue to successfully avoid, manage, defend, litigate and accrue for claims and litigation could negatively impact its results of operations or cash flows.
The Company is exposed to and becomes involved in various litigation matters arising out of the ordinary routine conduct of its business, including, from time to time, actual or threatened litigation relating to such items as commercial transactions, product liability, workers compensation, arrangements between the Company’sCompany and its distributors, and franchisees or vendors, intellectual property claims and regulatory actions.
In addition, the Company is subject to environmental laws in each jurisdiction in which business is conducted. Some of the Company’s products incorporate substances that are regulated in some jurisdictions in which it conducts manufacturing operations. The Company could be subject to liability if it does not comply with these regulations. In addition, the Company is currently, and may in the future be held responsible for remedial investigations and clean-up costs resulting from the discharge of hazardous substances into the environment, including sites that have never been owned or operated by the Company but at which it has been identified as a potentially responsible party under federal and state environmental laws and regulations. Changes in environmental and other laws and regulations in both domestic and foreign jurisdictions could adversely affect the Company’s operations due to increased costs of compliance and potential liability for non-compliance.
The Company manufactures products, configures and installs security systems and performs various services that create exposure to product and professional liability claims and litigation. If such products, systems and services are not properly manufactured, configured, installed, designed or delivered, personal injuries, property damage or business interruption could result, which could subject the Company to claims for damages. The costs associated with defending product liability claims and payment of damages could be substantial. The Company’s reputation could also be adversely affected by such claims, whether or not successful.
There can be no assurance that the Company will be able to continue to successfully avoid, manage and defend such matters. In addition, given the inherent uncertainties in evaluating certain exposures, actual costs to be incurred in future periods may vary from the Company’s estimates for such contingent liabilities.



The Company’s products could be recalled.
The Company maintains an awareness of and responsibility for the potential health and safety impacts on its customers. The Company's product development processes include tollgates for product safety review, and extensive testing is conducted on product safety. Safety reviews are performed at various product development milestones, including a review of product labeling and marking to ensure safety and operational hazards are identified for the customer.
Despite safety and quality reviews, the Consumer Product Safety Commission or other applicable regulatory bodies may require, or the Company may voluntarily institute, the recall, repair or replacement of the Company’s products if those products are found not to be in compliance with applicable standards or regulations. A recall could increase the Company's costs and adversely impact the Company’sits reputation.
The Company is exposed to credit risk on its accounts receivable.
The Company’s outstanding trade receivables are not generally covered by collateral or credit insurance. While the Company has procedures to monitor and limit exposure to credit risk on its trade and non-trade receivables, there can be no assurance such procedures will effectively limit its credit risk and avoid losses, which could have an adverse effect on the Company’s financial condition and operating results.
If the Company were required to write-down all or part of its goodwill, indefinite-lived trade names, or other definite-lived intangible assets, its net income and net worth could be materially adversely affected.
As a result of the Black and Decker merger and other acquisitions, the Company has $6,694.0 millionapproximately $9.2 billion of goodwill, $1,508.5 millionapproximately $2.2 billion of indefinite-lived trade names and $791.0 millionapproximately $1.4 billion of net definite-lived intangible assets at December 31, 2016. These amounts exclude approximately $302.8 million of goodwill, $65.2 million of an indefinite-lived trade name and $31.8 million of net definite-lived intangibles that are classified within Assets held for sale on the Consolidated Balance Sheets at December 31, 2016. Refer to Note T, Divestitures, for further discussion.28, 2019. The Company is required to periodically, at least annually, determine if its goodwill or indefinite-lived trade names have become impaired, in which case it would write down the impaired portion of the asset. The definite-lived intangible assets, including customer relationships, are amortized over their estimated useful lives and are evaluated for impairment when appropriate. Impairment of intangible assets may be triggered by developments outside of the Company’s control, such as worsening economic conditions, technological change, intensified competition or other factors resulting in deleterious consequences.
If the investments in employee benefit plans do not perform as expected, the Company may have to contribute additional amounts to these plans, which would otherwise be available to cover operating expenses or other business purposes.
The Company sponsors pension and other post-retirement defined benefit plans. The Company’s defined benefit plan assets are currently invested in equity securities, government and corporate bonds and other fixed income securities, money market instruments and insurance contracts. The Company’s funding policy is generally to contribute amounts determined annually on an actuarial basis to provide for current and future benefits in accordance with applicable law which require, among other things, that the Company make cash contributions to under-funded pension plans. During 2016,2019, the Company made cash contributions to its defined benefit plans of $57approximately $48 million and it expects to contribute $66$38 million to its defined benefit plans in 2017.2020.
There can be no assurance that the value of the defined benefit plan assets, or the investment returns on those plan assets, will be sufficient in the future. It is therefore possible that the Company may be required to make higher cash contributions to the plans in future years which would reduce the cash available for other business purposes, and that the Company will have to recognize a significant pension liability adjustment which would decrease the net assets of the Company and result in higher expense in future years. The fair value of thesethe defined benefit plan assets at December 31, 201628, 2019 was $2.082approximately $2.2 billion.
Risks associated with hostilities involving North Korea.
The Company has a number of key suppliers in South Korea. Escalation of hostilities with North Korea and/or military action in the region could cause disruptions in the Company's supply chain which could, in turn, cause product shortages, delays in delivery and/or increases in the Company's cost incurred to produce and deliver products to its customers.

18



ITEM 1B. UNRESOLVED STAFF COMMENTS
None.


19






ITEM 2. PROPERTIES
As of December 31, 2016,28, 2019, the Company and its subsidiaries owned or leased significant facilities used for manufacturing, distribution and sales offices in 1921 states and 17 foreign18 countries. The Company leases its corporate headquarters in New Britain, Connecticut. The Company has 79 other92 facilities including its corporate headquarters that are larger than 100,000 square feet. These facilities are broken out by segmentfeet, as follows:
Owned Leased TotalOwned Leased Total
Tools & Storage41 17 5845 20 65
Industrial15 6 21
Security5 3 81 2 3
Industrial9 4 13
Corporate2 1 3
Total55 24 7963 29 92
The combined size of these facilities is approximately 2025 million square feet. The buildings are in good condition, suitable for their intended use, adequate to support the Company’s operations, and generally fully utilized.


ITEM 3. LEGAL PROCEEDINGS

In the normal course of business, the Company is involved in various lawsuits and claims, including product liability, environmental and distributor claims, and administrative proceedings. The Company does not expect that the resolution of these matters will have a materially adverse effect on the Company’s consolidated financial position, results of operations or liquidity.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

20





PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock is listed and traded on the New York Stock Exchange, Inc. (“NYSE”) under the abbreviated ticker symbol “SWK”, and is a component of the Standard & Poor’s (“S&P”) 500 Composite Stock Price Index. The Company’s high and low quarterly stock prices on the NYSE for the years ended December 31, 201628, 2019 and January 2, 2016December 29, 2018 follow:
 2016 2015 2019 2018
 High Low 
Dividend Per
Common
Share
 High Low 
Dividend Per
Common
Share
 High Low 
Dividend Per
Common
Share
 High Low 
Dividend Per
Common
Share
QUARTER:                        
First $106.64
 $90.14
 $0.55
 $100.17
 $90.51
 $0.52
 $138.92
 $115.69
 $0.66
 $175.91
 $150.84
 $0.63
Second $115.05
 $104.24
 $0.55
 $107.71
 $95.93
 $0.52
 $153.08
 $127.22
 $0.66
 $157.38
 $132.81
 $0.63
Third $124.46
 $111.40
 $0.58
 $108.17
 $94.66
 $0.55
 $152.51
 $128.85
 $0.69
 $154.36
 $131.84
 $0.66
Fourth $125.78
 $113.49
 $0.58
 $110.17
 $98.15
 $0.55
 $167.76
 $135.09
 $0.69
 $147.51
 $108.45
 $0.66
Total     $2.26
     $2.14
     $2.70
     $2.58
As of February 1, 2017,6, 2020, there were 10,3179,348 holders of record of the Company’s common stock. Information required by Item 201(d) of Regulation S-K concerning securities authorized for issuance under equity compensation plans can be found under Item 12 of this Annual Report on Form 10-K.
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 Securities Exchange Act of 1934 for the three months ended December 31, 201628, 2019:
 
2016 (a) Total Number Of Shares Purchased Average Price Paid Per Share  
Total Number Of Shares Purchased As Part Of A Publicly Announced Plan
or Program
 
(b) Maximum Number Of Shares That May
Yet Be Purchased Under The Program
October 2 - November 5 1,911,039
 $95.85
  
 10,100,000
November 6 - December 3 122,305
 $120.89
  
 10,000,000
December 4 - December 31 84,922
 $118.86
  
 10,000,000
Total 2,118,266
 $98.22
  
 10,000,000
2019 
Total Number Of Shares Purchased
(a)
 Average Price Paid Per Share  
Total Number Of Shares Purchased As Part Of A Publicly Announced Plan
or Program
 
Maximum Number Of Shares That May
Yet Be Purchased Under The Program (b)
September 29 - November 2 6,078
 $146.11
  
 11,500,000
November 3 - November 30 
 $
  
 11,500,000
December 1 - December 28 93,854
 $155.57
  
 11,500,000
Total 99,932
 $154.99
  
 11,500,000
 
(a)In October and November 2016, the Company net-share settled capped call options on its common stock and received 295,929 and 122,305 shares, respectively, using an average reference price of $117.84 per common share. Additionally, in October 2016, the Company physically settled its forward share repurchase contract entered into in October 2014, receiving 1,603,822 shares for a settlement amount of $147.4 million. The remaining shares of common stock in this column were deemed surrendered to the Company by participants in various benefit plans of the Company to satisfy the participants’ taxes related to vesting or delivery of time-vesting restricted share units under those plans.
(b)
On July 23, 2014,20, 2017, the Board of Directors approved a new repurchase ofprogram for up to 2515.0 million shares of the Company'sCompany’s common stock.stock and terminated its previously approved repurchase program. As of December 31, 2016,28, 2019, the remaining authorized shares available for repurchase is 10.0under the new repurchase program totaled approximately 11.5 million shares. Furthermore,The currently authorized shares available for repurchase do not include approximately 3.6 million shares are reserved and authorized for purchase in connection withunder the Company’s previously approved repurchase program relating to a forward share purchase contract entered into in March 2015, which obligates the Company to pay $350.0 million plus an additional amount related to the forward component of the contract to the financial institution counterparty not later than April 2019 or earlier at the Company's option.2015. Refer to Note J, Capital Stock, of the Notes to Consolidated Financial Statements in Item 8 for further discussion.




Stock Performance Graph
The following line graph compares the yearly percentage change in the Company’s cumulative total shareholder return for the last five years to that of the Standard & Poor’s (S&P)S&P 500 Index and the S&P 500 Industrials Index. Also included below is a reference to the Company’s Peer Group used in prior years.  The Company has decided that theto use of the S&P 500 Industrials Index, which is utilized by a number of the Company’s industrial peers, for the purpose of this disclosure, is a better comparative index than the prior Peer Group which only consisted of eight companies and requires adjustment from time to time due to acquisitions and divestitures.disclosure.
graph03.jpg
THE POINTS IN THE ABOVE TABLE ARE AS FOLLOWS:2011 2012 2013 2014 2015 20162014 2015 2016 2017 2018 2019
Stanley Black & Decker$100.00
 $109.44
 $126.08
 $152.90
 $170.51
 $192.05
$100.00
 $113.49
 $124.45
 $187.28
 $133.56
 $190.15
S&P 500$100.00
 $114.06
 $152.95
 $174.51
 $174.28
 $199.78
$100.00
 $101.40
 $113.51
 $138.29
 $131.08
 $174.29
S&P 500 Industrials$100.00
 $112.79
 $151.30
 $170.59
 $173.08
 $195.25
$100.00
 $102.95
 $113.41
 $139.18
 $133.88
 $179.13
Peer Group$100.00
 $144.18
 $207.65
 $241.71
 $257.33
 $302.93
The comparison assumes $100 invested at the closing price on December 31, 2011January 2, 2015 in the Company’s common stock, S&P 500 Index, and S&P 500 Industrials Index and the Company’s Peer Group.Index. Total return assumes reinvestment of dividends.   The Peer Group consists of the following eight companies:  Eaton Corporation plc, Danaher Corporation, Illinois Tool Works, Inc., Ingersoll-Rand Company, Masco Corporation, Newell Brands, Inc., Snap-on Incorporated and The Sherwin-Williams Company. Prior to 2013, the Company included Cooper Industries, Inc. in its Peer Group. Due to the acquisition of Cooper Industries, Inc. by Eaton Corporation in November 2012, the results of Eaton Corporation have been included in the Peer Group in place of Cooper Industries, Inc. for all years.      



22





ITEM 6. SELECTED FINANCIAL DATA
Acquisitions madeand divestitures completed by the Company during the five-year period presented below affect comparability of results. Refer to Note E, Acquisitions and Investments, and Note T, Divestitures, of the Notes to Consolidated Financial Statements in Item 8 and prior year 10-K filings for further information.
(Millions of Dollars) 2016 2015 2014 2013 (a) 2012 (b)
Continuing Operations:          
(Millions of Dollars, Except Per Share Amounts) 2019 (a) 2018 (b) 2017 (c) 2016 
20151
Net sales $11,407
 $11,172
 $11,339
 $10,890
 $10,022
 $14,442
 $13,982
 $12,967
 $11,594
 $11,172
Net earnings from continuing operations attributable to common shareowners $965
 $904
 $857
 $520
 $458
 $956
 $605
 $1,227
 $968
 $904
Net (loss) earnings from discontinued operations (c) $
 $(20) $(96) $(30) $426
Net earnings attributable to common shareowners $965
 $884
 $761
 $490
 $884
Net loss from discontinued operations(d) $
 $
 $
 $
 $(20)
Net Earnings Attributable to Common Shareowners $956
 $605
 $1,227
 $968
 $884
Basic earnings (loss) per share:                    
Continuing operations $6.61
 $6.10
 $5.49
 $3.35
 $2.81
 $6.44
 $4.06
 $8.20
 $6.63
 $6.10
Discontinued operations (c) $
 $(0.14) $(0.62) $(0.19) $2.61
Discontinued operations(d) $
 $
 $
 $
 $(0.14)
Total basic earnings per share $6.61
 $5.96
 $4.87
 $3.16
 $5.41
 $6.44
 $4.06
 $8.20
 $6.63
 $5.96
Diluted earnings (loss) per share:                    
Continuing operations $6.51
 $5.92
 $5.37
 $3.28
 $2.75
 $6.35
 $3.99
 $8.05
 $6.53
 $5.92
Discontinued operations (c) $
 $(0.13) $(0.60) $(0.19) $2.55
Discontinued operations(d) $
 $
 $
 $
 $(0.13)
Total diluted earnings per share $6.51
 $5.79
 $4.76
 $3.09
 $5.30
 $6.35
 $3.99
 $8.05
 $6.53
 $5.79
Percent of net sales (Continuing operations):                    
Cost of sales 62.6% 63.6% 63.8% 64.2% 63.5% 66.7% 65.3% 63.1% 63.2% 63.6%
Selling, general and administrative (d) 23.0% 22.3% 22.9% 24.7% 24.7%
Other-net 1.7% 2.0% 2.1% 2.6% 3.0%
Selling, general and administrative(e) 21.1% 22.7% 23.1% 22.7% 22.3%
Other, net 1.7% 2.1% 2.1% 1.6% 2.0%
Restructuring charges 1.1% 1.1% 0.4% 0.4% 0.4%
Interest, net 1.5% 1.5% 1.4% 1.4% 1.3% 1.6% 1.5% 1.4% 1.5% 1.5%
Earnings before income taxes 10.7% 10.3% 9.6% 5.4% 5.3%
Earnings before income taxes and equity interest 7.8% 7.3% 11.8% 10.6% 10.3%
Net earnings from continuing operations attributable to common shareowners 8.5% 8.1% 7.6% 4.8% 4.6% 6.6% 4.3% 9.5% 8.3% 8.1%
Balance sheet data:                    
Total assets (e)(f) $15,635
 $15,128
 $15,803
 $16,486
 $15,805
 $20,597
 $19,408
 $19,098
 $15,655
 $15,128
Long-term debt (e) $3,815
 $3,792
 $3,794
 $3,750
 $3,488
Long-term debt, including current maturities $3,180
 $3,822
 $3,806
 $3,806
 $3,797
Stanley Black & Decker, Inc.’s shareowners’ equity $6,367
 $5,812
 $6,429
 $6,799
 $6,667
 $9,136
 $7,836
 $8,302
 $6,374
 $5,816
Ratios:                    
Total debt to total capital 37.5% 39.5% 37.2% 37.9% 34.4% 27.8% 34.9% 31.5% 37.4% 39.5%
Income tax rate - continuing operations 21.3% 21.6% 20.9% 11.7% 14.2% 14.2% 40.7% 19.7% 21.3% 21.6%
Common stock data:                    
Dividends per share $2.26
 $2.14
 $2.04
 $1.98
 $1.80
 $2.70
 $2.58
 $2.42
 $2.26
 $2.14
Equity per share at year-end $42.76
 $39.08
 $41.34
 $43.73
 $43.19
Market price per share - high $125.78
 $110.17
 $97.36
 $92.36
 $81.34
Market price per share - low $90.14
 $90.51
 $75.64
 $73.97
 $59.25
Average shares outstanding (in 000’s):          
Equity per basic share at year-end $60.97
 $53.07
 $55.20
 $42.80
 $39.11
Market price per share — high $167.76
 $175.91
 $170.03
 $125.78
 $110.17
Market price per share — low $115.69
 $108.45
 $115.75
 $90.14
 $90.51
Weighted-average shares outstanding (in 000’s):          
Basic 146,041
 148,234
 156,090
 155,237
 163,067
 148,365
 148,919
 149,629
 146,041
 148,234
Diluted 148,207
 152,706
 159,737
 158,776
 166,701
 150,558
 151,643
 152,449
 148,207
 152,706
Other information:                    
Average number of employees 53,231
 51,815
 50,375
 49,445
 45,327
 61,755
 60,785
 57,076
 53,231
 51,815
Shareowners of record at end of year 10,313
 10,603
 10,932
 11,235
 11,285
 9,360
 9,727
 10,014
 10,313
 10,603

1 In the first quarter of 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“new revenue standard”) and ASU 2017-07, Compensation - Retirement Benefits (Topic 715) ("new pension standard").  As a result of the adoption of the new revenue standard, 2015 Stanley Black & Decker, Inc.’s shareowners’ equity includes a $4.3 million cumulative effect adjustment for periods prior to fiscal year 2016.  All other 2015 amounts were not recast as a result of the adoption of the new revenue standard or new pension standard.
(a)The Company's 20132019 results include $390$363 million of pre-tax charges related to mergerrestructuring, deal and acquisition-related charges, as well as the charges associated with theintegration costs, loss on extinguishment of debt, during the fourth quarterSecurity business transformation and margin resiliency initiatives, and a gain on a sale of 2013.a business. As a result, of these charges, net earnings attributable to common shareowners were reduced by $270 million (or $1.70 per diluted share). Asas a percentage of Net sales, Cost of sales was 27 basis points higher, Selling, general, & administrative was 125 basis points higher, Other-net was 47 basis points higher, Earnings before income taxes was 358 basis points lower, and Net



& administrative was 97 basis points higher, Other, net was 21 basis points higher, Restructuring charges was 106 basis points higher, and Earnings before income taxes and equity interest was 251 basis points lower. In addition, the Company's share of MTD's net earnings included an after-tax charge of approximately $24 million. Overall, the amounts described above resulted in a decrease to the Company's 2019 Net earnings attributable to common shareowners was 248 basis points lower. The Income tax rate - continuing operations ratio was 761 basis points lower.of $309 million (or $2.05 per diluted share).
(b)The Company's 20122018 results include $442$450 million of pre-tax charges related to mergeracquisitions, an environmental remediation settlement, a non-cash fair value adjustment, a cost reduction program, an incremental freight charge related to a service provider's bankruptcy, and acquisition-related charges, the charges associated with the $200 million in cost actions implemented in 2012, as well as the charges associated with the extinguishment of debt during the third quarter of 2012.a loss related to a previously divested business. As a result, of these charges, net earnings attributable to common shareowners were reduced by $329 million (or $1.97 per diluted share). Asas a percentage of Net sales, Cost of sales was 3047 basis points higher, Selling, general, & administrative was 138113 basis points higher, Other-netOther, net was 5377 basis points higher, Restructuring charges was 84 basis points higher, and Earnings before income taxes was 441322 basis points lower,lower. The Company also recorded a net tax charge of $181 million, which is comprised of charges related to the Tax Cuts and Jobs Act ("the Act"), partially offset by the tax benefit of the above pre-tax charges. Overall, the amounts described above resulted in a decrease to the Company's 2018 Net earnings attributable to common shareowners was 328 basis points lower. The Income tax rate - continuing operations ratio was 514 basis points lower. During 2012, the Company recognized an income tax benefit attributable to the settlement of certain tax contingencies of $49$631 million or $0.29(or $4.16 per diluted share.share).
(c)
The Company's 2017 results include $156 million of pre-tax acquisition-related charges and a $264 million pre-tax gain on sales of businesses, primarily related to the divestiture of the mechanical security businesses. As a result, as a percentage of Net sales, Cost of sales was 36 basis points higher, Selling, general, & administrative was 29 basis points higher, Other, net was 45 basis points higher, Restructuring charges was 11 basis points higher, and Earnings before income taxes was 83 basis points higher. The net tax benefit of the acquisition-related charges and gain on sales of businesses was $7 million. Income taxes for 2017 also includes a one-time net tax charge of $24 million related to the Act. Overall, the acquisition-related charges, gain on sales of businesses, and one-time net tax charge related to the Act resulted in a net increase to the Company's 2017 Net earnings attributable to common shareowners of $91 million (or $0.59 per diluted share).
(d)Discontinued operations in 2015 reflects a $20 million loss, or $0.13 per diluted share, primarily related to operating losses associated with the Security segment’s Spain and Italy operations, (“Security Spain and Italy”), which were classified as held for sale in the fourth quarter of 2014 and subsequently sold in July 2015. Amounts in 2014 reflect a $96 million loss, or $0.60 per diluted share, associated with Security Spain and Italy as well as two small businesses that were divested in 2014. Amounts in 2013 reflect a $30 million loss, or $0.19 per diluted share, associated with Security Spain and Italy, Hardware & Home Improvement business ("HHI"), and two small businesses that were divested in 2014. Amounts in 2012 reflect earnings of $426 million, or $2.55 per diluted share, related to Security Spain and Italy as well as HHI, partially offset by losses associated with two small businesses previously discussed. The net (loss) earnings from discontinued operations in 2013 and 2012 include net gains related to the HHI sale of $4.7 million and $358.9 million, respectively. Refer to Note T, Divestitures, of the Notes to Consolidated Financial Statements in Item 8 for further discussion.
(d)(e)SG&A is inclusive of the Provision for Doubtful Accounts.doubtful accounts.
(e)(f)
In the first quarter of 2016,2019, the Company adopted ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying2016-02, Leases (Topic 842) ("new lease standard") utilizing the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to recognized debt liabilitiestransition method, which allowed the new lease standard to be presented inapplied as of the balance sheetadoption date with no adjustment for periods prior to fiscal year 2019.  As a result, total assets as of December 28, 2019 reflect a direct reduction from the debt liability rather than an asset. Accordingly, amounts reported in prior years have been reclassified to conform to the 2016 presentation.lease right-of-use asset of approximately $535 million.



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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The financial and business analysis below provides information which the Company believes is relevant to an assessment and understanding of its consolidated financial position, results of operations and cash flows. This financial and business analysis should be read in conjunction with the Consolidated Financial Statements and related notes. All references to “Notes” in this Item 7 refer to the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report.
The following discussion and certain other sections of this Annual Report on Form 10-K contain statements reflecting the Company’s views about its future performance that constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates as well as management’s beliefs and assumptions. Any statements contained herein (including without limitation statements to the effect that Stanley Black & Decker, Inc. or its management “believes”, “expects”, “anticipates”,“believes,” “expects,” “anticipates,” “plans” and similar expressions) that are not statements of historical fact should be considered forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements. These factors include, without limitation, those set forth, or incorporated by reference, below under the heading “Cautionary Statements.Statements Under The Private Securities Litigation Reform Act Of 1995.” The Company does not intend to update publicly any forward-looking statements whether as a result of new information, future events or otherwise.
Strategic Objectives
The Company continues to pursue a growth and acquisition strategy, which involves industry, geographic and customer diversification to foster sustainable revenue, earnings and cash flow growth, and employ the following strategic framework:framework in pursuit of its vision to deliver top-quartile financial performance, become known as one of the world’s leading innovators and elevate its commitment to social responsibility:
Continue organic growth momentum by utilizingleveraging the Stanley Fulfillment System ("SFS"), a now expanded program ("SFS 2.0") as a catalyst,SBD Operating Model to drive innovation and commercial excellence, while diversifying toward higher growth, higher margin businesses, and increasing the relative weighting of emerging markets;higher-growth, higher-margin businesses;
Be selective and operate in markets where brand is meaningful, the value proposition is definable and sustainable through innovation, and global cost leadership is achievable; and
Pursue acquisitive growth on multiple fronts by building upon its existing global tools platform, expanding the Industrial platform in Engineered Fastening and Infrastructure, and consolidating the commercial electronic security industry.
The Company is continuing to pursue a growthindustry, and acquisition strategy that involves industry, geographic and customer diversification to foster sustainable revenue, earnings and cash flow growth. The Company also remains focused on growing organically, including increasing its presence in emerging markets,pursuing adjacencies with a goal of generating greater than 20% of annual revenues from those markets over time, and leveraging SFS 2.0 focused on upgrading innovation and digital capabilities while maintaining commercial and supply chain excellence, and funding required investments, in part, through functional transformation. Strategic acquisitions, combined with strong organic growth performance, will help enable the Company to reach its objective of doubling its size to $22 billion in revenue by 2022 while expanding the margin rate. Furthermore, the Company's strategic framework, including its focus on diversification, has driven continued improvements in financial performance. Sales outside the U.S. represented 48% of total net sales in 2016, up from 29% in 2002, while sales to U.S. and international home centers and mass merchants have decreased to 28% of total sales in 2016 compared to 31% in 2010.sound industrial logic.
Execution of the above strategy has resulted in approximately $6.3$10.1 billion of acquisitions since 2002 (excluding the Black & Decker merger and recently announced acquisitionspending acquisition of Consolidated Aerospace Manufacturing, LLC, as discussed below), a 20 percent investment in MTD Holdings Inc. ("MTD"), several divestitures, improved efficiency in the supply chain and manufacturing operations, and enhanced investments in organic growth, enabled by cash flow generation and increased debt capacity.


In addition, the Company's continued focus on diversification and organic growth has resulted in improved financial results and an increase in its global presence. The Company also remains focused on leveraging its SBD Operating Model to deliver success in the 2020s and beyond. The latest evolution of the SBD Operating Model, formerly Stanley Fulfillment System ("SFS") 2.0, builds on the strength of the Company's past while embracing changes in the external environment to ensure the Company has the right skillsets, incorporates technology advances in all areas, maintains operational excellence, drives efficiency in business processes and resiliency into its culture, delivers extreme innovation and ensures the customer experience is world class. As it has in the past, the new operating model will underpin the Company's ability to deliver above-market organic growth with margin expansion, maintain efficient levels of selling, general and administrative expenses ("SG&A") and deliver top-quartile asset efficiency.
The Company’s long-term financial objectives areremain as follows:


4-6% organic revenue growth;
10-12% total revenue growth;
10-12% earnings per sharetotal EPS growth including acquisitions (6-8% organic earnings per share growth);(7-9% organically) excluding acquisition-related charges;
Free cash flow equal to, or exceeding, net income; and
Sustain 10+ working capital turns.turns; and
Cash Flow Return On Investment ("CFROI") between 12-15%.
In terms of capital allocation, the Company remains committed, over time, to returning approximately 50% of free cash flow to shareholders through a strong and growing dividend as well as opportunistically repurchasing shares. The remaining free cash flow (approximately 50%) will be deployed towards acquisitions.

Share Repurchases

In April 2018, the Company repurchased 1,399,732 shares of common stock for approximately $200 million. In July 2018, the Company repurchased 2,086,792 shares of common stock for approximately $300 million.

Acquisitions and Investments
On March 8, 2019, the Company acquired the International Equipment Solutions Attachments businesses, Paladin and Pengo, ("IES Attachments"), a manufacturer of high quality, performance-driven heavy equipment attachment tools for off-highway applications. The following represents recent examplesacquisition further diversifies the Company's presence in the industrial markets, expands its portfolio of attachment solutions and provides a meaningful platform for continued growth.
On January 2, 2019, the Company acquired a 20 percent interest in MTD, a privately held global manufacturer of outdoor power equipment. MTD manufactures and distributes gas-powered lawn tractors, zero turn mowers, walk behind mowers, snow throwers, trimmers, chain saws, utility vehicles and other outdoor power equipment. Under the terms of the agreement, the Company executing its strategic objectives:
Pending Acquisitionshas the option to acquire the remaining 80 percent of Newell ToolsMTD beginning on July 1, 2021 and Craftsman Brandending on January 2, 2029. In the event the option is exercised, the companies have agreed to a valuation multiple based on MTD’s 2018 Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), with an equitable sharing arrangement for future EBITDA growth. The investment in MTD increases the Company's presence in the $20 billion outdoor power equipment market and allows the two companies to work together to pursue revenue and cost opportunities, improve operational efficiency, and introduce new and innovative products for professional and residential outdoor equipment customers, utilizing each company's respective portfolios of strong brands.
On October 12, 2016,April 2, 2018, the Company announced that it had enteredacquired Nelson Fastener Systems (“Nelson”), which excluded Nelson's automotive stud welding business. This acquisition, which has been integrated into a definitive agreementthe Engineered Fastening business, is complementary to acquirethe Company's product offerings, enhances its presence in the general industrial end markets, expands its portfolio of highly-engineered fastening solutions, and is delivering cost synergies.
On March 9, 2017, the Company acquired the Tools business of Newell Brands ("Newell Tools"), which includesincluded the highly attractive industrial cutting, hand tool and power tool accessory brands Irwin®IRWIN® and Lenox®, for $1.95 billion in cash. ThisLENOX®. The acquisition will enhanceenhanced the Company’s position within the global tools & storage industry and broadensbroadened the Company’s product offerings and solutions to customers and end-users,end users, particularly within power tool accessories. The acquisition of Newell Tools is expected to be approximately $0.20 to $0.25 accretive to the Company's diluted earnings per share in 2017 (increasing to approximately $0.60 per diluted share by the third year), excluding approximately $125 to $140 million of restructuring and other deal related costs and approximately $40 million of non-cash inventory step-up charges, which in the aggregate will largely be incurred in the first two years. The transaction, which has received antitrust clearance under the Hart-Scott-Rodino Act in the U.S., is expected to close in the first quarter of 2017.
On January 5,March 8, 2017, the Company announced that it had entered into a definitive agreement to purchasepurchased the Craftsman® brand from Sears Holdings which providesCorporation (“Sears Holdings”). The acquisition provided the Company with the rights to develop, manufacture and sell Craftsman®-branded products in non-Sears Holdings channels. The agreement consists of cash payments of $525 million at closing and $250 million at the end of year three, and future payments to Sears Holdings of between 2.5% and 3.5% on new Stanley Black & Decker sales of Craftsman® products through year 15. The Company plans toacquisition significantly increaseincreased the availability of Craftsman®-branded products to consumers in previously underpenetrated channels, enhanceenhanced innovation, and addadded manufacturing jobs in the U.S. to support growth.

Pending Acquisition

On January 3, 2020, the Company entered into an agreement to purchase Consolidated Aerospace Manufacturing, LLC ("CAM"). CAM is an industry-leading manufacturer of specialty fasteners and components for the aerospace and defense markets. The transaction is expectedCompany expects the acquisition to be accretive to earnings, excluding charges, by approximately $0.10 to $0.15 per sharefurther diversify the Company's presence in year one, increasing to approximately $0.35 to $0.45 by year fivethe industrial markets and to approximately $0.70 to $0.80 by year ten.expand its portfolio of specialty fasteners in the high-growth, high-margin aerospace and defense market. The acquisition will provide well-recognized brands, a proven business model, deep customer relationships, an experienced management team and compelling cash flow characteristics, which will create an attractive pathway for profitable organic and acquisitive growth and shareholder returns. This transaction which is subject to customary closing conditions, including regulatory approvals,approval, and is expected to close during 2017.in late February 2020.




Refer to Note E, Acquisitions and Investments, for further discussiondiscussion.

Divestitures

On May 30, 2019, the Company sold its Sargent and Greenleaf mechanical locks business within the Security segment. The divestiture allows the Company to invest in other areas of the Company's acquisitions.Company that fit into its long-term growth strategy.
Pending Sale of Majority of Mechanical Security Businesses
In December 2016,On February 22, 2017, the Company announced the sale ofsold the majority of its mechanical security businesses, to Dormakaba for $725 million in cash. The sale, which includesincluded the commercial hardware brands of Best Access, phi Precision and GMT, will allowGMT. The sale allowed the Company to sharpen its focus on the more strategically attractive commercial electronic security and automatic doors businesses, and to deploy capital in a more accretive and growth-oriented manner. This tax-efficient sale transaction is expected to generate net after-tax cash proceeds of approximately $700 million. The Company expects the 2017 diluted earnings per share impact of this transaction to be approximately $0.15 to $0.20 dilutive. The transaction is expected to close in the first quarter of 2017. The assets and liabilities expected to be included in the sale have been classified as held for sale on the Company's Consolidated Balance Sheets as of December 31, 2016.


Refer to Note T, Divestitures, for further discussion of the Company's divestitures.
Conclusion
Certain Items Impacting Earnings

Throughout MD&A, the Company has provided a discussion of Previously Announcedthe outlook and results both inclusive and exclusive of acquisition-related and other charges. The results and measures, including gross profit and segment profit, on a basis excluding these amounts are considered relevant to aid analysis and understanding of the Company's results aside from the material impact of these items. These amounts are as follows:

2019

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

$40 million reducing Gross Profit pertaining to facility-related and inventory step-up charges;
$139 million in SG&A primarily for integration-related costs, Security Portfolio Assessmentbusiness transformation and margin resiliency initiatives;
Concurrent$30 million in Other, net primarily related to deal transaction costs;
$17 million gain related to the sale of the Sargent & Greenleaf business;
$153 million in Restructuring charges pertaining to severance and facility closures associated with a cost reduction program; and
$18 million related to a non-cash loss on the extinguishment of debt.
The tax effect on the above net charges was approximately $78 million. In addition, the Company's share of MTD's net earnings included an after-tax charge of approximately $24 million primarily related to an inventory step-up adjustment. The amounts above resulted in net after-tax charges of $309 million, or $2.05 per diluted share.

2018

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

$66 million reducing Gross Profit primarily pertaining to inventory step-up charges for the Nelson acquisition and an incremental freight charge due to nonperformance by a third-party service provider;
$158 million in SG&A primarily for integration-related costs, consulting fees, and a non-cash fair value adjustment;
$108 million in Other, net primarily related to deal transaction costs and a settlement with the announcementEnvironmental Protection Agency ("EPA");
$1 million related to a previously divested business; and
$117 million in Restructuring charges which primarily related to a cost reduction program.
The Company also recorded a net tax charge of $181 million, which was comprised of charges related to the Tax Cuts and Jobs Act ("the Act") partially offset by the tax benefit of the above pre-tax charges. The above amounts resulted in net after-tax charges of $631 million, or $4.16 per diluted share.

2017

The Company reported $156 million in pre-tax charges during 2017, which were comprised of the following:



$47 million reducing Gross Profit primarily pertaining to inventory step-up charges for the Newell Tools acquisition;
$38 million in SG&A primarily for integration-related costs and consulting fees;
$58 million in Other, net primarily for deal transaction and consulting costs; and
$13 million in Restructuring charges pertaining to facility closures and employee severance.
The Company also reported a $264 million pre-tax gain on sales of businesses in 2017, primarily relating to the sale above,of the majority of the mechanical security businesses. The net tax benefit of the acquisition-related charges and gain on sales of businesses was $7 million. Furthermore, the Company announced its intent to retain its commercial electronic security and automatic doors businesses. The commercial electronic security business, with its inherent linkagerecorded a $24 million net tax charge relating to the digital world, provides bothAct.

The acquisition-related charges, gain on sales of businesses, and net tax charge relating to the Act resulted in a stable recurring revenue stream and an opportunity to develop and market high-value, high-growth customer solutions, while the automatic doors business represents an attractive growth opportunity for market expansion through both core and breakthrough innovation.net after-tax gain of $91 million, or $0.59 per diluted share.



Driving Further Profitable Growth Byby Fully Leveraging ExistingOur Core Franchises

Each of the Company's franchises share common attributes: they have world-class brands and attractive growth characteristics, they are scalable and defensible, and they can differentiate through innovation.innovation, and they are powered by the SBD Operating Model.
The Tools & Storage business is the tool company to own, with its strong brands, proven innovation, machine, global scale, and a broad offering of power andtools, hand tools, accessories, and storage & digital products across many channels in both developed and developing markets.
The Engineered Fastening business is a highly profitable, GDP+ growth business offering highly engineered, value-added innovative solutions with recurring revenue attributes and global scale.
The Convergent Security Solutions ("CSS") business, with its value-add vertical market offerings and attractive recurring revenue, presents a significant margin accretion opportunity over the longer term. The Security business, whichterm and has historically provided a stable revenue stream through economic cycles, is a gateway into the digital world and an avenue to capitalize on rapid digital changes. Security has embarked on a business transformation which will apply technology to lower its cost to serve and create new commercial offerings for its small to medium enterprise and large key account customers.
While diversifying the business portfolio through strategic acquisitions remains important, management recognizes that the existingcore franchises described above are important foundations that continue to provide strong cash flow and growth prospects. Management is committed to growing these businesses through innovative product development, via SFS 2.0, brand support, via innovative and customer centric digital experience, continued investment in emerging markets and a sharp focus on global cost-competitiveness.cost competitiveness.
Continuing to Invest in the Stanley Black & Decker Brands
The Company has a strong portfolio of brands associated with high-quality products including STANLEY®, BLACK+DECKER®, DEWALT®, Porter-Cable®FLEXVOLT®, Bostitch®IRWIN®, Proto®LENOX®, MAC®CRAFTSMAN®, PORTER-CABLE®, BOSTITCH®, PROTO®, MAC TOOLS®, FACOM®, AeroScout®, Powers®, LISTA®, SIDCHROME®, Vidmar®, SONITROL®, DIYZ® and GQ®. TheAmong the Company's most valuable assets, the STANLEY®, BLACK+DECKER® and DEWALT® brands are recognized as three of the world's great brands, and are amongstwhile the Company's most valuable assets. The recently announced acquisitions above will further bolster the Company's portfolio with the addition of the Irwin®, Lenox® and Craftsman® brands.CRAFTSMAN® brand is recognized as a premier American brand.
During 2016,2019, the STANLEY®, DEWALT® and DEWALT®CRAFTSMAN® brands had prominent signage at eight major league baseball stadiums and 27% of allin Major League Baseball ("MLB") stadiums appearing in many MLB games. The Company has also maintained long-standing NASCAR and NHRA racing sponsorships, which provided brand exposure during 53nearly 60 events in 2016.2019 with the STANLEY®, DEWALT®, CRAFTSMAN®, IRWIN® and MAC TOOLS® brands. The Company has continued its ten-year alliance agreement with the Walt Disney World Resort® whereby STANLEY® logos are displayed on construction walls throughout the theme parks. Brand logos and/or products are featured in various attractions where they are seen by approximately 44 million visitors each year. In 2009, the Company also began advertisingadvertises in the English Premier League, which is the number one soccer league in the world, watched weekly by approximately 648 million people. Starting infeaturing STANLEY®, BLACK+DECKER® and DEWALT® brands to a global audience. In 2014, the Company became a sponsor for one of the world’s most popular football clubs, FC Barcelona ("FCB"), including player image rights, hospitality assets and stadium signage. The Company advertises in televised Professional Bull Riding events, as well as sponsoring 3 riders in 'The Built Ford Tough Series,' which is broadcast in 129 territories and to more than 400 million households globally. Additionally,In 2018, the Company sponsors Moto GP,was announced as the world's premiere motorcycle racing series reaching 150 million fans per racefirst ever shirt sponsor for the FCB Women's team in support of its commitment to global diversity and airinginclusion. In addition, the Company continues to sponsor the Envision Virgin Racing Formula E team in over 200 countries,support of the Company's commitment to sustainability and the Monster Yamaha Tech3 team. The Company also has a partnership with the Chinese Basketball Association (CBA), the most popular sport in China with over 800 million fans. In 2016, STANLEY®, BLACK+DECKER® and DEWALT®, partnered with threefuture of the fastest growing and thrilling extreme sports categories - BMX, Freeride Mountain Biking (MTB) and Skateboarding - supporting 18 athletes from grass-roots to professional level, to drive the Company's millennial marketing objectives.electric mobility.
The above marketing initiatives highlight the Company's strong emphasis on brand building and commercial support, which has resulted in more than 200300 billion global brand impressions annually via digital and a steady improvement across the spectrum oftraditional advertising and strong brand awareness measures.awareness. The Company will continue allocating its brand and advertising spend wisely to capture the emerging digital landscape, whilst continuing to evolve proven marketing programs.programs to deliver famous global brands that are deeply committed to societal improvement, along with transformative technologies to build relevant and meaningful 1:1 customer, consumer, employee and shareholder relationships in support of the Company's long-term vision.


The Stanley Fulfillment SystemSBD Operating Model: Winning in the 2020s
Over the past 15 years, the Company has successfully leveraged its proven and SFS 2.0
The corecontinually evolving operating model to focus the organization to sustain top-quartile performance, resulting in asset efficiency, above-market organic growth and expanding operating margins. In its first evolution, the Stanley Fulfillment System ("SFS") employs continuous improvement techniques to streamlinefocused on streamlining operations, (front end & back office) and drive efficiency throughout the supply chain. SFS has five core principles that work in concert: sales and operations planning (“S&OP”), operational lean, complexity reduction, global supply management, and order-to-cash excellence. S&OP is a dynamic and continuous unified process that links and balances supply and demand in a manner that produces world-class fill rates while minimizing DSI (Days Sales of Inventory). Operational lean is the systemic application of lean principles in progressive steps throughout the enterprise to optimize flow toward a pre-defined end state by eliminating


waste, increasing efficiency and driving value. Complexity reduction is a focused and overt effort to eradicate costly and unnecessary complexity from the Company's products, supply chain and back room process and organizations. Complexity reduction enables all other SFS elements and, when successfully deployed, results in world-class cost, speed of execution and customer satisfaction. Global supply management focuses on strategically leveraging the Company’s scale to achieve the best possible price and payment terms with the best possible quality, service and delivery among all categories of spend. Order-to-cash excellence is a methodical, process-based approach that provides a user-friendly, automated and error-proof customer experience from intent-to-purchase to shipping and billing to payment, while minimizing cash collection cycle time and DSO (Days Sales Outstanding). Other benefits of SFS include reductions inwhich helped reduce lead times, rapid realization ofrealize synergies during acquisition integrations, and focus on employee safety. The core SFS principles also help to mitigate the impact of material and energy price inflation.

SFS is also instrumental in the reduction of working capital as evidenced by the 80% improvement in the Company's working capital turns from 5.9 at the end of 2010 (directly after the Merger) to 10.6 at the end of 2016, ahead of the Company's top-quartile goal of 10 turns. The continued efforts to deploy SFS across the entire Company and increase turns have created significant opportunities to generate incremental free cash flow. Going forward, In 2015, the Company plans to further leverage the corelaunched a refreshed and revitalized SFS principles to generate ongoing improvements both in its existing businesses and future acquisitions in working capital turns, cycle times, complexity reduction and customer service levels, with a long-term goal of sustaining 10+ working capital turns.

In late 2014, the Company embarked on an initiativeoperating system, entitled SFS 2.0, to drive from a more programmatic growth mentality to a true organic growth culture by more deeply embedding breakthrough innovation and commercial excellence into its businesses, and at the same time, becoming a significantly more digitally-enabled enterprise. To that end,Now in 2020, recognizing the changing dynamics of the world in which the Company spent considerable timeoperates, including the acceleration of technological change, geopolitical instability and effort developing the next iterationchanging nature of work, the Company has launched the new SBD Operating Model: Winning in the 2020s.

At the center of the successful SFS program,model is the concept of the interrelationship between people and technology. The remaining four categories are: Performance Resiliency; Extreme Innovation; Operations Excellence and Extraordinary Customer Experience. Each of these elements co-exists synergistically with the others in a systems-based approach.

People and Technology
This pillar emphasizes the Company's belief that the right combination of digitally proficient people applying technology such as artificial intelligence, machine learning, advanced analytics, IOT and others in focused ways can be an enormous source of value creation and sustainability for the Company. It also brings to light the changing nature of work and the talent and skillsets required for individuals and institutions to thrive in the future. With technology infiltrating the workplace at an increasingly rapid pace, the Company believes that the winners in the 2020s will invest heavily in reskilling, upskilling and lifelong learning with an emphasis on the places where people and technology intersect. In other words, technology can make humans more powerful and productive if, and only if, humans know how to apply the technology to maximum advantage. The Company has created plans and programs, as well as a new leadership model to ensure people have the right skills, tools and mindsets to thrive in this era. The ability for employees to embrace technology, learn and relearn new skills and take advantage of the opportunities presented in this new world will be critical to the Company's success.

Performance Resiliency
The Company views performance resiliency as the agility, flexibility and adaptability to sustain strong performance regardless of the operating environment conditions, which requires planning for the unexpected and anticipating exogenous volatility as the new normal. Technology, applied to key business processes, products and business models, will be a key enabler for value creation and performance resiliency as the Company executes sustainable, ongoing transformation across the enterprise.

Extreme Innovation
The Company has driven working capital turnsa historically strong foundation in innovation, launching more than 1,000 products a year, including breakthroughs such as DEWALT Flexvolt, Atomic and Xtreme. In recent years, the Company has expanded its innovation-focused internal teams and external partnerships, but now it is growing that innovation ecosystem at a rapid pace, expanding the number of external collaborations with start-ups and entrepreneurs, academic institutions, research labs and others. This innovation culture, which includes a focus on social impact in addition to world-class levelsthe Company's traditional product and vastly improvedcustomer focus, enables the Company to introduce products to market faster and reimagine how to operate in today’s technology-enabled, fast-paced world.

Operations Excellence
An intense focus on operations excellence and asset efficiency is mandatory in a dynamic world in which the bar for competitiveness is always moving higher. To help maintain the Company's edge, a much more agile, adaptable and technology-enabled supply chain is necessary. Industry 4.0 is essential to this transformation. For several years, the Company has been moving to a “Make Where We Sell” and customer-facing metrics. Entitled “SFS 2.0” this refreshed“Buy Where We Make” system, where more products are being manufactured in local markets. Today, about 50% of the products sold in North America are made in North America and revitalized business system continues the progresstarget is to continue to push that higher. This will improve customer responsiveness, lower lead times, reduce costs and mitigate geopolitical and currency risk while facilitating major improvements in carbon footprint.

Extraordinary Customer Experience
Customers are increasingly demanding world-class experiences from their brands and expectations for execution at the customer level are growing every day. It is no longer sufficient to have great products on core SFS, but importantly,the shelf or in the catalog. The Company knows that to sustain market share growth, it needs to evolve and adapt to provide resources and added focus into functional transformation, digital excellence,the types of experiences that customers now expect. While commercial excellence and breakthrough innovation.

SFS 2.0 was launched in 2015 and immediately created a positive impact by driving organic growth, improving margins and reaching new levels of innovation and digitization across the entire organization. The positive impactshas always been an important part of SFS 2.0 continuedand will continue to be part of the Company's new model, the Company's new thrust in this area takes it to another level. Each of the Company's businesses


is making a baseline assessment and segmentation of its various customer experiences while systematically gaining insights into 2016,what can be done to elevate those customer experiences to the extraordinary level. As previously noted, the interaction between people and technology will define success in this area.

Leveraging the SBD Operating Model, the Company is building a culture in which it strives to become known as one of the world’s great innovative companies by embracing the current environment of rapid innovation and digital transformation. The Company continues to build a vast innovation focused ecosystem to pursue faster innovation and to remain aware of and open to new technologies and advances by leveraging both internal initiatives and external partnerships. The innovation ecosystem used in concert with the SBD Operating Model is anticipated to allow the Company to apply innovation to its core processes in manufacturing and back office functions to reduce operating costs and inefficiencies, develop core and breakthrough product innovations within each of its businesses, and pursue disruptive business models to either push into new markets or change existing business models before competition or new market entrants capture the opportunity. The Company continues to make progress towards this vision, as evidenced by the launchcreation of Innovation Everywhere, a program that encourages and empowers all employees to implement value creation and cost savings using collaborative and innovative solutions, breakthrough innovation teams in each business, the DEWALT FLEXVOLT™ battery systemStanley Ventures group, which invests capital in June 2016. This new battery technology,and emerging start-ups in core focus areas, the Techstars partnership, which selects start-ups from around the world with the goal of bringing breakthrough technologies to market, the Manufactory 4.0, which is the first major outputCompany's epicenter for Industry 4.0 technology development and partnership, and STANLEY X, a Silicon Valley based team, which is building its own set of the SFS 2.0 Breakthrough Innovation initiative, changes voltages as the user changes tools allowing for 20V - 60V - 120V (when two batteries are combined) power all within the same battery systemdisruptive initiatives and is fully backward compatible with the Company's existing 20V line of cordless tools.exploring new business models.


The Company has made a significant commitment to SFS 2.0the SBD Operating Model and management believes that its success will be characterized by more consistentcontinued asset efficiency, organic growth in the 4-6% range as well as expanded operating margin rates over the next 3 to 5 years as the Company leverages the growth and reduces structural SG&A levels.


SFS 2.0 is transforming the Company by focusing its employees on the following five key pillars:
Core SFS, which targets asset efficiency, remains as the foundation for the Company's operating system and has yielded significant advances in improving working capital turns and free cash flow generation. The Company plans to continue leveragingbelieves that the core SFS principles to further enhance the Company's already strong asset efficiency performance.
Functional Transformation takes a clean-sheet approach to redesigning the Company's key support functions such as Finance, HR, IT and others, which although highly effective, after almost a hundred acquisitions are not as efficient as they can be, based on external benchmarks. This presents the Company with an opportunity to reduce its SG&A as a percent of sales and becomes a cost effectiveness enabler with the side benefit of helping to fund the following other aspects of SFS 2.0, which together act as enablers for outsized organic growth and margin expansion.
Digital Excellence uses the power of digital to be disruptive and more effective and far reaching through the Company's products, solutions and analytics. Digital Excellence means leveraging the power of emerging technologies across the Company's businesses to connected devices, the Internet of Things, and big data, as well as social and mobile, even more than what is being done today. Digital will touch all aspects of the organization and feeds into and supports the other elements of SFS 2.0 - enabling better asset efficiency through core SFS, greater cost effectiveness via the Company's support functions, and improving revenues and margins via customer-facing opportunities.
Commercial Excellence is about how the Company becomes more effective and efficient in its customer-facing processes resulting in continued share gains and margin expansion throughout its businesses. The Company views


Commercial Excellence as world-class execution across seven areas: customer insights, innovation and portfolio management, pricing and promotion, brand and marketing, sales force deployment and effectiveness, channel programs, and the customer experience.
Breakthrough Innovation is aimed at developing a breakthrough innovation culture to identify market disruptive technologies. The Company's focus remains on coming up with the next major breakthrough in the industries in which the Company operates which, when combined with its existing strong core innovation machine, will drive outsized share gains and margin expansion.
These five pillarsSBD Operating Model will serve as a powerful value driver in the years ahead, feedingensuring the Company is positioned to win in the 2020s by developing and obtaining the right people and technology to deliver performance resiliency, extreme innovation, operations excellence and an extraordinary customer experience. The new operating model, in concert with the Company's new product innovation machine, embracing outstanding commercial and supply chain excellence, embedding digital intoecosystem, will enable the various business models, and funding it with world-class functional efficiency. Taken together, these pillars willCompany to change as rapidly as the external environment which directly supportsupports achievement of the Company's long-term financial objectives, including its vision, and further enableenables its shareholder-friendly capital allocation approach, which has served the Company well in the past and will continue to do so in the future.
Outlook for 20172020
This outlook discussion is intended to provide broad insight into the Company’s near-term earnings and cash flow generation prospects. The Company expects 20172020 diluted earnings per share to approximate $6.85$8.05 to $7.05 (excluding the estimated earnings per share impacts of the pending acquisitions$8.35 ($8.80 to $9.00 excluding acquisition-related and divestiture discussed previously)other charges), up approximately 7% at the mid-point compared to 2016, withand free cash flow conversion, defined as free cash flow divided by net income, approximatingto approximate 90% to 100%., reflecting the impact of restructuring payments associated with the 2019 cost reduction program. The 20172020 outlook assumes organic sales growth of 4% resulting in approximately $0.45 to $0.55 offor adjusted diluted earnings per share accretion. The net impactassumes approximately $0.95 of accretion due to the benefit from the cost and productivity actions, partially offset by higher share count, is expected to result inreduction program; approximately $0.45$0.40 to $0.50 of accretion related to organic growth; approximately $0.60 to $0.70 of dilution from incremental tariffs and currency headwinds; and approximately $0.25 of dilution due to the expected tax rate, financing costs and other items below operating margin.

The difference between the 2020 diluted earnings per share accretion. Commodity inflation, approximating $50 to $55 million,outlook and foreign exchange headwinds, approximating $50 million, are expected to negatively impactthe diluted earnings per share by $0.50range, excluding charges, is $0.65 to $0.55. Core$0.75, consisting of acquisition-related and other charges. These forecasted charges primarily relate to restructuring, chargesdeal and the tax rate are expected to be relatively consistent with 2016 levels.integration costs, as well as Security business transformation and key margin resiliency initiatives.


30



RESULTS OF OPERATIONS
Below is a summary of the Company’s operating results at the consolidated level, followed by an overview of business segment performance.

Terminology: The term “organic” is utilized to describe results aside from the impacts of foreign currency fluctuations, and acquisitions during their initial 12 months of ownership.ownership, and divestitures. This ensures appropriate comparability to operating results of prior periods.

Net Sales: Net sales were $11.407$14.442 billion in 2016, up2019 compared to $13.982 billion in 2018, representing an increase of 3% driven by organic growth of 3%, including a 2% increase in volume and 1% increase in price. Acquisitions, primarily IES Attachments, increased sales by 2%, while the impact of foreign currency decreased sales by 2%. Tools & Storage net sales increased 3% compared to $11.172 billion2018 due to increases in 2015. Organic sales volume and pricing provided increasesprice of 3%4% and 1%, respectively, partially offset by a 2% decrease due to negative impacts from foreign currency. InIndustrial net sales increased 11% compared to 2018 primarily due to acquisition growth of 16%, partially offset by decreases of 3% from lower volumes and 2% from foreign currency. Security net sales declined 2% compared to 2018 as 1% increases in both price and small bolt-on commercial electronic security acquisitions were more than offset by a 3% decrease due to foreign currency and a 1% decrease from the sale of the Sargent & Greenleaf business.

Net sales were $13.982 billion in 2018 compared to $12.967 billion in 2017, representing an increase of 8% with strong organic growth of 5%. Acquisitions, primarily Newell Tools and Nelson, increased sales by 3%. Tools & Storage segment, net sales increased 5%9% compared to 20152017 due to strong organic growth of 7%, drivenfueled by solid growth across all regions, bolstered by the launch of the DEWALT FLEXVOLT™ battery system, partially offset by foreign currency pressures of 2%. Net sales in the Security segment were relatively flat compared to 2015 as organicand acquisition growth of 1% and small bolt-on electronic acquisitions of 1% were offset by foreign currency headwinds of 2%. Industrial net sales declined 5% relativeincreased 11% compared to 20152017 primarily due to a 4% decreaseacquisition growth of 9% and favorable currency of 2%. Security net sales increased 2% compared to 2017 due to increases of 1% in organic sales volume, which was mainly drivenprice, 3% in small bolt-on commercial electronic security acquisitions and 1% in foreign currency, partially offset by weaker electronics volumes attributable to a major customer and pressured industrial volumes indeclines of 1% from the Engineered Fastening business as well as fewer off-shore pipeline projects and an ongoing difficult scrap steel market in the Infrastructure business. Excluding the impactsale of the electronics customer,majority of the Industrial segment's organic growth was relatively flat in 2016.mechanical security businesses and 2% from lower volumes.
Net sales were $11.172 billion in 2015, down 1% compared to $11.339 billion in 2014. Organic sales volume and pricing provided increases of 5% and 1%, respectively, but were more than offset by a 7% decrease due to negative impacts from foreign currency. In the Tools & Storage segment, organic sales increased 8% compared to 2014 as a result of strong growth across all regions primarily due to share gains from innovative new products and an expanded retail footprint. Net sales in the Security segment decreased 7% compared to 2014 primarily due to foreign currency declines of 7% and lower volumes in North America and emerging markets, which more than offset organic growth in Europe. In the Industrial segment, organic sales grew 2% relative to 2014 due to strong organic growth in the Engineered Fastening business primarily as a result of strong global automotive revenues.
Gross Profit: The Company reported gross profit of $4.267$4.806 billion, or 37.4%33.3% of net sales, in 20162019 compared to $4.072$4.851 billion, or 36.4%34.7% of net sales, in 2015. The increase2018. Acquisition-related and other charges, which reduced gross profit, were $39.7 million in the2019 and $65.7 million in 2018. Excluding these charges, gross profit rate reflects favorable impacts fromwas 33.5% of net sales in 2019 compared to 35.2% in 2018, as volume, productivity and price productivity, cost actions and commodity deflation, whichwere more than offset unfavorableby tariffs, commodity inflation and foreign currency.exchange.



The Company reported gross profit of $4.072$4.851 billion, or 36.4%34.7% of net sales, in 20152018 compared to $4.103$4.778 billion, or 36.2%36.9% of net sales, in 2014. The increase2017. Acquisition-related and other charges, which reduced gross profit, were $65.7 million in the2018 and $46.8 million in 2017. Excluding these charges, gross profit rate reflects favorable impacts fromwas 35.2% of net sales in 2018, compared to 37.2% in 2017, as volume leverage, productivity and price productivity, cost actions and commodity deflation, whichwere more than offset significant unfavorableby external headwinds, including commodity inflation, foreign currency fluctuations.exchange and tariffs.

SG&A Expense: Selling, general and administrative expenses, inclusive of the provision for doubtful accounts (“SG&A”), were $2.624$3.041 billion, or 23.0%21.1% of net sales, in 20162019 compared to $2.486$3.172 billion, or 22.3%22.7% of net sales, in 2015. The increase2018. Within SG&A, acquisition-related and other charges totaled $139.5 million in the2019 and $157.8 million in 2018. Excluding these charges, SG&A rate was driven by investments in key SFS 2.0 initiatives moderated by continued tight management of costs.
SG&A expenses were $2.486 billion, or 22.3%20.1% of net sales in 20152019 compared to $2.59621.6% in 2018, primarily reflecting disciplined cost management and actions taken in response to external headwinds.

SG&A expenses were $3.172 billion,, or 22.9%22.7% of net sales, in 2014. The decrease2018 compared to $2.999 billion, or 23.1% of net sales, in the2017. Acquisition-related and other charges totaled $157.8 million in 2018 and $37.7 million in 2017. Excluding these charges, SG&A rate reflects the positive impactswas 21.6% of net sales in 2018 compared to 22.8% in 2017, due primarily to prudent cost management and volume leverage and cost controls.leverage.

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 $235.6$326.7 million in 2016, $229.32019, $316.0 million in 20152018 and $243.2$279.8 million in 2014.2017.

Corporate Overhead: The corporate overhead element of SG&A, and gross profit, which is not allocated to the business segments, amounted to $197.2$229.5 million, in 2016, $164.0 million in 2015 and $177.4 million in 2014. The increase in 2016 compared to 2015 was primarily due to investments in SFS 2.0 initiatives and higher employee-related costs. The decrease in 2015 compared to 2014 reflects positive impacts from the Company's effort to reduce certain indirect expenses. Corporate overhead represented 1.7%, 1.5%, andor 1.6% of net sales, in 2016, 20152019, $202.8 million, or 1.5% of net sales, in 2018 and 2014, respectively.$217.4 million, or 1.7% of net sales, in 2017. Excluding acquisition-related charges of $23.4 million in 2019, $12.7 million in 2018, and $0.7 million in 2017, the corporate overhead element of SG&A was 1.4% of net sales in 2019 and 2018, compared to 1.7% in 2017, reflecting continued cost management.

Other-net: Other-net

Other, net: Other, net totaled $196.9$249.1 million in 2016, $222.02019 compared to $287.0 million in 20152018 and $239.6$269.2 million in 2014.2017. Excluding acquisition-related and other charges, Other, net totaled $218.9 million, $178.9 million, and $211.0 million in 2019, 2018, and 2017, respectively. The year-over-year increase in 2019 was driven by higher intangible amortization and a favorable resolution of a prior claim in 2018. The year-over-year decrease in 20162018 was driven by an environmental remediation charge of $17 million in 2017 relating to a legacy Black & Decker site and a favorable resolution of a prior claim in 2018, which more than offset higher intangible amortization expense in 2018.

(Gain) Loss on Sales of Businesses: During 2019, the Company reported a $17.0 million gain relating to the sale of the Sargent and Greenleaf business. During 2018, the Company reported a $0.8 million loss relating to a previously divested business. During 2017, the Company reported a $264.1 million gain primarily relating to the sale of the majority of the Company's mechanical security businesses.

Pension Settlement: Pension settlement of $12.2 million in 2017 reflects losses previously reported in Accumulated other comprehensive loss related to a non-U.S. pension plan for which the Company settled its obligation by purchasing an annuity and making lump sum payments to participants.

Loss on Debt Extinguishment: During the fourth quarter of 2019, the Company extinguished $750 million of its notes payable and recognized a $17.9 million pre-tax loss related to the write-off of deferred financing fees.

Interest, net: Net interest expense in 2019 was $230.4 million compared to 2015$209.2 million in 2018 and $182.5 million in 2017. The increase in 2019 compared to 2018 was primarily driven by lower unfavorable impacts of foreign currencyinterest on the senior unsecured notes issued in November 2018 and lower amortization expense, partially offset by higher acquisition-related costs. The decreaseinterest income on deposits due to a decline in 2015 compared to 2014 was primarily driven by lower amortization expense partially offset by negative impacts of foreign currency.

Interest, net: Net interest expense in 2016 was $171.3 million compared to $165.2 million in 2015 and $163.6 million in 2014.rates. The increase in net interest expense in 20162018 versus 20152017 was primarily due to amortization of debt issuance costshigher interest rates and higher average balances relating to the Company's U.S. commercial paper borrowings partially offset by an increase inhigher interest income as a result of higher average cash balances during 2016. The increase in net interest expense in 2015 versus 2014 was primarily attributable to the termination of interest rate swaps in 2014 hedging the Company's $400 million 5.20% notes due 2040.income.


Income Taxes: The Company's effective tax rate was 21.3%14.2% in 2016, 21.6%2019, 40.7% in 2015,2018, and 20.9%19.7% in 2014. The2017. Excluding the impact of divestitures and acquisition-related and other charges previously discussed, the effective tax rate in both 2016 and 2015 differed2019 is 16.0%. This effective tax rate differs from the U.S. statutory tax rate primarily due to a portion of the Company's earnings being realized in lower-taxed foreign jurisdictions, and the favorable effective settlements of income tax audits.

The 2018 effective tax rate included net charges associated with the Act, which primarily related to the re-measurement of existing deferred tax balances, adjustments to the one-time transition tax, positions relating to undistributedand the provision of deferred taxes on unremitted foreign earnings and reversalsprofits for which the Company no longer asserted indefinite reinvestment. Excluding the impacts of valuation allowances for certain foreignthe net charge related to the Act as well as the acquisition-related and U.S. state net operating losses, which have become realizable. Theother charges previously discussed, the effective tax rate in 20142018 was 16.0%.  This effective tax rate differed from the U.S. statutory tax rate primarily due to a portion of the Company's earnings being realized in lower-taxed foreign jurisdictions and the favorable effective settlements of income tax audits.

The 2017 effective tax rate included a one-time net charge relating to the provisional amounts recorded associated with the Act, which was enacted in December 2017. The net charge primarily related to the re-measurement of existing deferred tax balances and the one-time transition tax. Excluding the impact of the divestitures, acquisition-related charges, and the net charge related to the Act, the effective tax rate was 20.0% in 2017.  This effective tax rate differed from the U.S. statutory rate primarily due to a portion of the Company's earnings being realized in lower-taxed foreign jurisdictions, the passage of U.S. tax legislation,favorable settlement of variouscertain income tax audits, and the reversalacceleration of valuation allowances for certain foreign net operating losses which had become realizable.tax credits resulting in a tax benefit.


Business Segment Results
The Company’s reportable segments are aggregations of 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 doubtful accounts (aside from corporate overhead expense), and segment profit as a percentage of net sales to assess the profitability of each segment. Segment profit excludes the corporate overhead expense element of SG&A, other-netother, net (inclusive of intangible asset amortization expense), gain or loss on sales of businesses, pension settlement, restructuring charges, loss on debt extinguishment, interest income, interest expense, income taxes and income tax expense.share of net loss of equity method investment. Corporate overhead is comprised of world headquarters facility expense, cost for the executive management team and the expenseexpenses pertaining to certain centralized functions that benefit the entire Company but are not directly attributable to the businesses, such as legal and corporate finance functions. Refer to Note O, Restructuring Charges and Asset Impairments, and Note F, Goodwill and Intangible Assets,and Note O, Restructuring Charges, for the amount of intangible asset amortization expense and net restructuring charges, and intangibles amortization expense, respectively, attributable to each segment.


As previously discussed, in the first quarter of 2015, the Company combined the Construction & Do-It-Yourself ("CDIY") business with certain complementary elements of the Industrial and Automotive Repair ("IAR") and Healthcare businesses (formerly part of the Industrial and Security segments, respectively) to form one Tools & Storage business. The Company recast segment net sales and profit for all periods presented to align with this change in organizational structure. There was no impact to the consolidated financial statements of the Company as a result of this change.




The Company classifies its business into three reportable segments, which also represent its operating segments: Tools & Storage, SecurityIndustrial and Industrial.Security.
Tools & Storage:
The Tools & Storage segment is comprised of the Power Tools & Equipment ("PTE") and Hand Tools, Accessories & Storage ("HTAS") businesses. The Power ToolsPTE business includes both professional and consumer products. Professional products include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders, as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, concrete and masonry anchors. Consumer products include corded and cordless electric power tools sold primarily under the BLACK+DECKERDECKER® brand, lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, edgers and related accessories, and home products such as hand heldhand-held vacuums, paint tools and cleaning appliances. The HTAS business sells hand tools, power tool accessories and storage products. Hand tools include measuring, leveling and layout tools, planes, hammers, demolition tools, clamps, vises, knives, saws, chisels and industrial and automotive tools. Power tool accessories include drill bits, screwdriver bits, router bits, abrasives, saw blades and saw blades.threading products. Storage products include tool boxes, sawhorses, medical cabinets and engineered storage solution products.
(Millions of Dollars)2016 2015 20142019 2018 2017
Net sales$7,469
 $7,141
 $7,033
$10,062
 $9,814
 $9,045
Segment profit$1,267
 $1,170
 $1,074
$1,533
 $1,393
 $1,439
% of Net sales17.0% 16.4% 15.3%15.2% 14.2% 15.9%
Tools & Storage net sales increased $328.5$248.1 million, or 5%3%, in 20162019 compared to 20152018 due to a 4% increase in volume and 1% increase in price, partially offset by unfavorable currency of 2%. The 5% organic growth was led by North America and Europe, more than offsetting a decline in emerging markets. North America organic growth was driven by the roll-out of the Craftsman brand and new product innovation, such as DEWALT Flexvolt, Atomic and Xtreme, partially offset by declines in Canada and industrial-focused businesses. Europe growth was supported by new products and successful commercial actions. The organic decline in emerging markets was driven by weak market conditions in Turkey, China and certain countries in Latin America, which more than offset the benefits from price, new product launches and e-commerce expansion.

Segment profit amounted to $1.533 billion, or 15.2% of net sales, in 2019 compared to $1.393 billion, or 14.2% of net sales, in 2018. Excluding acquisition-related and other charges of $44.3 million and $142.6 million in 2019 and 2018, respectively, segment profit amounted to 15.7% of net sales in 2019 compared to 15.6% in 2018, as the benefits from volume leverage, actions taken in response to external headwinds and price were partially offset by tariffs, commodity inflation, and foreign exchange.

Tools & Storage net sales increased $769.0 million, or 9%, in 2018 compared to 2017. Organic sales increased 7%, with a 6% increase in volume and 1% increase in price, reflecting strong growth in each of the regions, and acquisitions, primarily due to organic growth of 7% in North America, 8% in Europe, and 5% in emerging markets, while unfavorable effects of foreign currency decreasedNewell Tools, increased net sales by 2%. North America growth was fueleddriven by share gains fromnew product innovation, the successful launchroll-out of the DEWALT FLEXVOLT system, core product innovationCraftsman brand and strong commercial execution.price realization. Europe achieved above-market organic growth leveraging the benefits ofwas supported by new products growth investments and an expanded retail footprint. Growthsuccessful commercial actions. The growth in emerging markets led by Latin America and Asia, was driven by successful commercial execution surrounding mid-price point productsmid-price-point product releases, e-commerce strategies and regional pricing actions.


Segment profit amounted to $1,266.9 million,$1.393 billion, or 17.0%14.2% of net sales, in 20162018 compared to $1,170.1 million,$1.439 billion, or 16.4%15.9% of net sales, in 2015. The increase2017. Excluding acquisition-related and other charges of $142.6 million and $81.8 million in segment profit year-over-year was primarily driven by volume leverage, price, productivity, cost management2018 and lower commodity prices, which more than offset currency and growth investments.2017, respectively,
Tools & Storage net sales increased $107.7 million, or 2%, in 2015 compared to 2014. Organic sales increased 8% primarily due to organic growth of 11% in North America, 7% in Europe, and 3% in emerging markets, while unfavorable effects of foreign currency decreased net sales by 6%. Share gains from innovative new products and brand extensions combined with a healthy underlying U.S. tool market fueled growth in North America despite downward pressure in the industrial channels and Canada. Europe achieved above-market organic growth due to share gains from new products, an expanded retail footprint and solid commercial momentum. Organic growth within the emerging markets was driven by favorable impacts of pricing and successful mid-price-point product releases, which more than offset weakness in certain markets, particularly Russia and China.

Segmentsegment profit amounted to $1,170.1 million, or 16.4%15.6% of net sales in 20152018 compared to $1,074.416.8% in 2017, as the benefits from volume leverage,
pricing and cost control were more than offset by the impacts from currency, commodity inflation and tariffs.
Industrial:
The Industrial segment is comprised of the Engineered Fastening and Infrastructure businesses. The Engineered Fastening business primarily sells engineered fastening products and systems designed for specific applications. The product lines include 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, and high-strength structural fasteners. The Infrastructure business consists of the Oil & Gas and Attachment Tools product lines. Oil & Gas sells and rents custom pipe handling, joint welding and coating equipment used in the construction of large and small diameter pipelines, and provides pipeline inspection services. Attachment Tools sells hydraulic tools, attachments and accessories.


(Millions of Dollars)2019 2018 2017
Net sales$2,435
 $2,188
 $1,974
Segment profit$334
 $320
 $346
% of Net sales13.7% 14.6% 17.5%
Industrial net sales increased $246.9 million, or 15.3%11%, in 2019 compared to 2018, due to acquisition growth of 16%, partially offset by declines of 3% in volume and 2% from foreign currency. Engineered Fastening organic revenues decreased 3% as fastener penetration gains were more than offset by inventory reductions and lower production levels within industrial and automotive customers. Infrastructure organic revenues were down 2%, as growth within Oil & Gas was offset by declines in hydraulic tools from a difficult scrap steel market.

Segment profit totaled $334.1 million, or 13.7% of net sales, in 2014. The increase2019 compared to $319.8 million, or 14.6% of net sales, in 2018. Excluding acquisition-related and other charges of $25.8 million and $26.0 million in 2019 and 2018, respectively, segment profit year-over-year was primarily driven by volume leverage, price,amounted to 14.8% of net sales in 2019 compared to 15.8% in 2018, as productivity gains and cost management and lower commodity prices, whichcontrol were more than offset significantby lower volume and externally driven cost inflation.

Industrial net sales increased $213.5 million, or 11%, in 2018 compared to 2017, due to acquisition growth of 9% and favorable foreign currency headwinds.of 2%. Engineered Fastening organic revenues increased 1% due primarily to industrial and automotive fastener penetration gains which were partially offset by the expected impact from lower automotive system shipments. Infrastructure organic revenues were down 1% due to anticipated lower pipeline project activity in Oil & Gas, partially offset by volume growth in hydraulic tools.


Segment profit totaled $319.8 million, or 14.6% of net sales, in 2018 compared to $345.9 million, or 17.5% of net sales, in 2017. Excluding acquisition-related and other charges of $26.0 million in 2018, segment profit amounted to 15.8% of net sales in 2018 compared to 17.5% in 2017, as productivity gains and cost control were more than offset by commodity inflation and the modestly dilutive impact from the Nelson acquisition.

Security:
The Security segment is comprised of the Convergent Security Solutions ("CSS") and the Mechanical Access Solutions ("MAS") businesses. The CSS business designs, supplies and installs commercial electronic security systems and provides electronic security services, including alarm monitoring, video surveillance, fire alarm monitoring, systems integration and system maintenance. Purchasers of these systems typically contract for ongoing security systems monitoring and maintenance at the time of initial equipment installation. The business also sells healthcare solutions, which include asset tracking, solutions, infant protection, pediatric protection, patient protection, wander management, fall management, and emergency call products. The MAS business primarily sells automatic doors, commercial hardware, locking mechanisms, electronic keyless entry systems, keying systems, tubular and mortise door locksets.


doors.
(Millions of Dollars)2016 2015 20142019 2018 2017
Net sales$2,097
 $2,093
 $2,261
$1,945
 $1,981
 $1,947
Segment profit$269
 $240
 $259
$127
 $169
 $212
% of Net sales12.8% 11.4% 11.5%6.5% 8.5% 10.9%
Security net sales decreased $35.2 million, or 2%, in 2019 compared to 2018, as 1% increases in both price and small bolt-on commercial electronic security acquisitions were more than offset by a 3% decrease due to foreign currency and a 1% decrease from the sale of the Sargent & Greenleaf business. Organic sales for North America increased 3% driven by increased installations within commercial electronic security and higher volumes in healthcare and automatic doors. Europe declined 1% organically as growth in France was offset by continued market weakness in the Nordics and the UK.
Segment profit amounted to $126.6 million, or 6.5% of net sales, in 2019 compared to $169.3 million, or 8.5% of net sales, in 2018. Excluding acquisition-related and other charges of $85.7 million and $42.2 million in 2019 and 2018, respectively, segment profit amounted to 10.9% of net sales in 2019 compared to 10.7% in 2018, as the benefits of organic growth and a focus on cost containment were partially offset by investments to support the business transformation in commercial electronic security and the dilutive impact from the Sargent & Greenleaf divestiture.

Security net sales increased $4.5$33.3 million, or 2%, in 20162018 compared to 2015.2017, primarily due to increases of 1% in price, 3% in small bolt-on commercial electronic security acquisitions and 1% in foreign currency, partially offset by declines of 1% from the sale of the majority of the mechanical security businesses and 2% from lower volumes. Organic sales and small bolt-onfor North America


decreased 1% as higher volumes within automatic doors were offset by lower installations in commercial electronic acquisitions each provided increases of 1%, while foreign currency decreased net sales by 2%.security. Europe posted positive organic growth of 2% on higher installation revenues, while North America declined 1% organically primarily due to lower sales volumeas strength within the Nordics was offset by weakness in the UK and France.

Segment profit amounted to $169.3 million, or 8.5% of net sales, in 2018 compared to $211.7 million, or 10.9% of net sales, in 2017. Excluding acquisition-related and other charges of $42.2 million and $2.0 million in 2018 and 2017, respectively, segment profit amounted to 10.7% of net sales in 2018 compared to 11.0% in 2017. The year-over-year change in segment profit rate reflects investments to support business transformation in commercial electronic security and the impact from the sale of the majority of the mechanical security business, partially offset by higher prices and volumes in the automatic doors business. The Security segment's organic growth in 2016 was also bolstered by double-digit growth within the emerging marketsa continued focus on easing comparables.cost containment.
Segment profit amounted to $269.2 million, or 12.8% of net sales, in 2016 compared to $239.6 million, or 11.4% of net sales, in 2015. The increase in segment profit year-over-year was mainly due to improved operating performance in both North America and Europe, driven by a more disciplined assessment of new commercial opportunities, improved field productivity, and cost actions, which in the aggregate more than offset currency headwinds.
Security net sales decreased $168.3 million, or 7%, in 2015 compared to 2014. Organic sales were relatively flat year-over-year while foreign currency fluctuations resulted in a 7% decrease in net sales. Organic growth of 3% in Europe was primarily driven by higher installation revenues in a number of countries and a stable recurring revenue portfolio. North America organic sales were relatively flat year-over-year as modest price increases were offset by lower sales volume within the commercial electronics business as 2014 benefited from a large retail installation. Organic sales declined in emerging markets due to relatively weak market conditions in China.
Segment profit amounted to $239.6 million, or 11.4% of net sales, in 2015 compared to $259.2 million, or 11.5% of net sales, in 2014. The segment profit rate was relatively flat year-over-year as improved operating performance within Europe was offset by field cost inefficiencies within the North America electronics business and the deleveraging impact of lower volumes in emerging markets.
Industrial:
The Industrial segment is comprised of the Engineered Fastening and Infrastructure businesses. The Engineered Fastening business primarily sells engineered fastening products and systems designed for specific applications. The product lines include stud welding systems, blind rivets and tools, blind inserts and tools, drawn arc weld studs, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, and high-strength structural fasteners. The Infrastructure business consists of the Oil & Gas and Hydraulics businesses. The Oil & Gas business sells and rents custom pipe handling, joint welding and coating equipment used in the construction of large and small diameter pipelines, and provides pipeline inspection services. The Hydraulics business sells hydraulic tools and accessories.
(Millions of Dollars)2016 2015 2014
Net sales$1,840
 $1,938
 $2,044
Segment profit$304
 $340
 $351
% of Net sales16.5% 17.5% 17.1%
Industrial net sales decreased $97.9 million, or 5%, in 2016 compared with 2015, due to a 4% decline in organic sales and a 1% decrease from foreign currency. Engineered Fastening organic revenues declined 4% primarily due to weaker electronics volumes attributable to a major customer and pressured industrial volumes, which more than offset higher automotive growth. Excluding the impact of the major electronics customer, Engineered Fastening's organic sales were slightly positive in 2016. Infrastructure organic revenues decreased 5% due to a slowdown in Oil & Gas off-shore project activity as well as ongoing difficult scrap steel market conditions in the Hydraulics business.

Segment profit totaled $304.4 million, or 16.5% of net sales, in 2016 compared to $339.9 million, or 17.5% of net sales, in 2015. The year-over-year decrease in segment profit rate was primarily driven by lower volumes and currency, which more than offset productivity gains and cost control actions.

Industrial net sales decreased $106.2 million, or 5%, in 2015 compared with 2014 as organic growth of 2% was more than offset by unfavorable foreign currency of 7%. Engineered Fastening achieved organic growth of 4% during 2015, which was mainly attributable to strong global automotive revenues. Infrastructure organic sales decreased 4% primarily due to lower


Hydraulics volumes as a result of difficult scrap steel market conditions, which more than offset modest organic growth in Oil & Gas.

Segment profit totaled $339.9 million, or 17.5% of net sales, in 2015 compared to $350.6 million, or 17.1% of net sales, in 2014. The year-over-year increase in segment profit rate was primarily due to favorable volume leverage from Engineered Fastening, productivity gains and cost controls, which more than offset negative impacts from foreign currency and lower Hydraulics volumes.

RESTRUCTURING ACTIVITIES
A summary of the restructuring reserve activity from January 2, 2016December 29, 2018 to December 31, 201628, 2019 is as follows:
(Millions of Dollars)1/2/2016 Net Additions Usage Currency 12/31/2016December 29, 2018 Net Additions Usage Currency December 28, 2019
Severance and related costs$44.3
 $27.3
 $(50.0) $(0.2) $21.4
$105.7
 $131.9
 $(97.4) $0.1
 $140.3
Facility closures and asset impairments14.4
 21.7
 (21.0) (0.9) 14.2
3.1
 22.2
 (17.9) 0.1
 7.5
Total$58.7
 $49.0
 $(71.0) $(1.1) $35.6
$108.8
 $154.1
 $(115.3) $0.2
 $147.8

During 2016,2019, the Company recognized net restructuring charges of $154.1 million, primarily related to severance costs associated with a cost reduction program announced in the third quarter of 2019. Current and asset impairmentsexpected actions of $49.0 million.the program include headcount reductions across the Company as well as footprint rationalization opportunities. The Company expects the 2019 actions to result in annual net cost savings of approximately $185 million by the end of 2020.

The majority of the $147.8 million of reserves remaining as of December 28, 2019 is expected to be utilized within the next twelve months.

During 2018, the Company recognized net restructuring charges of $160.3 million, which primarily related to a cost reduction program executed in the fourth quarter of 2018. This amount reflects $27.3reflected $151.0 million of net severance charges associated with the reduction of 1,326 employees. The Company also recognized $11.04,184 employees and $9.3 million of facility closure costs and $10.7 million of asset impairments.other restructuring costs. The Company expects the 2016 actions to result in annual net cost savings of approximately $60 million by the end of 2017.
The majority of the $35.6 million of reserves remaining as of December 31, 2016 is expected to be utilized within the next twelve months.
During 2015, the Company recognized net restructuring charges and asset impairments of $47.6 million. Net severance charges totaled $32.7 million relating to the reduction of approximately 1,300 employees. The Company also recognized $5.1 million of facility closure costs and $9.8 million of asset impairments. The 20152018 actions resulted in annual net cost savings of approximately $40$230 million, in 2016, primarily in the SecurityTools & Storage and IndustrialSecurity segments.

During 2014,2017, the Company recognized $18.8net restructuring charges of $51.5 million. This amount reflected $40.6 million of net restructuring charges. Net severance charges totaled $15.1 million and related to cost reductions associated with the severancereduction of employees. Also included in net restructuring charges were1,584 employees and $10.9 million of facility closure costs of $3.7 million.and other restructuring costs. The 20142017 actions resulted in annual net cost savings of approximately $50$45 million in 2015, which was2018, primarily related toin the Tools & Storage segment.and Security segments.

Segments: The $49$154 million of net restructuring charges and asset impairments for the twelve months ended December 31, 2016in 2019 includes: $13$63 million of net charges pertaining to the Tools & Storage segment; $17$27 million of net chargespertaining to the Industrial segment; $18 million pertaining to the Security segment; $9and $46 million of net charges pertaining to the Industrial segment; and $10 million of net charges pertaining to Corporate.

The anticipated annual net cost savings of approximately $60$185 million related to the 20162019 restructuring actions include: $20$89 million pertaining toin the Tools & Storage segment; $19$34 million relating toin the Industrial segment; $28 million in the Security segment; $18and $34 million pertaining to the Industrial segment; and $3 million relating toin Corporate.
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. The Company's cash flows are presented on a consolidated basis and include cash flows from discontinued operations in 2015 and 2014.

Operating Activities: Cash flows fromprovided by operations were $1.485$1.506 billion in 20162019 compared to $1.182$1.261 billion in 2015, representing a $303 million increase.2018. The year-over-year increase was primarily duemainly attributable to higher earnings and cash flows fromimproved working capital (accounts receivable, inventory, accounts payable and deferred revenue). As discussed previously, as a result of an intense focus on working capital turns increased to 10.6 as of December 31, 2016, an improvement of 1.4 turns over the prior year, demonstrating the Company's continued commitment to its core SFS principles.management and lower inventory investment associated with recent Tools & Storage brand roll-outs.

In 2015,2018, cash flows from operations were $1.182$1.261 billion, a $114 million decrease compared to $1.296 billion$669 million in 2014.2017. The year-over-year decrease wasincrease related primarily to the retrospective adoption of new cash flow accounting standards in the first quarter of 2018, which decreased 2017 operating cash flows by approximately $750 million. Excluding the impact of these new standards, cash flows provided by operations in 2018 decreased year-over-year primarily due to higher outflows from working capitalincome tax payments and higher payments associated with acquisition-related and other charges.



Free Cash Flow: Free cash flow, as a result of lower than expected sales volumesdefined in the fourthtable below, was $1.081 billion in 2019 compared to $769 million in 2018 and $226 million in 2017. Excluding the retrospective impacts of the previously discussed new cash flow standards adopted in the first quarter of 2015.
In 2014,2018, free cash flows from operations were $1.296 billion, a $428 million increase compared to $868flow totaled $976 million in 2013.2017. The year-over-year increaseimprovement in free cash flow in 2019 was primarily driven by an increase in earnings and lower one-time restructuring and related payments,


partially offset by higher employee benefit plan contributions. Furthermore, operating cash flows as discussed above and lower capital expenditures due to higher investments in 2014 were positively impacted by an increasethe Company's supply chain and SFS 2.0 initiatives in working capital turns from 8.1 at December 28, 2013 to 9.2 at January 3, 2015, demonstrating the continued success of SFS.
Free Cash Flow:both 2018 and 2017. Management considers free cash flow an important indicator of its liquidity, as well as its ability to fund future growth and provide dividends to shareowners. 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.
(Millions of Dollars)2016 2015 20142019 2018 2017
Net cash provided by operating activities$1,485
 $1,182
 $1,296
$1,506
 $1,261
 $669
Less: capital expenditures(347) (311) (291)
Less: capital and software expenditures(425) (492) (443)
Free cash flow$1,138
 $871
 $1,005
$1,081
 $769
 $226


Investing Activities: Cash flows used in investing activities were $284totaled $1.209 billion in 2019, driven by business acquisitions of $685 million, in 2016, primarily duerelated to IES Attachments, capital and software expenditures of $347$425 million and business acquisitionspurchases of $59investments of $261 million, partially offset by $105 million of cash proceedswhich mainly related to netthe 20 percent investment hedge settlements, which were primarily driven by the significant fluctuations in foreign currency rates during 2016 associated with foreign exchange contracts hedging a portion of the Company's pound sterling, Canadian dollar, and Euro denominated net investments.MTD.

Cash flows used in investing activities in 20152018 totaled $205$989 million, which primarily consisteddue to business acquisitions of $525 million, mainly related to the Nelson acquisition, and capital and software expenditures of $311 million partially offset by $137 million of cash proceeds related$492 million. The increase in capital and software expenditures in 2018 was primarily due to net investment hedge settlements, which were primarily driven by the significant fluctuations in foreign currency rates during 2015 associated with foreign exchange contracts hedging a portion oftechnology-related and capacity investments to support the Company's pound sterlingstrong organic growth and Canadian dollar denominated net investments.its SFS 2.0 initiatives.

Cash flows used in investing activities in 20142017 totaled $382 million,$1.567 billion, which primarily consisted of business acquisitions of $2.584 billion, mainly related to the Newell Tools and Craftsman acquisitions, and capital and software expenditures of $291$443 million, partially offset by proceeds of $757 million from sales of businesses and payments$705 million from the deferred purchase price receivable related to net investment hedge settlements of $61 million. The lower capital expendituresan accounts receivable sales program, which was terminated in 2014 was driven by management's continued focus to control spend in this area as well as lower integration-related capital expenditures. The payments related to net investment hedge settlements were mainly driven by the significant fluctuations in foreign currency rates during 2014 associated with foreign exchange contracts hedging a portion of the Company's pound sterling denominated net investment.February 2018.

Financing Activities: Cash flows used in financing activities were $433totaled $293 million in 2016 primarily due to share repurchases2019 driven by payments on long-term debt of $374 million,$1.150 billion and cash dividend payments for dividends of $331 million, and the settlement of the October 2014 forward share purchase contract for $147$402 million, partially offset by $735 million in net proceeds from issuances of common stock of $419 million, which mainly related to the issuance of 3.5 million shares associated with the settlementequity units and net proceeds from debt issuances of the 2013 Equity Purchase Contracts. The higher dividend payments in 2016 were driven by the increase in quarterly dividends per common share to $0.58. The dividend paid in December 2016 to shareholders of record extended the Company's record for the longest consecutive annual and quarterly dividend payments among industrial companies listed on the New York Stock Exchange. The Company also paid approximately $13 million in December 2016 to purchase the remaining 30% interest in GMT, which is included in the pending sale of the majority of the Company's mechanical security businesses, as discussed previously.$496 million.

Cash flows used in financing activities totaled $562 million in 2015 were $8762018 primarily related to the repurchase of common shares for $527 million and cash dividend payments of $385 million, partially offset by $433 million of net proceeds from short-term borrowings under the Company's commercial paper program.

Cash flows provided by financing activities in 2017 totaled $295 million, primarily due to $726 million in net proceeds from the repurchaseissuance of 6.6equity units, partially offset by $363 million common shares for $650 million andof cash payments for dividends of $320and $77 million partially offset by proceeds from issuances of common stock of $164 million, which mainly related to the exercises of stock options. The Company also paid approximately $34 million in December 2015 to purchase the remaining 40% interest in GQ.
Cash flows used in financing activities in 2014 were $766 million, primarily due to net repayments of short-term borrowings of $391 million, cash payments for dividends of $321 million, and payments on long-term debt of $47 million related to the repurchase of $46 million of 2022 Term Notes. In 2014, the Company also terminated $400 million of interest rate swaps hedgingunder the Company's $400 million, 5.20% notes due 2053, which resulted in cash payments of $33.4 million. Proceeds from issuances of common stock totaled $71 million, which was primarily related to stock option exercises.commercial paper program.

Fluctuations in foreign currency rates negatively impacted cash by $102 million, $133$1 million and $147$54 million in 2016, 20152019 and 2014, respectively. These negative impacts were primarily driven by2018, respectively, due to the continued strengthening of the U.S. Dollar against the Company's other currencies, while positively impacting cash by $81 million in 2017 due to the weakening of the U.S. Dollar against other currencies.

Refer to Note H, Long-Term Debt and Financing Arrangements, and Note J, Capital Stock, for further discussion regarding the Company's debt and equity arrangements.


Credit Ratings and Liquidity:
The Company maintains strong investment grade credit ratings from the major U.S. rating agencies on its senior unsecured debt (S&P A, Fitch A-, Moody's Baa1), as well as its commercial paper program (S&P A-1, Fitch F2,F1, Moody's P-2). There have been no changesThe Company's Fitch short-term credit rating was upgraded to anyF1 during the third quarter of 2019 from the ratings during 2016.  previous rating of F2. Failure to maintain strong 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 $1.132 billion totaled $298 million as of December 31, 2016, which was predominantly held28, 2019, comprised of $57 million in the U.S. and $241 million in foreign jurisdictions. As of January 2, 2016December 29, 2018, cash and cash equivalents totaled $465$289 million, comprised of $131$60 million in the U.S. and $334$229 million in foreign jurisdictions. Concurrent with the Black & Decker merger, the Company made a determination to repatriate certain legacy Black & Decker foreign earnings, on which U.S. income taxes had not previously been provided.

As a result of this repatriation decision, the Act, the Company's tax liability related to the one-time transition tax associated with unremitted foreign earnings and profits totaled $344 million at December 28, 2019. 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. See the Contractual Obligations table below for the estimated amounts due by period. The Company has recorded approximately $261 millionconsidered the implications of associated deferredpaying the required one-time transition tax, liabilities at December 31, 2016. Current plans and liquidity requirements dobelieves it will not demonstratehave a needmaterial impact on its liquidity. Refer to repatriate other foreign earnings. Accordingly, all other undistributed foreign earningsNote Q, Income Taxes, for further discussion of the impacts of the Act.

The Company are considered to be permanently reinvested, or will be remitted substantially free of additional tax, consistent with the Company’s overall growth strategy internationally, including acquisitions and long-term financial objectives. No provision has been made for taxes that might be payable upon remittance of these undistributed foreign earnings. However, should management determine at a later point to repatriate additional foreign earnings, the Company would be required to accrue and pay taxes at that time.
At December 31, 2016 and January 2, 2016, the Company had no commercial paper borrowings outstanding against the Company's $2.0 billion commercial paper program. In January 2017, the Company amended its $2.0$3.0 billion commercial paper program to increase the maximum amount of notes authorized to be issued to $3.0 billion and to includewhich includes Euro denominated borrowings in addition to U.S. Dollars. In February 2017,As of December 28, 2019, the Company issued €600.0had approximately $336 million of borrowings outstanding representing Euro denominated commercial paper, which was designated as a net investment hedge. As of December 29, 2018, the Company had approximately $373 million of borrowings outstanding, of which approximately $229 million in Euro denominated commercial paper was designated as a net investment hedge. Refer to Note I, Financial Instruments, for further discussion.

The Company has a five-year $2.0 billion committed credit facility (the “5-Year Credit Agreement”). Borrowings under itsthe 5-Year Credit Agreement may be made in U.S. Dollars, Euros or Pounds Sterling. A sub-limit amount of $653.3 million is designated for swing line advances which may be drawn in Euros pursuant to the terms of the 5-Year Credit Agreement. 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 September 12, 2023 or upon termination. The 5-Year Credit Agreement is designated to be part of the liquidity back-stop for the Company's $3.0 billion U.S. Dollar and Euro commercial paper program which has been designated as a Net Investment Hedge as described in more detail in Note I, Derivative Financial Instruments.
Also, in January 2017,program. As of December 28, 2019, and December 29, 2018, the Company had not drawn on its five-year committed credit facility.

In September 2019, the Company terminated its 364-Day $1.0 billion committed credit facility and concurrently executed a 364-day $1.3new 364-Day $1.0 billion committed credit facility (the "2017"September 364-Day Credit Agreement"). The 2017 Credit Agreement consists of a $1.3 billion revolving credit loan and a sub-limit of an amount equal to the EURO equivalent of $400 million for swing line advances. Borrowings under the 2017September 364-Day Credit Agreement may be made in U.S. Dollars or Euros pursuant to the terms of the agreement, and bear interest at a floating rate plus an applicable margin dependent onupon the denomination of the borrowing. Repaymentsborrowing and pursuant to the terms of the September 364-Day Credit Agreement. The Company must be maderepay all advances under the September 364-Day Credit Agreement by January 17, 2018the earlier of September 9, 2020 or upon an earliertermination. 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 2017 Credit Agreement attermination date provided that the electionCompany, among other things, pays a fee to the administrative agent for the account of the Company.each lender. The 2017September 364-Day Credit Agreement serves as apart of the liquidity back-stop for the Company’s $3.0 billion U.S. Dollar and Euro commercial paper program also authorized and amended in January 2017, as discussed above.

The Company has a five-year $1.75 billion committed credit facility (the “Credit Agreement”). Borrowings under the Credit Agreement may include U.S. Dollars up to the $1.75 billion commitment or in Euro or Pounds Sterling subject to a foreign currency sub-limit of $400.0 million and bear interest at a floating rate dependent upon the denomination of the borrowing. Repayments must be made on December 18, 2020 or upon an earlier termination date of the Credit Agreement, at the election of the Company. The Credit Agreement is designated to be a liquidity back-stop for the Company's $2.0 billion commercial paper program.previously discussed. As of December 31, 2016,28, 2019, and December 29, 2018, the Company hashad not drawn on this commitment.its 364-Day committed credit facilities.

In addition, the Company has other short-term lines of credit that are primarily uncommitted, with numerous banks, aggregating $588.5$521 million, of which $493.8approximately $433 million was available at December 31, 2016.28, 2019. Short-term arrangements are reviewed annually for renewal.

At December 31, 2016,28, 2019, the aggregate amount of committed and uncommitted long-lines of credit, long-term and short-term, lines was $2.3$3.5 billion. At December 31, 2016, $4.328, 2019, $337 million was recorded as short-term borrowings relating to commercial paper and amounts outstanding against uncommitted lines excluding commercial paper.lines. In addition, $94.7$89 million of the short-term credit lines was utilized primarily pertaining to outstanding letters of credit for which there are no required or reported debt balances. The weighted averageweighted-average interest ratesrate on U.S. dollar denominated short-term borrowings primarily commercial paper,for 2019 and 2018 was 2.3%. The weighted-average interest rate on Euro denominated short-term borrowings for 2019 and 2018 was negative 0.3%.

In February 2020, the Company issued $750 million of senior unsecured term notes maturing March 15, 2030 ("2030 Term Notes") and $750 million of fixed-to-fixed reset rate junior subordinated debentures maturing March 15, 2060 (“2060 Junior Subordinated Debentures”). The 2030 Term Notes will accrue interest at a fixed rate of 2.3% per annum, with interest payable semi-annually in arrears, and rank equally in right of payment with all of the Company's existing and future unsecured and unsubordinated debt. The 2060 Junior Subordinated Debentures will bear interest at a fixed rate of 4.0% per annum, payable semi-annually in arrears, up to but excluding March 15, 2025. From and including March 15, 2025, the interest rate will be reset for each subsequent five-year reset period equal to the Five-Year Treasury Rate plus 2.657%. The Five-Year Treasury Rate is based on the average yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities.  On each five-year reset date, the 2060 Junior Subordinated Debentures can be called at par value. The 2060 Junior Subordinated Debentures are unsecured and rank subordinate and junior in right of payment to all of the Company’s existing and future senior debt. The Company received total net proceeds from these offerings of approximately $1.487 billion, which


reflected approximately $13 million of underwriting expenses and other fees associated with the transactions. The net proceeds from the offering will be used for general corporate purposes, including acquisition funding and repayment of short-term borrowings.

In December 2019, the Company redeemed all of the outstanding 2052 Junior Subordinated Debentures for approximately $760 million, which represented 100% of the principal amount plus accrued and unpaid interest.

In March 2019, the Company issued $500 million of senior unsecured notes, maturing on March 1, 2026 ("2026 Term Notes"). The 2026 Term Notes accrue interest at a fixed rate of 3.40% per annum with interest payable semi-annually in arrears. The 2026 Term Notes rank equally in right of payment with all of the Company's existing and future unsecured and unsubordinated debt. The Company received net cash proceeds of $496 million which reflects the notional amount offset by a discount, underwriting expenses, and other fees associated with the transaction. The Company used the net proceeds from the offering for general corporate purposes, including repayment of other borrowings.

In February 2019, the Company redeemed all of the outstanding 2053 Junior Subordinated Debentures for approximately $406 million, which represented 100% of the principal amount plus accrued and unpaid interest.

In November 2019, the Company issued 7,500,000 Equity Units with a total notional value of $750 million ("2019 Equity Units"). Each unit has a stated amount of $100 and initially consisted of a three-year forward stock purchase contract ("2022 Purchase Contracts") for the fiscalpurchase of a variable number of shares of common stock, on November 15, 2022, for a price of $100, and a 10% beneficial ownership interest in one share of 0% Series D Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $1,000 per share ("Series D Preferred Stock"). The Company received approximately $735 million in cash proceeds from the 2019 Equity Units, net of underwriting costs and commissions, before offering expenses, and issued 750,000 shares of Series D Preferred Stock, recording $750 million in preferred stock. The proceeds were used, together with cash on hand, to redeem the 2052 Junior Subordinated Debentures in December 2019, as previously discussed. The Company also used $19 million of the proceeds to enter into capped call transactions utilized to hedge potential economic dilution. On and after November 15, 2022, the Series D Preferred Stock may be converted into common stock at the option of the holder. At the election of the Company, upon conversion, the Company may deliver cash, common stock, or a combination thereof. On or after December 22, 2022, the Company may elect to redeem for cash, all or any portion of the outstanding shares of the Series D Preferred Stock at a redemption price equal to 100% of the liquidation preference, plus any accumulated and unpaid dividends. If the Company calls the Series D Preferred Stock for redemption, holders may convert their shares immediately preceding the redemption date. Upon settlement of the 2022 Purchase Contracts, the Company will receive additional cash proceeds of $750 million. The Company will pay the holders of the 2022 Purchase Contracts quarterly contract adjustment payments, which will commence February 15, 2020. As of December 28, 2019, the present value of the contract adjustment payments was approximately $114 million.

In March 2018, the Company purchased from a financial institution “at-the-money” capped call options with an approximate term of three years, endedon 3.2 million shares of its common stock (subject to customary anti-dilution adjustments) for an aggregate premium of $57 million. As of December 31, 201628, 2019, the capped call has an adjusted lower strike price of $156.59 and January 2, 2016an adjusted upper strike price of $203.57. The purpose of the capped call options was to hedge the risk of stock price appreciation between the lower and upper strike prices of the capped call options for a future share repurchase.

In May 2017, the Company issued 7,500,000 Equity Units with a total notional value of $750 million ("2017 Equity Units"). Each unit has a stated amount of $100 and initially consisted of a three-year forward stock purchase contract ("2020 Purchase Contracts") for the purchase of a variable number of shares of common stock, on May 15, 2020, for a price of $100, and a 10% beneficial ownership interest in one share of 0% Series C Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $1,000 per share ("Series C Preferred Stock"). The Company received approximately $726 million in cash proceeds from the 2017 Equity Units, net of underwriting costs and commissions, before offering expenses, and issued 750,000 shares of Series C Preferred Stock, recording $750 million in preferred stock. The proceeds were 0.6%used for general corporate purposes, including repayment of short-term borrowings. The Company also used $25 million of the proceeds to enter into capped call transactions utilized to hedge potential economic dilution. On and 0.4%, respectively.after May 15, 2020, the Series C Preferred Stock may be converted into common stock at the option of the holder. At the election of the Company, upon conversion, the Company may deliver cash, common stock, or a combination thereof. On or after June 22, 2020, the Company may elect to redeem for cash, all or any portion of the outstanding shares of the Series C Preferred Stock at a redemption price equal to 100% of the liquidation preference, plus any accumulated and unpaid dividends. If the Company calls the Series C Preferred Stock for redemption, holders may convert their shares immediately preceding the redemption date. Upon settlement of the 2020 Purchase Contracts, the Company will receive additional cash proceeds of $750 million. The Company pays the holders of the 2020 Purchase Contracts quarterly contract adjustment payments, which commenced in August 2017. As of December 28, 2019, the present value of the contract adjustment payments was approximately $20 million.



In March 2015, the Company entered into a forward share purchase contract with a financial institution counterparty for (3,645,510)3,645,510 shares of common stock. The contract obligates the Company to pay $350.0$350 million, plus an additional amount related to the forward component of the contract. In November 2016,February 2020, the Company amended the settlement date to April 2019,2022, or earlier at the Company's option.
In October 2014, the Company entered into a forward share purchase contract on its common stock. The contract obligated the Company to pay $150.0 million, plus an additional amount related to the forward component of the contract, to the financial


institution counterparty not later than October 2016, or earlier at the Company’s option, for the 1,603,822 shares purchased. In October 2016, the Company physically settled the contract, receiving 1,603,822 shares for a settlement amount of $147.4 million.
On February 10, 2015, the Company net-share settled 9.1 million of the 12.2 million capped call options on its common stock and received 911,077 shares using an average reference price of $96.46 per common share. Additionally, the Company purchased 3,381,162 shares directly from the counterparties participating in the net-share settlement of the capped call options for $326.1 million, equating to an average price of $96.46 per share. In February 2016, the Company net-share settled the remaining 3.1 million capped call options on its common stock and received 293,142 shares using an average reference price of $94.34 per common share. Additionally, the Company purchased 1,316,858 shares directly from the counterparty participating in the net-share settlement for $124.2 million. The Company also repurchased 2,446,287 shares of common stock in February 2016 for $230.9 million, equating to an average price of $94.34.
On December 3, 2013, the Company issued $400.0 million 5.75% fixed-to-floating rate junior subordinated debentures maturing December 15, 2053 (“2053 Junior Subordinated Debentures”) that bear interest at a fixed rate of 5.75% per annum, up to, but excluding December 15, 2018. From and including December 15, 2018, the 2053 Junior Subordinated Debentures will bear interest at an annual rate equal to three-month LIBOR plus 4.304%. The debentures subordination and long tenor provides significant credit protection measures for senior creditors and as a result, the debentures were awarded a 50% equity credit by S&P and Fitch, and 25% equity credit by Moody's. The net proceeds from the offering were primarily used to repay commercial paper borrowings.
On December 3, 2013, the Company issued 3,450,000 Equity Units (the “Equity Units”), each with a stated value of $100. The Equity Units were initially comprised of a 1/10, or 10%, undivided beneficial ownership in a $1,000 principal amount 2.25% junior subordinated note due 2018 (the “2018 Junior Subordinated Note”) and a forward common stock purchase contract (the “Equity Purchase Contract”). The Company received approximately $334.7 million in cash proceeds from the Equity Units, net of underwriting discounts and commissions, before offering expenses, and recorded $345.0 million in long-term debt. The proceeds were used primarily to repay commercial paper borrowings. The Company also used $9.7 million of the proceeds to enter into capped call transactions utilized to hedge potential economic dilution associated with the common shares issuable upon settlement of the Equity Purchase Contracts. The Company successfully remarketed the 2018 Junior Subordinated Note on November 17, 2016 ("Subordinated Notes"), which resulted in the interest rate being reset, effective on the settlement date, to a rate of 1.622% per annum, payable semi-annually in arrears on May 17 and November 17 of each year, commencing May 17, 2017 and maturing on November 17, 2018. Following settlement of the remarketing, the Subordinated Notes remain the Company’s direct, unsecured general obligations and are subordinated and junior in right of payment to the Company’s existing and future senior indebtedness, but the Subordinated Notes rank senior in right of payment to specified junior indebtedness on the terms and to the extent set forth in the indentures governing such junior indebtedness. In addition, the Company settled all Equity Purchase Contracts on November 17, 2016 by issuing 3,504,165 million common shares and receiving $345.0 million in cash proceeds, generated from the remarketing described above. Lastly, in October and November 2016, the Company’s capped call options on its common stock expired and were net-share settled resulting in the Company receiving 418,234 shares of common stock.
In November 2010, the Company issued 6,325,000 Convertible Preferred Units (the “Convertible Preferred Units”), each with a stated amount of $100. The Convertible Preferred Units were comprised of a 1/10, or 10%, undivided beneficial ownership in a $1,000 principal amount junior subordinated note (the “Note”) and a Purchase Contract (the “Purchase Contract”) obligating holders to purchase one share of the Company’s 4.75% Series B Perpetual Cumulative Convertible Preferred Stock (the “Convertible Preferred Stock”). The Company successfully remarketed the Notes on November 5, 2015, which resulted in the interest rate on the notes being reset, effective on the November 17, 2015 settlement date of the remarketing, to a rate of 2.45% per annum, payable semi-annually in arrears on May 17 and November 17 of each year, commencing May 17, 2016. Following settlement of the remarketing, the Notes remain the Company’s direct, unsecured general obligations subordinated and junior in right of payment to the Company’s existing and future senior indebtedness, but the Notes rank senior in right of payment to specified junior indebtedness on the terms and to the extent set forth in the indentures governing such junior indebtedness. In addition, the Company settled the Purchase Contracts on November 17, 2015 by issuing 6.3 million shares of Convertible Preferred Stock and receiving cash proceeds of $632.5 million. On November 18, 2015, the Company informed holders that it would redeem all outstanding shares of Convertible Preferred Stock on December 24, 2015 (the “Redemption Date”) at $100.49 per share in cash (the “Redemption Price”), which was equal to the liquidation preference of $100 per share of Convertible Preferred Stock, plus all accrued and unpaid dividends thereon to, but excluding, the Redemption Date. The Company redeemed the Convertible Preferred Stock and settled all conversions on December 24, 2015 by paying cash for the $100 par value per share of Convertible Preferred Stock, or $632.5 million in total, and issuing 2.9 million common shares for the excess value of the conversion feature above the $100 face value per share of Convertible Preferred Stock.


Refer to Note H, Long-Term Debt and Financing Arrangements, and Note J, Capital Stock, for further discussion regarding the Company's debt and equity arrangements.
Contractual Obligations: The following table summarizes the Company’s significant contractual obligations and commitments that impact its liquidity:
Payments Due by Period
(Millions of Dollars)Total 2017 2018-2019 2020-2021 ThereafterTotal 2020 2021-2022 2023-2024 Thereafter
Long-term debt (a)$3,854
 $6
 $989
 $404
 $2,455
$4,704
 $
 $1,154
 $
 $3,550
Interest payments on long-term debt (b)3,232
 154
 285
 265
 2,528
2,224
 177
 340
 282
 1,425
Operating leases405
 95
 141
 82
 87
Short-term borrowings336
 336
 
 
 
Lease obligations607
 144
 193
 113
 157
Inventory purchase commitments (c)305
 305
 
 
 
523
 523
 
 
 
Deferred compensation26
 1
 3
 2
 20
30
 4
 1
 1
 24
Marketing obligations70
 33
 36
 
 
Marketing commitments34
 25
 9
 
 
Derivatives (d)47
 
 47
 
 
41
 
 41
 
 
Forward stock purchase contracts (e)350
 
 350
 
 
Forward stock purchase contract (e)350
 
 350
 
 
Pension funding obligations (f)66
 66
 
 
 
38
 38
 
 
 
Contract adjustment fees (g)138
 59
 79
 
 
Purchase price (h)250
 250
 
 
 
U.S. income tax (i)344
 9
 70
 153
 112
Total contractual cash obligations$8,355
 $660
 $1,851
 $753
 $5,090
$9,619
 $1,565
 $2,237
 $549
 $5,268
 
(a)
Future payments on long-term debt encompass all payments related to aggregate debt maturities, excluding certain fair value adjustments included in long-term debt, asdebt. As previously discussed, furtherthe Company issued the 2030 Term Notes and 2060 Junior Subordinated Debentures in February 2020. Accordingly, the future payments related to these issuances have been reflected in the table above. Refer to Note H, Long-Term Debt and Financing Arrangements.Arrangements.
(b)
Future interest payments on long-term debt reflect the applicable fixed interest rate or variable rate for floating rate debt in effect at December 31, 2016.28, 2019. In addition, the amounts above reflect future interest payments associated with the previously discussed 2030 Term Notes and 2060 Junior Subordinated Debentures issued in February 2020.
(c)Inventory purchase commitments primarily consist of open purchase orders to purchase raw materials, components, and sourced products.
(d)Future cash flows on derivative instruments reflect the fair value and accrued interest as of December 31, 2016.28, 2019. The ultimate cash flows on these instruments will differ, perhaps significantly, based on applicable market interest and foreign currency rates at their maturity.
(e)
In March 2015, the Company entered into a forward share purchase contract with a financial institution counterparty which obligates the Company to pay $350.0$350 million, plus an additional amount related to the forward component of the contract.  In November 2016,February 2020, the Company amended the final settlement date to April 2019,2022, or earlier at the Company's option. See Note J, Capital Stock, for further discussion.
(f)This amount principally represents contributions either required by regulations or laws or, with respect to unfunded plans, necessary to fund current benefits. The Company has not presented estimated pension and post-retirement funding beyond 20172020 as funding can vary significantly from year to year based upon changes in the fair value of the plan assets, actuarial assumptions, and curtailment/settlement actions.
(g)
These amounts represent future contract adjustment payments to holders of the Company's 2020 and 2022 Purchase Contracts. See Note J, Capital Stock, for further discussion.
(h)
The Company acquired the Craftsman® brand from Sears Holdings in March 2017. As part of the purchase price, the Company is obligated to pay $250 million in March 2020. See Note E, Acquisitions and Investments, for further discussion.
(i)
Income tax liability for the one-time deemed repatriation tax on unremitted foreign earnings and profits. See Note Q, Income Taxes, for further discussion.



To the extent the Company can reliably determine when payments will occur, pertaining to unrecognized tax liabilities, the related amountamounts will be included in the table above. However, due to the high degree of uncertainty regarding the timing of potential future cash flows associated with the $375.4contingent consideration liability related to the Craftsman acquisition and the unrecognized tax liabilities of $196 million of such liabilitiesand $454 million, respectively, at December 31, 2016,28, 2019, the Company is unable to make a reliable estimate of when (if at all) these amounts may be paidpaid. Refer to the respective taxing authorities.Note E, Acquisitions and Investments, Note M, Fair Value Measurements, and Note Q, Income Taxes, for further discussion.
Aside from debt payments, for which there is no tax benefit associated with repayment of principal, and tax obligations, payments
Payments of the above contractual obligations (with the exception of payments related to debt principal, the forward stock purchase contract, contract adjustment fees, the March 2020 purchase price, and tax obligations) will typically generate a cash tax benefit such that the net cash outflow will be lower than the gross amounts summarized above.

Other Significant Commercial Commitments:
Amount of Commitment Expirations Per Period
(Millions of Dollars) Total 2017 2018-2019 2020-2021 Thereafter Total 2020 2021-2022 2023-2024 Thereafter
U.S. lines of credit $3,050
 $
 $1,300
 $1,750
 $
 $3,000
 $1,000
 $
 $2,000
 $
Short-term borrowings, long-term debt and lines of credit are explained in detail within Note H, Long-Term Debt and Financing Arrangements.


MARKET RISK
Market risk is the potential economic loss that may result from adverse changes in the fair value of financial instruments, currencies, commodities and other items traded in global markets. The Company is exposed to market risk from changes in foreign currency exchange rates, interest rates, stock prices, bond prices and commodity prices, amongst others.
Exposure to foreign currency risk results because the Company, through its global businesses, enters into transactions and makes investments denominated in multiple currencies. The Company’s predominant currency exposures are related to the Euro, Canadian Dollar, British Pound, Australian Dollar, Brazilian Real, Argentine Peso, the Chinese Renminbi (“RMB”) and the Taiwan Dollar. Certain cross-currency trade flows arising from both trade and affiliate sales and procurement activities, as well as affiliate cross-border activity,purchases are consolidated and netted prior to obtaining risk protection through the use of various derivative financial instruments which may include: purchased basket options, purchased options, collars, cross currencycross-currency swaps and currency forwards. The Company is thus able to capitalize on its global positioning by taking advantage of naturally offsetting exposures and portfolio efficiencies to reduce the cost of purchasing derivative protection. At times, the Company also enters into forwardforeign exchange derivative contracts and purchases options to reduce the earnings and cash flow impactimpacts of non-functional currency denominated receivables and payables, primarily for affiliate transactions. Gains and losses from these hedging instruments offset the gains or losses on the underlying net exposures (the assets and liabilities being hedged).exposures. Management determines the nature and extent of currency hedging activities, and in certain cases, may elect to allow certain currency exposures to remain un-hedged. The Company may also enter into cross-currency swaps and forward contracts to hedge the net investments in certain subsidiaries and better match the cash flows of operations to debt service requirements. Management estimates the foreign currency impact from its derivative financial instruments outstanding at the end of 20162019 would have been approximately $6 millionan incremental pre-tax loss of approximately $37 million based on a hypothetical 10% adverse movement in all net derivative currency positions; this effect would occur from the strengthening of foreign currencies relative to the U.S. dollar.positions. The Company follows risk management policies in executing derivative financial instrument transactions, and does not use such instruments for speculative purposes. The Company generally does not hedge the translation of its non-U.S. dollar earnings in foreign subsidiaries, but may choose to do so in certain instances in future periods.
As mentioned above, the Company routinely has cross-border trade and affiliate flows that cause an impact on earnings from foreign exchange rate movements. The Company is also exposed to currency fluctuation volatility from the translation of foreign earnings into U.S. dollars and the economic impact of foreign currency volatility on monetary assets held in foreign currencies. It is more difficult to quantify the transactional effects from currency fluctuations than the translational effects. Aside from the use of derivative instruments, which may be used to mitigate some of the exposure, transactional effects can potentially be influenced by actions the Company may take. For example, if an exposure occurs from a European entity sourcing product from a U.S. supplier it may be possible to change to a European supplier. Management estimates the combined translational and transactional impact, on pre-tax earnings, of a 10% overall movement in exchange rates is approximately $123$158 million, or approximately $0.65$0.88 per diluted share. In 2016,2019, translational and transactional foreign currency fluctuations negatively impacted pre-tax earnings by approximately $155$120 million, andor approximately $0.67 per diluted earnings per share by approximately $0.82.share.
The Company’s exposure to interest rate risk results from its outstanding debt and derivative obligations, short-term investments, and derivative financial instruments employed in the management of its debt portfolio. The debt portfolio


including both trade and affiliate debt, is managed to achieve capital structure targets and reduce the overall cost of borrowing by using a combination of fixed and floating rate debt as well as interest rate swaps, and cross-currency swaps.
The Company’s primary exposure to interest rate risk comes from its floating rate debtcommercial paper program in which the U.S. whichpricing is partially based on LIBORshort-term U.S. interest rates. At December 31, 2016,28, 2019, the impact of a hypothetical 10% increase in the interest rates associated with the Company’s floating rate debt instrumentscommercial paper borrowings would have an immaterial effect on the Company’s financial position and results of operations.
The Company has exposure to commodity prices in many businesses, particularly brass, nickel, resin, aluminum, copper, zinc, steel, and energy used in the production of finished goods. Generally, commodity price exposures are not hedged with derivative financial instruments, but instead are actively managed through customer product and service pricing actions, procurement-driven cost reduction initiatives and other productivity improvement projects.
Fluctuations in the fair value of the Company’s common stock affect domestic retirement plan expense as discussed below in the Employee Stock Ownership Plan ("ESOP") section of MD&A. Additionally, the Company has $70$108 million of liabilities as of December 31, 201628, 2019 pertaining to unfunded defined contribution plans for certain U.S. employees for which there is mark-to-market exposure.
The assets held by the Company’s defined benefit plans are exposed to fluctuations in the market value of securities, primarily global stocks and fixed-income securities. The funding obligations for these plans would increase in the event of adverse changes in the plan asset values, although such funding would occur over a period of many years. In 2016, 20152019, 2018, and 2014,


2017, investment returns on pension plan assets resulted in a $260$323 million increase, an $11a $72 million decrease, and a $285$217 million increase, respectively. The Company expects funding obligations on its defined benefit plans to be approximately $66$38 million in 2017.2020. The Company employs diversified asset allocations to help mitigate this risk. Management has worked to minimize this exposure by freezing and terminating defined benefit plans where appropriate.
The Company has access to financial resources and borrowing capabilities around the world. There are no instruments within the debt structure that would accelerate payment requirements due to a change in credit rating.
The Company’s existing credit facilities and sources of liquidity, including operating cash flows, are considered more than adequate to conduct business as normal. Accordingly, based on present conditions and past history, management believes it is unlikely that operations will be materially affected by any potential deterioration of the general credit markets that may occur. The Company believes that its strong financial position, operating cash flows, committed long-term credit facilities and borrowing capacity, and readyability to access to equity markets, provide the financial flexibility necessary to continue its record of annual dividend payments, to invest in the routine needs of its businesses, to make strategic acquisitions and to fund other initiatives encompassed by its growth strategy and maintain its strong investment grade credit ratings.
OTHER MATTERS
Employee Stock Ownership Plan ("ESOP")As detailed in Note L, Employee Benefit Plans, the Company has an ESOP under which the ongoing U.S. Core and 401(k) defined contribution plans are funded. Overall ESOP expense is affected by the market value of the Company’s stock on the monthly dates when shares are released, among other factors. The Company’s net ESOP activity resulted in income of $3.1$0.5 million in 20162019 and expense of $0.8$0.4 million in 20152018 and $0.7$1.3 million in 2014.2017. ESOP expense could increase in the future if the market value of the Company’s common stock declines. In addition, ESOP expense will increase once all remaining unallocated shares are released, which will occur in the first quarter of 2020.
CRITICAL ACCOUNTING ESTIMATES — Preparation of the Company’s Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Significant accounting policies used in the preparation of the Consolidated Financial Statements are described in Note A, Significant Accounting Policies. Management believes the most complex and sensitive judgments, because of their significance to the Consolidated Financial Statements, result primarily from the need to make estimates about the effects of matters with inherent uncertainty. The most significant areas involving management estimates are described below. Actual results in these areas could differ from management’s estimates.
ALLOWANCE FOR DOUBTFUL ACCOUNTS — The Company’s estimate for its allowance for doubtful accounts related to trade receivables is based on two methods. The amounts calculated from each of these methods are combined to determine the total amount reserved. First, a specific reserve is established for individual accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, management uses its judgment, based on the surrounding facts and circumstances, to record a specific reserve for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific reserves are reevaluated and adjusted as additional information is received.


Second, a reserve is determined for all customers based on a range of percentages applied to receivable aging categories. These percentages are based on historical collection and write-off experience.
If circumstances change, for example, due to the occurrence of higher-than-expected defaults or a significant adverse change in a major customer’s ability to meet its financial obligation to the Company, estimates of the recoverability of receivable amounts due could be reduced.
INVENTORIES - LOWER OF COST OR MARKET, SLOW MOVING AND OBSOLETE — Inventories in the U.S. are primarily valued at the lower of Last-In First-Out (“LIFO”) cost or market, while non-U.S. inventories are primarily valued at the lower of First-In, First-Out (“FIFO”) cost or market.and net realizable value. The calculation of LIFO reserves, and therefore the net inventory valuation, is affected by inflation and deflation in inventory components. The Company ensures all inventory is valued at the lower of cost or market, and continually reviews the carrying value of discontinued product lines and stock-keeping-units (“SKUs”) to determine that these items are properly valued. The Company also continually evaluates the composition of its inventory and identifies obsolete and/or slow-moving inventories. Inventory items identified as obsolete and/or slow-moving are evaluated to determine if write-downs are required. The Company assesses the ability to dispose of these inventories at a price greater than cost. If it is determined that cost is less than market or net realizable value, as applicable, cost is used for inventory valuation. If market value or net realizable value, as applicable, is less than cost, the Company writes down the related inventory to that value. If a write-down to the current market value is necessary, the market value cannot be greater than the net realizable value, or ceiling (defined as selling price less costs to sell and dispose), and cannot be lower than the net realizable value less a normal profit margin, also called the floor. If the Company is not able to achieve its expectations regarding net realizable value of inventory at its current value, a write-down would be recorded.


GOODWILL AND INTANGIBLE ASSETS — The Company acquires businesses in purchase transactions that result in the recognition of goodwill and intangible assets. The determination of the value of intangible assets requires management to make estimates and assumptions. In accordance with ASCAccounting Standards Codification ("ASC") 350-20, “Goodwill,”Goodwill, acquired goodwill and indefinite-lived intangible assets are not amortized but are subject to impairment testing at least annually or when an event occurs or circumstances change that indicate it is more likely than not an impairment exists. Definite-lived intangible assets are amortized and are tested for impairment when an event occurs or circumstances change that indicate it is more likely than not that an impairment exists. Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. At December 31, 2016,28, 2019, the Company reported $6,694.0 million$9.238 billion of goodwill, $1,508.5 million$2.186 billion of indefinite-lived trade names and $791.0 million$1.436 billion of net definite-lived intangibles. These amounts exclude approximately $302.8 million of goodwill, $65.2 million of an indefinite-lived trade name and $31.8 million of net definite-lived intangibles that are classified within Assets held for sale on the Consolidated Balance Sheets at December 31, 2016. Refer to Note T, Divestitures, for further discussion.
Management tests goodwill for impairment at the reporting unit level. A reporting unit is an operating segment as defined in ASC 280, “SegmentSegment Reporting, or one level below an operating segment (component level) as determined by the availability of discrete financial information that is regularly reviewed by operating segment management or an aggregate of component levels of an operating segment having similar economic characteristics. If the carrying value of a reporting unit (including the value of goodwill) is greater than its estimated fair value, an impairment may exist. An impairment charge would be recorded to the extent that the recorded value of goodwill exceeded the implied fair value.
As required by the Company’s policy, goodwill was tested for impairment in the third quarter of 2016. Beginning in 2013, the Company adopted ASU2019. In accordance with Accounting Standards Update ("ASU") 2011-08, “IntangiblesIntangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment” for its goodwill impairment testing. ASU 2011-08 permits, companies are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the two-step quantitative goodwill impairment test, the fair value of the reporting unit is compared to its respective carrying amount including goodwill. If the fair value exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the fair value, further analysis is performed to assess impairment. Such tests are completed separately with respect to the goodwill of each of the Company’s reporting units. Accordingly, for its annual impairment testing performed in the third quarter of 2019, the Company applied the qualitative assessment for fourthree of its reporting units, while performing the quantitative test for two of its Infrastructure reporting unit.units. For the reporting units in which a quantitative test was performed, it was noted that the fair value for each of these reporting units exceeded its carrying amount by in excess of 45%. Based on the results of the Company’s annual 2016 impairment testing, the Companyit was determined that the fair valuesvalue of each of its reporting units exceeded their respectiveis substantially in excess of its carrying amounts.amount.
In performing the qualitative assessment,assessments, the Company identified and considered the significance of relevant key factors, events, and circumstances that could affect the fair value of each reporting unit. These factors include external factors such as macroeconomic, industry, and market conditions, as well as entity-specific factors, such as actual and planned financial performance. The Company also assessed changes in each reporting unit's fair value and carrying value since the most recent date a fair value measurement was performed. As a result of the qualitative assessments performed, the Company concluded that it is more likely than not that the fair value of each of these reporting unitunits exceeded its respective carrying value and therefore, no additional quantitative impairment testing was performed.
With respect to the quantitative test,tests, the Company assessed the fair valuevalues of the Infrastructuretwo reporting unit usingunits based on a discounted cash flow valuation model. The key assumptions applied to the cash flow projections included a 9%were discount rate,rates, which ranged from 7.5% to 9.5%, near-term revenue growth rates over the next five years, which represented a cumulative annual growth rate ofrates


ranging from approximately 5%2% to 7%, and a 3% perpetual growth rate.rates of 3%. These assumptions contemplated business, market and overall economic conditions. Based on the results of this testing, the Company determined that the fair value for each of thethese reporting unitunits exceeded its carrying amount.amount by in excess of 45%. Furthermore, management performed sensitivity analyses on the estimated fair value resultingvalues from the discounted cash flow valuation modelmodels utilizing more conservative assumptions that reflect reasonably likely future changes in the discount rate and perpetual growth rate. The discount rate was increased by 100 basis points with no impairment indicated. The perpetual growth rate was decreased by 150 basis points with no impairment indicated.
During the fourth quarter of 2016, in connection with its quarterly forecasting cycle, the Company updated the forecasted operating results for each of its businesses based on the most recent financial results and best estimates of future operations. The updated forecasts reflected an expected decline in near-term revenue growth and profitability for the Infrastructure reporting unit within the Industrial segment, primarily due to ongoing difficult market conditions in the oil & gas industry, mainly related to project delays as a result of continued geopolitical challenges and a cyclical slowdown in offshore pipeline activity, as well as a slower than expected recovery in the scrap steel market. Accordingly, in connection with the preparation of the Consolidated Financial Statements for the year ended December 31, 2016, the Company performed an updated impairment analysis with respect to the Infrastructure reporting unit, which included approximately $269 million of goodwill at year-end. Based on this analysis, which included revised assumptions of near-term revenue growth and profitability levels, it was determined that the fair value of the Infrastructure reporting unit exceeded its carrying value by 14%. Therefore, management concluded it was not more likely than not that an impairment had occurred. Management is confident in the long-term viability


and success of the Infrastructure reporting unit based on the strong long-term growth prospects of the markets and geographies served, the Company's continued commitment to, and investments in, organic growth initiatives (including solid progress being made with respect to Breakthrough Innovation projects under the SFS 2.0 program), and Infrastructure's leading market position in its respective industries.
In the event that future operating results of any of the Company's reporting units do not meet current expectations, management, based upon conditions at the time, would consider taking restructuring or other actions as necessary to maximize revenue growth and profitability. Accordingly, the above sensitivity analyses, while useful, should not be used as a sole predictor of potential impairment. A thorough analysis of all the facts and circumstances existing at that time would need to be performed to determine if recording an impairment loss would be appropriate.
The Company also tested its indefinite-lived trade names for impairment during the third quarter of 2016,2019 utilizing both qualitative assessments and quantitative tests. For the qualitative assessments, the Company identified and considered the significance of relevant key factors, events, and circumstances that could affect the fair value of each trade name. These factors primarily included macroeconomic, industry, and market conditions, as well as the trade names' actual and planned financial performance. As a result of the qualitative assessments performed, the Company concluded that it is more likely than not that the fair values of the trade names exceeded their respective carrying values and therefore, no additional quantitative impairment testing was performed. For the quantitative impairment tests, the Company utilized a discounted cash flow model. The key assumptions used included discount rates, royalty rates, and perpetual growth rates applied to the projected sales. Based on these quantitative impairment tests, the Company determined that the fair values of the indefinite-lived trade names exceeded their respective carrying amounts.
In the event that future operating results of any of the Company's reporting units or indefinite-lived trade names do not meet current expectations, management, based upon conditions at the time, would consider taking restructuring or other strategic actions, as necessary, to maximize revenue growth and profitability. A thorough analysis of all the facts and circumstances existing at that time would need to be performed to determine if recording an impairment loss would be appropriate.
DEFINED BENEFIT OBLIGATIONS — The valuation of pension and other postretirement benefits costs and obligations is dependent on various assumptions. These assumptions, which are updated annually, include discount rates, expected return on plan assets, future salary increase rates, and health care cost trend rates. The Company considers current market conditions, including interest rates, to establish these assumptions. Discount rates are developed considering the yields available on high-quality fixed income investments with maturities corresponding to the duration of the related benefit obligations. The Company’s weighted-average discount rates used to determine benefit obligations at December 28, 2019 for the United States and international pension plans were 4.00%3.20% and 2.50%1.80%, respectively, at December 31, 2016.respectively. The Company’s weighted-average discount raterates used to determine benefit obligations at December 29, 2018 for the United States and international pension plans was 4.25%were 4.20% and 3.25%2.62%, respectively, at January 2, 2016.respectively. As discussed further in Note L, Employee Benefit Plans, the Company develops the expected return on plan assets considering various factors, which include its targeted asset allocation percentages, historic returns, and expected future returns. The Company’s expected rate of return assumptions for the United States and international pension plans were 6.50%6.25% and 4.75%4.73%, respectively, at December 31, 2016.28, 2019. The Company will use a 5.35%4.70% weighted-average expected rate of return assumption to determine the 20172020 net periodic benefit cost. A 25 basis point reduction in the expected rate of return assumption would increase 20172020 net periodic benefit cost by approximately $5 million on a pre-tax basis.
The Company believes that the assumptions used are appropriate; however, differences in actual experience or changes in the assumptions may materially affect the Company’s financial position or results of operations. To the extent that actual (newly measured) results differ from the actuarial assumptions, the difference is recognized in accumulated other comprehensive income,loss, and, if in excess of a specified corridor, amortized over future periods. The expected return on plan assets is determined using the expected rate of return and the fair value of plan assets. Accordingly, market fluctuations in the fair value of plan assets can affect the net periodic benefit cost in the following year. The projected benefit obligation for defined benefit plans exceeded the fair value of plan assets by $691$631 million at December 31, 2016.28, 2019. A 25 basis point reduction in the discount rate would have increased the projected benefit obligation by approximately $90$93 million at December 31, 2016.28, 2019. The primary Black & Decker U.SU.S. pension and post employment benefit plans were curtailed in late 2010, as well as the only material Black & Decker international plan, and in their place the Company implemented defined contribution benefit plans. The vast majority of the projected benefit obligation pertains to plans that have been frozen; the remaining defined benefit plans that are not frozen are predominantly small domestic union plans and those that are statutorily mandated in certain international jurisdictions. The Company recognized $12approximately $15 million of defined benefit plan expense in 2016,2019, which may fluctuate in future years depending upon various factors including future discount rates and actual returns on plan assets.
ENVIRONMENTAL — The Company incurs costs related to environmental issues as a result of various laws and regulations governing current operations as well as the remediation of previously contaminated sites. Future laws and regulations are expected to be increasingly stringent and will likely increase the Company’s expenditures related to environmental matters.
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. The amount of liability recorded is based on an evaluation of currently available facts with respect to each individual site and includes such factors as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites. The liabilities


recorded do not take into account any claims for recoveries from insurance or third parties. As assessments and remediation progress at individual sites, the amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available.


As of December 31, 2016,28, 2019, the Company had reserves of $160.9$213.8 million for remediation activities associated with Company-owned properties as well as for Superfund sites, for losses that are probable and estimable. The range of environmental remediation costs that is reasonably possible is $128.3$149.1 million to $267.1$286.1 million which is subject to change in the near term. The Company may be liable for environmental remediation of sites it no longer owns. Liabilities have been recorded on those sites in accordance with this policy.
INCOME TAXES — IncomeThe Company accounts for income taxes are accounted forunder the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes", which requires thatthe recognition of deferred tax assets and liabilities be recognized,for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using the enacted tax rates in effect for the effect of temporaryyear in which the differences between the book andare expected to reverse. Any changes in tax bases of recorded assets and liabilities. Deferred tax assets, including net operating losses and capital losses, are reduced by a valuation allowance if it is “more likely than not”that some portion or all of therates on deferred tax assets and liabilities are recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent that it is more likely than not that these assets will not be realized.
In assessing the need for a valuation allowance, the Companymaking this determination, management considers all available positive and negative evidence, including:including future reversals of existing temporary differences, estimates of future taxable income, considering the feasibility of ongoing tax planningtax-planning strategies, and the realizability of taxnet operating loss carryforwards andcarryforwards. In the future reversal of existing temporary differences.event that it is determined that an asset is not more likely that not to be realized, a valuation allowance is recorded against the asset. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event the Company were to determine that it would not be able to realize all or a portion of its deferred tax assets in the future, the unrealizable amount would be charged to earnings in the period in which that determination is made. By contrast,Conversely, if the Company were to determine that it would be able to realize deferred tax assets in the future in excess of the net carrying amounts, it would decrease the recorded valuation allowance through a favorable adjustment to earnings in the period in which that the determination iswas made.

The Act subjects a U.S. shareholder to current tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The Financial Accounting Standards Board ("FASB") Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. The Company has elected to recognize the tax on GILTI as a period expense in the period the tax is incurred.
The Company records uncertain tax positions in accordance with ASC 740, which requires a two-step process. First, management determines whether it is more likely than not that a tax position will be sustained based on the technical merits of the position and second, for those tax positions that meet the more likely than not threshold, management recognizes the largest amount of the tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related taxing authority. The Company maintains an accounting policy of recording interest and penalties on uncertain tax positions as a component of Income taxes in the Consolidated Statements of Operations.
The Company is subject to income tax in a number of locations, including many state and foreign jurisdictions. Significant judgment is required when calculating itsthe worldwide provision for income taxes. The Company considers manyMany factors are considered when evaluating and estimating itsthe Company's tax positions and tax benefits, 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 12twelve months. These changes may be the result of settlementsettlements of ongoing audits or final decisions in transfer pricing matters. The Company periodically assesses its liabilities and contingencies for all tax years still subject to audit based on the most current available information, which involves inherent uncertainty. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority under the premise that the taxing authority has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. The Company recognizes interest and penalties associated with
Additional information regarding income taxes as a component of income taxesis available in the Consolidated Statement of Operations. See Note Q, Income Taxes, for further discussion.Taxes.
RISK INSURANCE — To manage its insurance costs efficiently, the Company self insures for certain U.S. business exposures and generally has low deductible plans internationally. For domestic workers’ compensation, automobile and product liability (liability for alleged injuries associated with the Company’s products), the Company generally purchases insurance coverage only for severe losses that are unlikely, and these lines of insurance involve the most significant accounting estimates. While different self insured retentions, in the form of deductibles and self insurance through its captive insurance company, exist for each of these lines of insurance, the maximum self insured retention is set at no more than $5 million per occurrence. The process of establishing risk insurance reserves includes consideration of actuarial valuations that reflect the Company’s specific loss history, actual claims reported, and industry trends among statistical and other factors to estimate the range of reserves required. Risk insurance reserves are comprised of specific reserves for individual claims and additional amounts expected for development of these claims, as well as for incurred but not yet reported claims discounted to present value. The cash outflows related to risk insurance claims are expected to occur over a period of approximately 1315 years. The Company believes the


liabilities recorded for these U.S. risk insurance reserves, totaling $89$87 million and $96$86 million as of December 31, 2016,28, 2019, and January 2, 2016,December 29, 2018, respectively, are adequate. Due to judgments inherent in the reserve estimation process, it is possible the ultimate costs will differ from this estimate.
WARRANTY — The Company provides product and service warranties which vary across its businesses. The types of warranties offered generally range from one year to limited lifetime, whileand certain branded products carry a lifetime warranty. There are also certain products carrywith 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 Company believes the $103$100 million reserve for expected product warranty claims as of December 31, 201628, 2019 is adequate, but due to judgments inherent in the reserve estimation process, including forecasting future product reliability levels and costs of repair as well as the estimated age of certain products submitted for claims, the ultimate claim costs may differ from the recorded warranty liability. The Company also establishes a reserve for product recalls on a product-specific basis during the period in which the circumstances giving rise to the recall become known and estimable for both company-initiated actions and those required by regulatory bodies.
OFF-BALANCE SHEET ARRANGEMENT
SYNTHETIC LEASES — The Company is a party to synthetic leasing programs for certain locations, including one of its major distribution centers. The programs qualifyhas no off-balance sheet arrangements as operating leases for accounting purposes, such that only the monthly rent expense is recorded in the Consolidated Statements of Operations and the liability and value of the underlying assets are off-balance sheet.
These lease programs are utilized primarily to reduce overall cost and to retain flexibility. The cash outflows for lease payments approximate the $1 million of rent expense recognized in fiscal 2016. As of December 31, 2016 the estimated fair value of assets and remaining obligations for these properties were $67 million and $58 million, respectively.28, 2019.






CAUTIONARY STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995


Certain statements contained in this Annual Report on Form 10-K that are not historical, including but not limited to those regardingThis document contains “forward-looking statements” within the Company’s ability to: (i) close the Newell transaction in the first quartermeaning of 2017 with the transaction being approximately $0.20 to $0.25 accretive to the Company’s diluted earnings per share in 2017 (increasing to approximately $0.60 per diluted share by the third year) excluding approximately $125 to $140 million of restructuring and other deal related costs and approximately $40 million of non-cash inventory step-up charges, which in the aggregate will largely be incurred in the first two years; (ii) close the acquisitionSection 27A of the Craftsman brand in 2017 thereafter significantly increasing the availabilitySecurities Act of Craftsman branded products in previously underpenetrated channels, enhance innovation1933, as amended, and add manufacturing jobs in the U.S. to support growth with the transaction being accretive to earnings, excluding charges, by approximately $0.10 to $0.15 per diluted share in year one, increasing to approximately $0.35 to $0.45 by year five and to approximately $0.70 to $0.80 by year ten; (iii) close the saleSection 21E of the majoritySecurities 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 any projections or guidance of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include, among others, the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate” or any other similar words.
Although the Company believes that the expectations reflected in any of its mechanical security businessesforward-looking statements are reasonable, actual results could differ materially from those projected or assumed in the first quarterany of 2017 generating net after-tax cash proceedsits forward-looking statements. The Company's future financial condition and results of approximately $700 million with the earning per share impact of the transaction being approximately $0.15 to $0.20 dilutive; (iv) achieve its long-term financial objectives including: 4-6% organic revenue growth; 10-12% total revenue growth; 10-12% earnings per share growth including acquisitions (6-8% organic earnings per share growth); free cash flow equal to, or exceeding, net income; sustain 10+ working capital turns; and doubling the size of the Company to $22 billion in revenue by 2022 while expanding the margin rate; (v) return approximately 50% of free cash flow to shareholders through a strong and growing dividendoperations, as well as opportunistically repurchasing shares and deploying the remaining 50% toward acquisitions; (vi) expand operating margin rates over the next 3 to 5 years; (vii) achieve full year 2017 diluted EPS of approximately $6.85 - $7.05 (excluding the estimated earnings per share impacts of the pending acquisitions and divestiture previously discussed); and (viii) achieve free cash flow conversion of approximately 100% in 2017 (collectively, the “Results”);any forward-looking statements, are “forward-looking statements” and subject to riskchange and uncertainty.

The Company’s ability to deliver the Results as described above is based on current expectations and involves inherent risks and uncertainties, including factors listed below and other factors that could delay, divert,such as those disclosed or change any of them, and could cause actual outcomes and results to differ materially from current expectations. In addition to the risks, uncertainties and other factors discussed elsewhere herein, the risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or impliedincorporated by reference in the forward-looking statements include, without limitation, those set forth under Item 1A Risk Factors hereto and any material changes thereto set forth in any subsequent Quarterly Reports on Form 10-Q, or those contained in the Company’s otherCompany's filings with the Securities and Exchange Commission,Commission.
Important factors that could cause the Company's actual results, performance and those set forth below.

The Company’s abilityachievements, or industry results to deliverdiffer materially from estimates or projections contained in its forward-looking statements include, among others, the Results is dependent, or based, upon:following: (i) the Company’s ability to generate organic sales growth of 4% resulting in approximately $0.45 to $0.55 of diluted earnings per share accretion in 2017; (ii) the net impact from costsuccessfully developing, marketing and productivity actions, partially offset by higher share count, resulting in approximately $0.45 to $0.50 of EPS accretion in 2017; (iii) commodity inflation approximating $50 to $55 million, and foreign exchange headwinds approximating $50 million, negatively impacting 2017 diluted earnings per share by $0.50 to $0.55; (iv) the Company’s tax rate and core restructuring charges in 2017 being relatively consistent with the 2016 levels; (v) the Company’s ability to capitalize on operational improvements in both Security Europe and North America; (vi) the Company’s ability to identify and realize cost and revenue synergies associated with acquisitions; (vii) successful identification of appropriate acquisition opportunities and completing them within time frames and at reasonable costs as well as the integration of completed acquisitions and reorganization of existing businesses; (viii) the continued acceptance of technologies used in the Company’s products and services; (ix) the Company’s ability to manage existing Sonitrol franchisee and Mac Tools relationships; (x) the Company’s ability to minimize costs associated with any sale or discontinuance of a business or product line, including any severance, restructuring, legal or other costs; (xi) the proceeds realized with respect to any business or product line disposals; (xii) the extent of any asset impairments with respect to any businesses or product lines that are sold or discontinued; (xiii) the success of the Company’s efforts to manage freight costs, steel and other commodity costs as well as capital expenditures; (xiv) the Company’s ability to sustain or increase prices in order to, among other things, offset or mitigate the impact of steel, freight, energy, non-ferrous commodity and other commodity costs and any inflation increases and/or currency impacts; (xv) the Company’s ability to generate free cash flow, maintain a conservative credit profile, and a strong investment grade rating; (xvi) the Company’s ability to identify and effectively execute productivity improvements and cost reductions, while minimizing any associated restructuring charges; (xvii) the Company’s ability to obtain favorable settlement of tax audits; (xviii) the ability of the Company to generate earnings sufficient to realize future income tax benefits during periods when temporary differences become deductible; (xiv) the continued ability of the Company to access credit markets under satisfactory terms; (xv) the Company’s ability to negotiate satisfactory payment terms under which the Company buys and sells goods, services, materials and products; (xvi) the Company’s ability to successfully develop, market and achieveachieving sales from new products and services and the continued acceptance of current products and services; (ii) macroeconomic factors, including global and (xvii) the availability of cash to repurchase shares whenregional business conditions are right,(such as well asBrexit), commodity prices, inflation, and currency exchange rates; (iii) laws, regulations and governmental policies affecting the Company's ability to effectively use equity derivative transactions to reduce the capital requirement associated with share repurchases.

The Company’s ability to deliver the Results is also dependent upon: (i) the success of the Company’s marketing and sales efforts, including the ability to develop and market new and innovative products and solutions in both existing and new markets including emerging markets; (ii) the ability of the Company to maintain or improve production ratesactivities in the Company’s manufacturing facilities, respondcountries where it does business, including those related to significant changes in product demandtariffs, taxation, and fulfill demand for newtrade controls, including section 301 tariffs and existing products; (iii) the Company’s ability to continue improvements in working capital through effective management of accounts receivablesection 232 steel and inventory levels;aluminum tariffs; (iv) the ability to continue successfully managing and defending claims and litigation; (v) the success of the Company’s efforts to mitigate adverse earnings impact resulting from any cost increases generated by, for example, increases in the cost of energy or significant Euro, Canadian Dollar, Chinese Renminbi or other currency fluctuations; (vi) the geographic distribution of the Company’s earnings; (vii) the commitment to, and success of, the Stanley Fulfillment System and SFS 2.0 and focusing its employees on the related five key pillars of Core SFS, functional transformation,


digital excellence, commercial excellence and breakthrough innovation; and (viii) successful implementation with expected results of cost reduction programs.

The Company’s ability to achieve the Results will also be affected by external factors. These external factors include: challenging global geopolitical and macroeconomic environment; the economic environment of emerging markets, particularly Latin America, Russia, China and Turkey; (v) realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures, including the closing of the CAM acquisition, its successful integration into the Company and the return to production of the Boeing 737 MAX; (vi) pricing pressure and other changes within competitive markets; the continued consolidation(vii) availability and price of customers particularly in consumer channels; inventory management pressures on the Company’s customers;raw materials, component parts, freight, energy, labor and sourced finished goods; (viii) the impact the tightened credit markets may have on the Company or its customers or suppliers; (ix) the extent to which the Company has to write off accounts receivable or assets or experiences supply chain disruptions in connection with bankruptcy filings by customers or suppliers; increasing competition; changes(x) the Company's ability to identify and effectively execute productivity improvements and cost reductions; (xi) potential business and distribution disruptions, including those related to physical security threats, information technology or cyber-attacks, epidemics, sanctions or natural disasters; (xii) the continued consolidation of customers, particularly in laws, regulations and policies that affect the Company, including, but not limited to trade, monetary, tax and fiscal policies and laws; the timing and extent of any inflation or deflation;consumer channels; (xiii) managing franchisee relationships; (xiv) the impact of poor weather conditions on sales; currency exchange fluctuations;conditions; (xv) maintaining or improving production rates in the Company's manufacturing facilities, responding to significant changes in product demand and fulfilling demand for new and existing products; (xvi) changes in the competitive landscape in the Company's markets; (xvii) the Company's non-U.S. operations, including sales to non-U.S. customers; (xviii) the impact of dollar/foreign currency exchange and interest rates on the competitiveness of products and the Company’s debt program; the strength of the U.S. and European economies; the extent to whichfrom demand changes within world-wide markets associated with homebuilding and remodeling stabilize and rebound; the impact of events that causeremodeling; (xix) potential adverse developments in new or may cause disruption in the Company’s supply, manufacturing, distribution and sales networks such as war, terrorist activities, and political unrest; and recessionary pending litigation and/or expansive trends in the economies of the world in which the Company operates.

Unless required by applicable federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date hereof. Investors are advised, however, to consult any further disclosures made on related subjectsgovernment investigations; (xx) changes in the Company's reports filed with the Securitiesability to obtain debt on commercially reasonable terms and Exchange Commission.

In addition to the foregoing, some of the agreements included as exhibits to this Annual Report on Form 10-K (whether incorporated by reference to earlier filings or otherwise) may contain representationsat competitive rates; (xxi) substantial pension and warranties, recitalsother postretirement benefit obligations; (xxii) potential environmental liabilities; (xxiii) work stoppages or other labor disruptions; and (xxiv) changes in accounting estimates.
Additional factors that could cause actual results to differ materially from forward-looking statements that appear to be statements of fact. These agreements are included solely to provide investors with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. Representations and warranties, recitals, and other common disclosure provisions have been included in the agreements solely for the benefit of the other parties to the applicable agreements and often are used as a means of allocating risk among the parties.

Accordingly, such statements (i) should not be treated as categorical statements of fact; (ii) may be qualified by disclosures that were made to the other parties in connection with the negotiation of the applicable agreements, which disclosures are not necessarily reflected in the agreement or included as exhibits hereto; (iii) may apply standards of materiality in a way that is different from what may be viewed as material by or to investors in or lenders to the Company; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, representations and warranties, recitals or other disclosures contained in agreements may not describe the actual state of affairs as of the date they were made or at any other time and should not be relied on by any person other than the parties thereto in accordance with their terms. Additional information about the Company may be foundset forth in this Annual Report on Form 10-K, including under the heading “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Consolidated Financial Statements and the Company's other public filings, whichrelated Notes.
Forward-looking statements in this Annual Report on Form 10-K speak only as of the date hereof, and forward-looking statements in documents attached that are available without charge throughincorporated by reference speak only as of the SEC's website at http://www.sec.gov.date of those documents. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

46



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company incorporates by reference the material captioned “Market Risk” in Item 7 and in Note I, Derivative Financial Instruments, of the Notes to Consolidated Financial Statements in Item 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 15 for an index to Financial Statements and Financial Statement Schedules.Schedule. Such Financial Statements and Financial Statement SchedulesSchedule are incorporated herein by reference.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

47





ITEM 9A. CONTROLS AND PROCEDURES
The management of Stanley Black & Decker, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
In March 2019, the Company acquired the International Equipment Solutions Attachments businesses, Paladin and Pengo, ("IES Attachments") for approximately $654 million. Since Stanley Black & Decker, Inc. has not yet fully incorporated the internal controls and procedures of IES Attachments into Stanley Black & Decker, Inc.'s internal control over financial reporting, management excluded this business from its assessment of the effectiveness of internal control over financial reporting as of December 28, 2019. IES Attachments accounted for 4% of Stanley Black & Decker, Inc.'s total assets as of December 28, 2019 and 2% of Stanley Black & Decker, Inc.'s net sales for the year then ended.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 201628, 2019. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated Framework (2013 Framework). Management concluded that based on its assessment, the Company’s internal control over financial reporting was effective as of December 31, 201628, 2019. Ernst & Young LLP, the auditor of the financial statements included in this annual report, has issued an attestation report on the registrant’s internal control over financial reporting, a copy of which appears on page 52.62.
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 December 31, 201628, 2019, the Company’s disclosure controls and procedures are effective. There has been no change in the Company’s internal control over financial reporting that occurred during the fiscal year ended December 31, 201628, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. aside from the previously mentioned acquisition of IES Attachments. As part of the ongoing integration activities, the Company will complete an assessment of existing controls and incorporate its controls and procedures into IES Attachments.
ITEM 9B. OTHER INFORMATION
None.

48





PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANT
The information required by this Item, except for certain information with respect to the Company’s Code of Ethics, the identification of the executive officers of the Company and any material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors, as set forth below, is incorporated herein by reference to the information set forth in the section of the Company’s definitive proxy statement (which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the close of the Company’s fiscal year) under the headings “Information Concerning Nominees for Election as Directors,” and “Board of Directors,” and “Section 16(a) - Beneficial Ownership Reporting Compliance.”Directors".
In addition to
Available on the Company's website at http://www.stanleyblackanddecker.com on the “Corporate Governance” section which appears under the “Investors” heading is the Code of Business Conduct Guidelines that applyEthics applicable to all of its directors, officers and employees of the Company, the Company has adoptedworldwide and a Code of Ethics that applies tofor the Company’s Chief Executive Officer and all senior financial officers including the Chief Financial Officer and principal accounting officer. A copy ofThe Company intends to post on its website required information regarding any amendment to, or waiver from, the Company’s Code of Business Ethics is available on the Company’s website at www.stanleyblackanddecker.com.that applies to our Chief Executive Officer and senior financial officers within four business days after any such amendment or waiver.




The following is a list of the executive officers of the Company as of February 15, 2017:21, 2020:
Name and Age Office 
Date Elected to
Office
James M. Loree (58)(61) President & Chief Executive Officer since August 2016. President & Chief Operating Officer (2013); Executive Vice President and Chief Operating Officer (2007)(2009); Executive Vice President Finance and Chief Financial Officer (1999). 7/19/1999
     
Donald Allan, Jr. (52)(55) Executive Vice President & Chief Financial Officer since October 2016. Senior Vice President & Chief Financial Officer (2010); Vice President & Chief Financial Officer (2009); Vice President & Corporate Controller (2002); Corporate Controller (2000); Assistant Controller (1999). 10/24/2006
     


Jeffery D. Ansell (49)(52) Executive Vice President Global& President, Tools & Storage since October 2016;2016. Senior Vice President and Group Executive, Global Tools & Storage (2015); Senior Vice President and Group Executive, Construction and DIY (2010).; Vice President & President, Stanley Consumer Tools Group;Group (2006); President - Consumer Tools and Storage (2004); President of Industrial Tools & Storage (2002); Vice President - Global Consumer Tools Marketing (2001); Vice President Consumer Sales America (1999). 2/22/2006
     
Michael A. Bartone (57)Vice President, Corporate Tax since January 2002.7/17/2009
Bruce H. Beatt (64)
Janet M. Link (50)

 Senior Vice President, General Counsel and Secretary since March 2010.July 2017. Executive Vice President, General Counsel, and Secretary (2000).10/9/2000
James J. Cannon (46)SeniorJC Penney Company, Inc. (2015); Vice President, & Group Executive, Stanley Security North America & Emerging Markets since October 2014.Deputy General Counsel, JC Penney Company, Inc. (2014); Vice President, Stanley Oil & Gas (2012); President, IAR Europe & LAG (2011); President, IAR North America (2010); President, IAS (2009); President &Deputy General Manager, Stanley Engineered Storage Solutions (2007); General Manager, Stanley-Vidmar Storage Technologies (2005)Counsel, Clear Channel Companies (2013). 7/23/2014
Craig A. Douglas (62)Vice President & Treasurer since January 2002.7/17/2009
Rhonda O. Gass (53)Vice President & Chief Information Officer since October 2012.10/11/2012
Lee B. McChesney (45)President, Hand Tools, Accessories & Storage since October 2016. President, Industrial Verticals - Global Tools & Storage (2016) and Chief Financial Officer, Global Tools & Storage (2015); Chief Financial Officer-CDIY (2010); Chief Financial Officer, MAS and Regional Executive, Stanley Security Solutions Asia (2009); Chief Financial Officer, Stanley Mechanical Access Solutions (2007); Chief Financial Officer, Stanley Security Solutions (2006).7/23/201419/2017
     
Jaime A. Ramirez (49)(52) Senior Vice President & Chief Operating Officer, Tools & Storage since October 2019. Senior Vice President & President, Global Emerging Markets since October 2012.(2012); President, Construction & DIY, Latin America (2010); Vice President and General Manager - Latin America, Power Tools & Accessories, The Black & Decker Corporation (2008); Vice President and General Manager - Andean Region The Black & Decker Corporation (2007). 3/12/2010
     
Ben S. Sihota (58)President, Emerging Markets Group since March 2010. Vice President and President-Asia/Pacific, Power Tools & Accessories, The Black & Decker Corporation (2006); President-Asia, Power Tools & Accessories, The Black & Decker Corporation (2000).3/12/2010
Steven J. Stafstrom (58)Vice President, Operations-Global Tools & Storage since January 2015. Vice President, Operations, CDIY & Emerging Markets (2012). Vice President Global Operations, CDIY (2010); Vice President, Operations, Consumer Tools & Storage (2005).12/6/2012
William S. Taylor (61)President, Power Tools - Global Tools and Storage since January 2015. President, Fastening & Accessories (2012). President, Professional Power Tools & Products (2010); Vice President-Global Product Development of the Industrial Products Group, The Black & Decker Corporation (2009); Vice President-Industrial Products Group Product Development, The Black & Decker Corporation (2008); Vice President/General Manager Industrial Accessories Business, The Black & Decker Corporation (2008); Vice President and General Manager Woodworking Tools, The Black & Decker Corporation (2005).3/12/2010


Joseph R. Voelker (61)(64) Senior Vice President, Chief Human Resources Officer since April 1, 2013. VP Human Resources (2009); VP Human Resources - ITG/Corporate Staff (2006); VP Human Resources - Tools Group/Operations (2004); HR Director, Tools Group (2003); HR Director, Operations (1999). 4/1/2013
     
John H. Wyatt (58)(61) 
President, Stanley Engineered Fastening since January 2016. President, Sales & Marketing - Global Tools & Storage (2015).; President, Construction & DIY, Europe and ANZ (2012).; President, Construction & DIY, EMEA (2010); President-Europe, Middle East, and Africa, Power Tools and Accessories, The Black & Decker Corporation (2008); Vice President-Consumer Products (Europe, Middle East and Africa), The Black & Decker Corporation (2006).


 3/12/2010
Robert H. Raff (53)
President, Stanley Security since November 2016. President, Stanley Electronic Security North America (2015); President, North America Sales, Construction & DIY (2010); President, Stanley National Hardware (2007); Vice President of Latin America, Construction & DIY (2005); General Manager, Construction & DIY (2002).

4/19/2018
Robert Blackburn (51)
Senior Vice President of Global Operations since May 2019; Hoffman Group, CEO and Chairman of the Executive Board (2017-2018); BASF S.E., Presidentof Supply Chain Operations & Information Services (2007-2016).
5/6/2019

50





ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to the information set forth under the sectionsections entitled “Executive"Compensation Discussion & Analysis" and “2019 Executive Compensation” of the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 403 of Regulation S-K is incorporated herein by reference to the information set forth under the sections entitled “Security"Security Ownership of Certain Beneficial Owners”, “SecurityOwners," "Security Ownership of Directors and Officers”,Officers," "Compensation Discussion & Analysis" and “Executive“2019 Executive Compensation”, of the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
EQUITY COMPENSATION PLAN INFORMATION
Compensation plans under which the Company’s equity securities are authorized for issuance at December 31, 201628, 2019 follow:
 
 (A) (B) (C)  (A) (B) (C) 
Plan Category 
Number of securities to be
issued upon exercise of
outstanding options and stock
awards
  
Weighted-average exercise
price of outstanding options
  
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (A))
  
Number of securities to be
issued upon exercise of
outstanding options and stock awards
 
Weighted-average exercise
price of outstanding options
 
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (A))
 
Equity compensation plans approved by security holders 8,451,470
(1) 
 $86.33
(2) 
 6,935,076
(3) 
 8,768,923
(1) 
$122.42
(2) 
12,924,290
(3) 
Equity compensation plans not approved by security holders (4)
 
   
 
   
 
   
 
   

   

   
Total 8,451,470
   
 $86.33
   
 6,935,076
  8,768,923
   
$122.42
   
12,924,290
 
 
(1)
Consists of 6,433,5866,454,671 shares underlying outstanding stock options (whether vested or unvested) with a weighted averageweighted-average exercise price of $86.33$122.42 and a weighted averageweighted-average term of 6.796.83 years; 1,933,0982,219,768 shares underlying time-vesting restricted stock units that have not yet vested and the maximum number of shares that will be issued pursuant to outstanding long term performance awards if all established goals are met; and 84,78694,484 of shares earned but related to which participants elected deferral of delivery. All stock-based compensation plans are discussed in Note J, Capital Stock, of the Notes to Consolidated Financial Statements in Item 8.
(2)There is no cost to the recipient for shares issued pursuant to time-vesting restricted stock units or long term performance awards. Because there is no strike price applicable to these stock awards they are excluded from the weighted-average exercise price which pertains solely to outstanding stock options.
(3)Consists of 1,936,0931,593,759 of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and 4,998,98311,330,531 securities available for future grants by the boardBoard of directorsDirectors under stock-based compensation plans. On January 22, 2018, the Board of Directors adopted the 2018 Omnibus Award Plan (the "2018 Plan") and authorized the issuance of 16,750,000 shares of the Company's common stock in connection with the awards pursuant to the 2018 Plan. No further awards will be issued under the Company's 2013 Long-Term Incentive Plan.
(4)
U.S. employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the Employee Stock Ownership Plan ("ESOP") section of Note L, Employee Benefit Plans, of the Notes to the Consolidated Financial Statements in Item 8. The Company contributes an amount equal to one half of the employee contribution up to the first 7% of salary.  There is a non-qualified tax deferred savings plan for highly compensated salaried employees which mirrors the qualified plan provisions, but was not specifically approved by security holders.  Eligible highly compensated salaried U.S. employees are eligible to contribute from 1% to 50% of their salary to the non-qualified tax deferred savings plan.  The same matching arrangement was provided for highly compensated salaried employees in the non-qualified plan, to the extent the match was not fully met in the qualified plan, except that the arrangement for these employees is outside of the ESOP, and is not funded in advance of distributions. For both qualifiedEffective January 1, 2019, the Company, at its discretion, will determine whether matching and core contributions will be made for the non-qualified plans,tax deferred savings plan for a particular year.  If the investmentCompany decides to make matching contributions for a year, it will make contributions, in an amount determined in its discretion, that may constitute part or all of or more than the employee’s contribution andmatching contributions that would have been made pursuant to the Company’s contribution is controlled by the employee and may include an election to invest in Company stock. Shares of the Company’s common stock may be issued at the time of a distribution from the qualified plan. The number of securities remaining available for issuance under the plans at December 31, 2016 is not determinable, since the plans do not authorize a maximum number of securities.



provisions of the Stanley Black & Decker Supplemental Retirement Account Plan that were in effect prior to 2019. For both qualified and non-qualified plans, the investment of the employee’s contribution and the Company’s contribution is controlled by the employee and may include an election to invest in Company stock. Shares of the Company’s common stock may be issued at the time of a distribution from the qualified plan. The number of securities remaining available for issuance under the plans at December 28, 2019 is not determinable, since the plans do not authorize a maximum number of securities.

52



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Items 404 and 407(a) of Regulation S-K is incorporated by reference to the information set forth under the sectionsections entitled “Board of Directors — Related"Corporate Governance," "Director Independence" and "Related Party Transactions”Transactions" of the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 9(e) of Schedule 14A is incorporated herein by reference to the information set forth under the section entitled “Fees of Independent Auditors” of the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.


PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSCHEDULE
(a) Index to documents filed as part of this report:
1. and 2. Financial Statements and Financial Statement Schedules.Schedule.
The response to this portion of Item 15 is submitted as a separate section of this report beginning with an index thereto on page 48.54.
3. Exhibits
See Exhibit Index in this Form 10-K on page 103.120.
(b) See Exhibit Index in this Form 10-K on page 103.120.
(c) The response in this portion of Item 15 is submitted as a separate section of this Form 10-K with an index thereto beginning on page 48.54.

53





FORM 10-K
ITEM 15(a) (1) AND (2)
STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Schedule II — Valuation and Qualifying Accounts is included in Item 15 (page 57).
Management’s Report on Internal Control Over Financial Reporting (page 58).
Report of Independent Registered Public Accounting Firm — Financial Statement Opinion (page 59).
Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page 62).
Consolidated Statements of Operations — fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017 (page 63).
Consolidated Statements of Comprehensive Income — fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017 (page 64).
Consolidated Balance Sheets — December 28, 2019 and December 29, 2018 (page 65).
Consolidated Statements of Cash Flows — fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017 (page 66).
Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017 (page 68).
Notes to Consolidated Financial Statements (page 69).
Selected Quarterly Financial Data (Unaudited) (page 119).
Consent of Independent Registered Public Accounting Firm (Exhibit 23).
All other schedules are omitted because either they are not applicable or the required information is shown in the financial statements or the notes thereto.


54



ITEM 16. FORM 10-K SUMMARY
Not applicable.


55



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
STANLEY BLACK & DECKER, INC.
  
By: /s/ James M. Loree
  James M. Loree, President and Chief Executive Officer
   
Date: February 15, 201721, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
Signature  Title  Date 
      
/s/ James M. Loree  President and Chief Executive Officer  February 15, 201721, 2020  
James M. Loree       
   
/s/ Donald Allan, Jr.  Executive Vice President and Chief Financial Officer  February 15, 201721, 2020  
Donald Allan, Jr.       
      
/s/ Jocelyn S. Belisle  Vice President and Chief Accounting Officer  February 15, 201721, 2020  
Jocelyn S. Belisle       
   
*  Director  February 15, 201721, 2020 
Andrea J. Ayers       
      
*  Director  February 15, 201721, 2020  
George W. Buckley       
   
*  Director February 15, 201721, 2020  
Patrick D. Campbell       
      
*  Director  February 15, 201721, 2020  
Carlos M. Cardoso       
   
*  Director  February 15, 201721, 2020  
Robert B. Coutts       
      
*  Director  February 15, 201721, 2020 
Debra A. Crew       
      
*  Director  February 15, 201721, 2020  
Michael D. Hankin       
   
* Director February 15, 201721, 2020 
Anthony Luiso
*DirectorFebruary 15, 2017
Marianne M. Parrs
*DirectorFebruary 15, 2017
RobertDmitri L. RyanStockton     
*By: /s/ Bruce H. Beatt                        Janet M. Link                      
Bruce H. BeattJanet M. Link
(As Attorney-in-Fact)

56



FORM 10-K
ITEM 15(a) (1) AND (2)
STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

Schedule II — Valuation and Qualifying Accounts is included in Item 15 (page 49).
Management’s Report on Internal Control Over Financial Reporting (page 50).
Report of Independent Registered Public Accounting Firm — Financial Statement Opinion (page 51).
Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page 52).
Consolidated Statements of Operations — fiscal years ended December 31, 2016, January 2, 2016, and January 3, 2015 (page 53).
Consolidated Statements of Comprehensive Income (Loss) — fiscal years ended December 31, 2016, January 2, 2016, and January 3, 2015 (page 54).
Consolidated Balance Sheets — December 31, 2016 and January 2, 2016 (page 55).
Consolidated Statements of Cash Flows — fiscal years ended December 31, 2016, January 2, 2016, and January 3, 2015 (page 56).
Consolidated Statements of Changes in Shareowners’ Equity  — fiscal years ended December 31, 2016, January 2, 2016, and January 3, 2015 (page 57).
Notes to Consolidated Financial Statements (page 58).
Selected Quarterly Financial Data (Unaudited) (page 102).
Consent of Independent Registered Public Accounting Firm (Exhibit 23).
All other schedules are omitted because either they are not applicable or the required information is shown in the financial statements or the notes thereto.




Schedule II — Valuation and Qualifying Accounts
Stanley Black & Decker, Inc. and Subsidiaries
Fiscal years ended December 31, 2016, January 2, 2016,28, 2019, December 29, 2018, and January 3, 2015December 30, 2017
(Millions of Dollars)
 
   ADDITIONS    
 
Beginning
Balance
 
Charged To
Costs And
Expenses
 
Charged
To Other
Accounts (b)
 
(a)
Deductions
 
Ending
Balance
Allowance for Doubtful Accounts:         
Year Ended 2016$72.9
 $21.9
 $4.8
 $(22.1) $77.5
Year Ended 2015$60.7
 $27.3
 $0.7
 $(15.8) $72.9
Year Ended 2014$64.4
 $20.9
 $(8.3) $(16.3) $60.7
Tax Valuation Allowance:         
Year Ended 2016 (c)$480.7
 $74.5
 $4.4
 $(34.1) $525.5
Year Ended 2015$551.9
 $30.5
 $1.7
 $(103.4) $480.7
Year Ended 2014$549.7
 $90.0
 $(16.3) $(71.5) $551.9
   ADDITIONS    
 
Beginning
Balance
 
Charged To
Costs And
Expenses
 
Charged
To Other
Accounts (b)
 
(a)
Deductions
 
Ending
Balance
Allowance for Doubtful Accounts:         
Year Ended 2019$102.0
 $33.0
 $5.9
 $(28.5) $112.4
Year Ended 2018$80.4
 $28.0
 $12.5
 $(18.9) $102.0
Year Ended 2017$78.5
 $16.3
 $8.9
 $(23.3) $80.4
Tax Valuation Allowance:         
Year Ended 2019 (c)$626.7
 $461.5
 $(0.5) $(22.7) $1,065.0
Year Ended 2018$516.7
 $146.2
 $(6.4) $(29.8) $626.7
Year Ended 2017$525.5
 $262.4
 $22.8
 $(294.0) $516.7
 
(a)With respect to the allowance for doubtful accounts, deductions represent amounts charged-off less recoveries of accounts previously charged-off.
(b)Amounts represent the impact of foreign currency translation, acquisitions and net transfers to/from other accounts.
(c)
Refer to Note Q, Income Taxes, of the Notes to Consolidated Financial Statements in Item 8 for further discussion.



57





MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Stanley Black & Decker, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
In March 2019, the Company acquired the International Equipment Solutions Attachments businesses, Paladin and Pengo, ("IES Attachments") for approximately $654 million. Since Stanley Black & Decker, Inc. has not yet fully incorporated the internal controls and procedures of IES Attachments into Stanley Black & Decker, Inc.'s internal control over financial reporting, management excluded this business from its assessment of the effectiveness of internal control over financial reporting as of December 28, 2019. IES Attachments accounted for 4% of Stanley Black & Decker, Inc.'s total assets as of December 28, 2019 and 2% of Stanley Black & Decker, Inc.'s net sales for the year then ended.
Management has assessed the effectiveness of Stanley Black & Decker, Inc.’s internal control over financial reporting as of December 31, 2016.28, 2019. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated Framework (2013 Framework). Management concluded that based on its assessment, Stanley Black & Decker, Inc.’s internal control over financial reporting was effective as of December 31, 201628, 2019. Ernst & Young LLP, Registered Public Accounting Firm included in this annual report, has issued an attestation report on the registrant’s internal control over financial reporting, a copy of which appears on page 52.62.
 
  
  
/s/ James M. Loree 
James M. Loree, President and Chief Executive Officer 
 
  
  
/s/ Donald Allan, Jr. 
Donald Allan, Jr., Executive Vice President and Chief Financial Officer 

58





Report of Independent Registered Public Accounting Firm


TheTo the Shareowners and Board of Directors and Shareholders of Stanley Black & Decker, Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Stanley Black & Decker, Inc. and subsidiaries (the “Company”)Company) as of December 31, 201628, 2019 and January 2, 2016, andDecember 29, 2018, the related consolidated statements of operations, comprehensive income, (loss),shareowners’ equity and cash flows and shareowners' equity for each of the three fiscal years in the period ended December 31, 2016. Our audits also included28, 2019, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 201628, 2019 and January 2, 2016,December 29, 2018, and the consolidated results of its operations and its cash flows for each of the three fiscal years in the period ended December 31, 2016,28, 2019, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
As discussed in Note Q to the consolidated financial statements, the Company changed its presentation to classify all deferred tax assets and liabilities as noncurrent in its consolidated balance sheet as a result of the adoption of ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU is effective for periods beginning after December 15, 2016. As permitted by the standard, the Company early adopted the standard on a prospective basis in its December 31, 2016 balance sheet.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2016,28, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 15, 201721, 2020 expressed an unqualified opinion thereon.
Adoption of ASU 2016-02
As discussed in Note A to the consolidated financial statements, the Company changed its method for accounting for leases in fiscal year 2019 due to the adoption of ASU 2016-02, Leases and associated amendments (Topic 842), using the modified retrospective method. As explained below, auditing the Company’s adoption of the new standard was a critical audit matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


Adoption of ASU 2016-02, Leases (Topic 842)
Description of the Matter
As discussed above and in Note A of the consolidated financial statements, the Company adopted ASU 2016-02, Leases (Topic 842), in the first quarter of 2019. As discussed in Note R, as a result of the adoption, the Company recorded a lease liability of $537 million and right-of-use asset of approximately $535 million in its consolidated balance sheet as of December 28, 2019.
Auditing management’s initial recognition of the lease liability and right-of-use asset upon adoption of ASU 2016-02 was challenging because of the volume and diversity of leases in the Company’s global lease portfolio. Further, the Company’s estimated incremental borrowing rate had a significant effect on the measurement of the lease liability and right-of use asset recognized upon adoption. Auditing management’s estimated incremental borrowing rate was complex due to the judgment involved in developing foreign currency spreads to the U.S. rate and applying them to the leases in the Company’s global lease portfolio.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the adoption of ASU 2016-02. Our audit procedures included, among other procedures, testing controls over management’s review of the completeness of the lease population and the calculation of the incremental borrowing rate.
We tested the completeness and accuracy of the data used in the Company’s initial recognition of the lease liability and right-of-use asset. Our procedures included, among others, comparing the information in a sample of lease agreements to the Company’s analysis and selecting leases from independent sources and assessing their inclusion in the Company’s analysis. We involved our valuation specialists to assist in evaluating the key assumptions and methodologies management used to develop the incremental borrowing rate. We independently calculated a range of incremental borrowing rates and evaluated the sensitivity of the model.

Accounting for Acquisition of IES Attachments
Description of the Matter
As discussed in Note E of the consolidated financial statements, the Company acquired the equipment manufacturer, IES Attachments, on March 8, 2019 for a total purchase price of approximately $654 million, net of cash acquired. The Company allocated the purchase price, on a preliminary basis, to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of $328 million and resulting goodwill of approximately $309 million.
Auditing the Company's accounting for the acquired intangible assets involved subjective auditor judgment due to the significant estimation required in management’s determination of the fair value of intangible assets. The significant estimation was primarily due to the sensitivity of the significant assumptions in determining fair value, including discount rates, projected revenue growth rates and profit margins. These assumptions relate to the future performance of the acquired business, are forward-looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s accounting for business combinations. Our audit procedures included, among other procedures, testing controls over the valuation of intangible assets, including the valuation models and underlying assumptions used to develop such estimates.
To test the estimated fair value of the intangible assets, we performed audit procedures that included, among other procedures, evaluating the appropriateness of the valuation methodologies and testing the significant assumptions used in the model, as described above, including the completeness and accuracy of the underlying data. We compared the significant assumptions to current industry, market and economic trends, to the historical results of the acquired business and to other guideline companies within the same industry. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and the significant assumptions included in the fair value estimates.
Annual Test of Impairment of Goodwill in the Infrastructure Reporting Unit
Description of the Matter
At December 28, 2019, the Company’s goodwill balance was approximately $9,238 million. As discussed in Note A of the consolidated financial statements, goodwill is not amortized but rather is tested for impairment at least annually at the reporting unit level. The Company’s goodwill is initially assigned to its reporting units as of the relevant acquisition date.
Auditing management’s annual goodwill impairment test for the Infrastructure reporting unit was challenging and highly judgmental due to the significant estimation required, in particular, the fair value estimate was sensitive to the significant assumption of revenue growth, which is affected by expected future market or economic conditions. A substantial portion of the revenues of the Infrastructure reporting unit are derived from customers’ investments in cyclical industries that typically are subject to severe economic cycles, partially driven by the prices of oil and of scrap metal, which could have an impact on the goodwill impairment analysis for the Infrastructure reporting unit.


How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the determination of fair value, including the significant assumption of revenue growth discussed above, used in the Infrastructure goodwill impairment analysis. Our audit procedures included, among other procedures, testing controls over the Company’s budgetary process and management’s review of that information.
To test the estimated fair value of the Infrastructure reporting unit, we performed audit procedures that included, among other procedures, assessing the Company’s methodologies and testing the significant revenue growth assumption discussed above and the underlying data used by the Company in its analysis. We compared the revenue growth rates used by management to current industry and economic trends, including, among other factors, the price of oil and scrap metal, and considering the Company’s business model, customer base, product mix and other relevant factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses to evaluate the change in the fair value of the reporting unit that would result from changes in the revenue growth assumption. In addition, we evaluated the reconciliation of the combined estimated fair value of the Company’s reporting units to the market capitalization of the Company and assessed the resulting control premium. Further, we involved our valuation specialists to assist in the evaluation of the methodology used to estimate the fair value of the Infrastructure reporting unit.
Uncertain Tax Positions
Description of the Matter
At December 28, 2019, the Company had recorded a liability for uncertain tax positions of approximately $406 million. As discussed in Notes A and Q of the consolidated financial statements, the Company conducts business globally and, as a result, is subject to income tax in a number of locations, including many state and foreign jurisdictions. Uncertainty in a tax position may arise as tax laws are subject to interpretation. The Company uses significant judgment in (1) determining whether a tax position’s technical merits are more likely than not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. The Company considers many factors when evaluating and estimating its tax positions such as, but not limited to, the settlements of on-going audits.
Auditing the measurement and determination of whether a tax position is more likely than not to be upheld under examination is challenging and subjective due to the Company’s global operations, the many tax jurisdictions in which it operates, the distinctive nature and unique facts and circumstances of each tax position and the interpretations of tax law and legal rulings. Many of these same factors also make it challenging to audit the completeness of the uncertain tax reserves.
How We Addressed the Matter in Our Audit
We identified and tested controls around the Company’s judgments and determinations on tax positions, including the Company’s process to verify that all uncertain tax positions are identified and considered as part of the analysis, controls addressing completeness of the uncertain tax positions and the determination of the more-likely-than-not amount of the positions to be upheld.
With the support of our tax professionals, we performed an evaluation of the Company’s estimates with respect to uncertain tax positions including the technical merits of the Company’s tax positions. This included assessing the Company’s analysis of jurisdictions with potential tax liabilities and other international tax considerations. We considered the Company’s judgments and the factors involved with each significant tax position. To support our evaluation, we used our knowledge of, and experience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the Company’s accounting for those tax positions. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the completeness and accuracy of the data used to determine the amount of tax benefits recognized and tested the accuracy of such calculations. We also evaluated the Company’s income tax disclosures included in Note Q to the consolidated financial statements in relation to these matters.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1932.
Hartford, CTConnecticut
February 15, 201721, 2020





61





Report of Independent Registered Public Accounting Firm

TheTo the Shareowners and Board of Directors and Shareholders of Stanley Black & Decker, Inc.

Opinion on Internal Control over Financial Reporting
We have audited Stanley Black & Decker, Inc.’s and subsidiaries (the “Company’s”) internal control over financial reporting as of December 31, 2016,28, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Stanley Black & Decker, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 28, 2019, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of International Equipment Solutions Attachments Group (“IES Attachments”), which is included in the 2019 consolidated financial statements of the Company and constituted 4% of total assets as of December 28, 2019 and 2% of net sales for the fiscal year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of IES Attachments.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2019 and December 29, 2018, and the related consolidated statements of operations, comprehensive income, shareowners' equity and cash flows for each of the three fiscal years in the period ended December 28, 2019, and the related notes and schedule listed in the Index at Item 15(a) and our report dated February 21, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2016 and January 2, 2016, and the related consolidated statements of operations, comprehensive income (loss), cash flows and shareowners' equity for each of the three fiscal years in the period ended December 31, 2016 of the Company and our report dated February 15, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Hartford, CTConnecticut
February 15, 201721, 2020



62





Consolidated Statements of Operations
Fiscal years ended December 31, 201628, 2019, January 2, 2016December 29, 2018, and January 3, 2015December 30, 2017
(In Millions of Dollars, Except Per Share Amounts)
 
 2016 2015 2014
Net Sales$11,406.9
 $11,171.8
 $11,338.6
Costs and Expenses     
Cost of sales$7,139.7
 $7,099.8
 $7,235.9
Selling, general and administrative2,602.0
 2,459.1
 2,575.0
Provision for doubtful accounts21.9
 27.3
 20.9
Other-net196.9
 222.0
 239.6
Restructuring charges and asset impairments49.0
 47.6
 18.8
Interest income(23.2) (15.2) (13.6)
Interest expense194.5
 180.4
 177.2
 $10,180.8
 $10,021.0
 $10,253.8
Earnings from continuing operations before income taxes1,226.1
 1,150.8
 1,084.8
Income taxes on continuing operations261.2
 248.6
 227.1
Earnings from continuing operations$964.9
 $902.2
 $857.7
Less: Net (loss) earnings attributable to non-controlling interests(0.4) (1.6) 0.5
Net earnings from continuing operations attributable to common shareowners$965.3
 $903.8
 $857.2
Loss from discontinued operations before income taxes
 (19.3) (104.0)
Income tax expense (benefit) on discontinued operations
 0.8
 (7.7)
Net loss from discontinued operations$
 $(20.1) $(96.3)
Net Earnings Attributable to Common Shareowners$965.3
 $883.7
 $760.9
Basic earnings (loss) per share of common stock:     
Continuing operations$6.61
 $6.10
 $5.49
Discontinued operations
 (0.14) (0.62)
Total basic earnings per share of common stock$6.61
 $5.96
 $4.87
Diluted earnings (loss) per share of common stock:     
Continuing operations$6.51
 $5.92
 $5.37
Discontinued operations
 (0.13) (0.60)
Total diluted earnings per share of common stock$6.51
 $5.79
 $4.76
 2019 2018 2017
Net Sales$14,442.2
 $13,982.4
 $12,966.6
Costs and Expenses     
Cost of sales$9,636.7
 $9,131.3
 $8,188.3
Selling, general and administrative3,008.0
 3,143.7
 2,982.9
Provision for doubtful accounts33.0
 28.0
 16.3
Other, net249.1
 287.0
 269.2
(Gain) loss on sales of businesses(17.0) 0.8
 (264.1)
Pension settlement
 
 12.2
Restructuring charges154.1
 160.3
 51.5
Loss on debt extinguishment17.9
 
 
Interest income(53.9) (68.7) (40.1)
Interest expense284.3
 277.9
 222.6

$13,312.2
 $12,960.3
 $11,438.8
Earnings before income taxes and equity interest1,130.0
 1,022.1
 1,527.8
Income taxes160.8
 416.3
 300.9
Net earnings before equity interest$969.2
 $605.8
 $1,226.9
Share of net loss of equity method investment$(11.2) $
 $
Net earnings$958.0
 $605.8
 $1,226.9
Less: Net earnings (loss) attributable to non-controlling interests2.2
 0.6
 (0.4)
Net Earnings Attributable to Common Shareowners$955.8
 $605.2
 $1,227.3
Earnings per share of common stock:     
Basic$6.44
 $4.06
 $8.20
Diluted$6.35
 $3.99
 $8.05
See Notes to Consolidated Financial Statements.

63





Consolidated Statements of Comprehensive Income (Loss)
Fiscal years ended December 31, 201628, 2019, January 2, 2016December 29, 2018, and January 3, 2015December 30, 2017
(In Millions of Dollars)


 2016 2015 2014
Net earnings$965.3
 $883.7
 $760.9
Other comprehensive loss:     
Currency translation adjustment and other(285.4) (504.1) (726.3)
Unrealized gains (losses) on cash flow hedges, net of tax5.8
 (1.2) 26.4
Unrealized gains on net investment hedges, net of tax76.8
 49.0
 39.6
Pension (losses) gains, net of tax(24.2) 32.3
 (110.9)
Other comprehensive loss$(227.0) $(424.0) $(771.2)
Comprehensive income (loss) attributable to common shareowners$738.3
 $459.7
 $(10.3)
 2019 2018 2017
Net Earnings Attributable to Common Shareowners$955.8
 $605.2
 $1,227.3
Other comprehensive (loss) income:     
Currency translation adjustment and other(36.0) (373.0) 478.5
Unrealized (losses) gains on cash flow hedges, net of tax(27.4) 85.8
 (66.3)
Unrealized gains (losses) on net investment hedges, net of tax34.0
 59.9
 (85.2)
Pension (losses) gains, net of tax(40.9) 2.1
 5.5
Other comprehensive (loss) income$(70.3) $(225.2) $332.5
Comprehensive income attributable to common shareowners$885.5
 $380.0
 $1,559.8


See Notes to Consolidated Financial Statements.

64





Consolidated Balance Sheets
December 31, 201628, 2019 and January 2, 2016December 29, 2018
(Millions of Dollars)
2016 20152019 2018
Assets   
ASSETS   
Current Assets      
Cash and cash equivalents$1,131.8
 $465.4
$297.7
 $288.7
Accounts and notes receivable, net1,302.8
 1,331.8
1,454.6
 1,607.8
Inventories, net1,478.0
 1,526.4
2,255.0
 2,373.5
Prepaid expenses193.2
 172.4
395.4
 240.5
Assets held for sale523.4
 
Other current assets159.3
 166.1
53.9
 58.9
Total Current Assets4,788.5
 3,662.1
4,456.6
 4,569.4
Property, Plant and Equipment, net1,451.2
 1,450.2
1,959.5
 1,915.2
Goodwill6,694.0
 7,084.3
9,237.5
 8,956.7
Customer Relationships, net635.7
 778.7
1,317.3
 1,165.2
Trade Names, net1,560.1
 1,641.8
2,253.6
 2,254.8
Other Intangible Assets, net103.7
 121.0
51.1
 64.4
Other Assets401.7
 389.7
1,321.0
 482.3
Total Assets$15,634.9
 $15,127.8
$20,596.6
 $19,408.0
Liabilities and Shareowners’ Equity   
LIABILITIES AND SHAREOWNERS' EQUITY   
Current Liabilities      
Short-term borrowings$4.3
 $2.5
$337.3
 $376.1
Current maturities of long-term debt7.8
 5.1
3.1
 2.5
Accounts payable1,640.4
 1,533.1
2,087.8
 2,233.2
Accrued expenses1,101.5
 1,261.9
1,977.5
 1,389.8
Liabilities held for sale53.5
 
Total Current Liabilities2,807.5
 2,802.6
4,405.7
 4,001.6
Long-Term Debt3,815.3
 3,792.1
3,176.4
 3,819.8
Deferred Taxes735.4
 825.9
731.2
 705.3
Post-retirement Benefits644.3
 669.4
Post-Retirement Benefits609.4
 595.4
Other Liabilities1,258.8
 1,178.6
2,531.7
 2,446.0
Commitments and Contingencies (Notes R and S)
   
Commitments and Contingencies (Notes R and S)
   
Shareowners’ Equity      
Stanley Black & Decker, Inc. Shareowners’ Equity      
Preferred stock, without par value:
Authorized and unissued 10,000,000 shares

 
Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2016 and 2015
Issued 176,902,738 shares in 2016 and 2015
442.3
 442.3
Preferred stock, without par value:
Authorized 10,000,000 shares in 2019 and 2018
Issued and outstanding 1,500,000 shares in 2019 and 750,000 shares in 2018
1,500.0
 750.0
Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2019 and 2018
Issued 176,902,738 shares in 2019 and 2018
442.3
 442.3
Retained earnings5,127.3
 4,491.7
6,772.8
 6,219.0
Additional paid in capital4,774.4
 4,421.7
4,492.9
 4,621.0
Accumulated other comprehensive loss(1,921.2) (1,694.2)(1,884.6) (1,814.3)
ESOP(25.9) (34.9)(2.3) (10.5)
8,396.9
 7,626.6
11,321.1
 10,207.5
Less: common stock in treasury (24,342,971 shares in 2016 and 22,958,447 shares in 2015)(2,029.9) (1,815.0)
Less: cost of common stock in treasury (23,396,329 shares in 2019 and 25,600,288 shares in 2018)(2,184.8) (2,371.3)
Stanley Black & Decker, Inc. Shareowners’ Equity6,367.0
 5,811.6
9,136.3
 7,836.2
Non-controlling interests6.6
 47.6
5.9
 3.7
Total Shareowners’ Equity6,373.6
 5,859.2
9,142.2
 7,839.9
Total Liabilities and Shareowners’ Equity$15,634.9
 $15,127.8
$20,596.6
 $19,408.0
See Notes to Consolidated Financial Statements.

65





Consolidated Statements of Cash Flows
Fiscal years ended December 31, 2016, January 2, 2016,28, 2019, December 29, 2018, and January 3, 2015December 30, 2017
(Millions of Dollars)
 2016 2015 2014
Operating Activities:     
Net earnings attributable to common shareowners$965.3
 $883.7
 $760.9
Adjustments to reconcile net earnings to cash provided by operating activities:     
Depreciation and amortization of property, plant and equipment263.6
 256.9
 263.4
Amortization of intangibles144.4
 157.1
 186.4
Asset impairments10.7
 9.8
 63.1
Stock-based compensation expense81.2
 67.9
 57.1
Provision for doubtful accounts21.9
 29.5
 22.1
Deferred tax (benefit) expense(25.7) (1.3) 42.4
Other non-cash items29.3
 18.8
 12.3
Changes in operating assets and liabilities:
 
 
Accounts receivable(69.4) (41.3) 81.6
Inventories(23.9) (54.7) (175.9)
Accounts payable159.7
 (9.7) 71.7
Deferred revenue(9.2) 7.7
 12.8
Other current assets26.0
 19.8
 25.8
Long-term receivables1.2
 (12.6) (13.2)
Other long-term assets(47.5) (11.5) 39.2
Accrued expenses(28.1) (59.0) 59.7
Defined benefit liabilities(56.8) (65.8) (155.0)
Other long-term liabilities42.5
 (13.0) (58.5)
Net cash provided by operating activities1,485.2
 1,182.3
 1,295.9
Investing Activities:     
Capital expenditures(347.0) (311.4) (291.0)
Proceeds from sales of assets10.6
 29.1
 15.4
Business acquisitions, net of cash acquired(59.3) (17.6) (3.2)
Proceeds (payments) from sales of businesses, net of cash sold24.0
 
 (3.9)
Proceeds (payments) from net investment hedge settlements104.7
 137.7
 (61.4)
Other(17.0) (42.8) (38.1)
Net cash used in investing activities(284.0) (205.0) (382.2)
Financing Activities:     
Payments on long-term debt
 (16.1) (46.6)
Net short-term borrowings (repayments)1.9
 1.2
 (391.0)
Stock purchase contract fees(13.8) (17.0) (16.4)
Purchase of common stock for treasury(374.1) (649.8) (28.2)
Proceeds from issuance of preferred stock
 632.5
 
Redemption of preferred stock for treasury
 (632.5) 
Cash settlement on forward stock purchase contract(147.4) 
 
Non-controlling interest buyout(12.5) (33.5) 
Termination of interest rate swaps27.0
 
 (33.4)
Proceeds from issuances of common stock418.5
 163.5
 71.3
Cash dividends on common stock(330.9) (319.9) (321.3)
Other(1.8) (4.0) (0.6)
Net cash used in financing activities(433.1) (875.6) (766.2)
Effect of exchange rate changes on cash(101.7) (132.9) (147.1)
Increase (decrease) in cash and cash equivalents666.4
 (31.2) 0.4
Cash and cash equivalents, beginning of year465.4
 496.6
 496.2
Cash and cash equivalents, end of year$1,131.8
 $465.4
 $496.6
 2019 2018 2017
Operating Activities:     
Net earnings$958.0
 $605.8
 $1,226.9
Adjustments to reconcile net earnings to net cash provided by operating activities:     
Depreciation and amortization of property, plant and equipment372.8
 331.2
 296.9
Amortization of intangibles187.4
 175.3
 163.8
Inventory step-up amortization7.4
 9.6
 43.2
(Gain) loss on sales of businesses(17.0) 0.8
 (264.1)
Loss on debt extinguishment17.9
 
 
Stock-based compensation expense88.8
 76.5
 78.7
Provision for doubtful accounts33.0
 28.0
 16.3
Share of net loss of equity method investment11.2
 
 
Deferred tax (benefit) expense(17.9) 191.1
 (103.0)
Other non-cash items(13.8) 10.1
 24.4
Changes in operating assets and liabilities:
 
 
Accounts receivable137.8
 (48.8) (905.6)
Inventories137.7
 (401.6) (303.0)
Accounts payable(169.1) 211.0
 240.4
Deferred revenue8.5
 1.5
 1.6
Other current assets(183.6) (4.4) (5.9)
Other long-term assets(37.3) 28.9
 84.9
Accrued expenses123.6
 70.1
 123.3
Defined benefit liabilities(47.6) (44.7) (66.5)
Other long-term liabilities(92.1) 20.5
 16.2
Net cash provided by operating activities1,505.7
 1,260.9
 668.5
Investing Activities:     
Capital and software expenditures(424.7) (492.1) (442.4)
Sales of assets100.1
 45.2
 50.2
Business acquisitions, net of cash acquired(685.4) (524.6) (2,583.5)
Sales of businesses, net of cash sold76.6
 (3.0) 756.9
Purchases of investments(260.6) (21.7) (17.9)
Net investment hedge settlements8.0
 25.7
 (23.3)
Proceeds related to deferred purchase price receivable
 
 704.7
Other(22.6) (18.6) (11.5)
Net cash used in investing activities(1,208.6) (989.1) (1,566.8)
Financing Activities:     
Payments on long-term debt(1,150.0) (977.5) (2.8)
Proceeds from debt issuances, net of fees496.2
 990.0
 
Net short-term (repayments) borrowings(18.1) 433.2
 (76.7)
Stock purchase contract fees(40.3) (40.3) (20.0)
Purchases of common stock for treasury(27.5) (527.1) (28.7)
Proceeds from issuances of preferred stock735.0
 
 726.0
Premium paid on equity options(19.2) (57.3) (25.1)
Proceeds from issuances of common stock146.0
 38.5
 90.8
Cash dividends on common stock(402.0) (384.9) (362.9)
Other(12.6) (36.2) (5.4)
Net cash (used in) provided by financing activities(292.5) (561.6) 295.2
Effect of exchange rate changes on cash and cash equivalents(1.4) (53.9) 81.0
Change in cash, cash equivalents and restricted cash3.2
 (343.7) (522.1)
Cash, cash equivalents and restricted cash, beginning of year311.4
 655.1
 1,177.2
Cash, cash equivalents and restricted cash, end of year$314.6
 $311.4
 $655.1



The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances as of December 28, 2019 and December 29, 2018, as shown above:
 December 28, 2019 December 29, 2018
Cash and cash equivalents$297.7
 $288.7
Restricted cash included in Other current assets16.9
 22.7
Cash, cash equivalents and restricted cash$314.6
 $311.4

See Notes to Consolidated Financial Statements.

67





Consolidated Statements of Changes in Shareowners’ Equity
Fiscal years ended December 31, 2016, January 2, 2016,28, 2019, December 29, 2018, and January 3, 2015December 30, 2017
(Millions of Dollars, Except Per Share Amounts)
 Preferred
Stock
 Common
Stock
 Additional
Paid In
Capital
 Retained
Earnings
 Accumulated
Other
Comprehensive
Loss
 ESOP Treasury
Stock
 Non-
Controlling
Interests
 Shareowners’
Equity
Balance December 28, 2013$
 $442.3
 $4,878.6
 $3,484.9
 $(499.0) $(53.2) $(1,454.4) $81.3
 $6,880.5
Net earnings      760.9
       0.5
 761.4
Other comprehensive loss        (771.2)       (771.2)
Cash dividends declared — $2.04 per share      (321.3)       
 (321.3)
Issuance of common stock    (69.4)       129.8
   60.4
Forward obligation to purchase treasury shares    (150.0)           (150.0)
Repurchase of common stock (340,576 shares)            (28.2) 

 (28.2)
Non-controlling interest buyout              (0.6) (0.6)
Non-controlling interests of acquired businesses    

         1.6
 1.6
Stock-based compensation related    57.1
           57.1
Tax benefit related to stock options exercised    10.8
           10.8
ESOP and related tax benefit      1.8
   9.6
     11.4
Balance January 3, 2015$
 $442.3
 $4,727.1
 $3,926.3
 $(1,270.2) $(43.6) $(1,352.8) $82.8
 $6,511.9
Net earnings      883.7
       (1.6) 882.1
Other comprehensive loss        (424.0)       (424.0)
Cash dividends declared — $2.14 per share      (319.9)       
 (319.9)
Issuance of common stock    (96.1)       231.4
   135.3
Forward obligation to purchase treasury shares    (350.0)           (350.0)
Repurchase of common stock (9,227,564 shares)    263.9
       (913.7)   (649.8)
Issuance of preferred stock632.5
               632.5
Redemption and conversion of preferred stock(632.5)   (220.1)       220.1
   (632.5)
Non-controlling interest buyout    0.8
         (33.6) (32.8)
Stock-based compensation related    67.9
           67.9
Tax benefit related to stock options exercised    28.2
           28.2
ESOP and related tax benefit      1.6
   8.7
     10.3
Balance January 2, 2016$
 $442.3
 $4,421.7
 $4,491.7
 $(1,694.2) $(34.9) $(1,815.0) $47.6
 $5,859.2
Net earnings      965.3
       (0.4) 964.9
Other comprehensive loss      
 (227.0) 
 
   (227.0)
Cash dividends declared — $2.26 per share      (330.9)   
 
   (330.9)
Issuance of common stock    20.9
 
   
 386.1
   407.0
Settlement of forward share repurchase contract    150.0
 
   
 (150.0)   
Repurchase of common stock (4,651,463 shares)    76.9
 
   
 (451.0)   (374.1)
Non-controlling interest buyout    12.2
 
   
 
 (40.6) (28.4)
Stock-based compensation related    81.2
 
   
 
 
 81.2
Tax benefit related to stock options exercised    11.5
 
   
 
 
 11.5
ESOP and related tax benefit    
 1.2
   9.0
 
 
 10.2
Balance December 31, 2016$
 $442.3
 $4,774.4
 $5,127.3
 $(1,921.2) $(25.9) $(2,029.9) $6.6
 $6,373.6
 Preferred
Stock
 Common
Stock
 Additional
Paid In
Capital
 Retained
Earnings
 Accumulated
Other
Comprehensive
Loss
 ESOP Treasury
Stock
 Non-
Controlling
Interests
 Shareowners’
Equity
Balance December 31, 2016$
 $442.3
 $4,774.4
 $5,134.3
 $(1,921.6) $(25.9) $(2,029.9) $6.6
 $6,380.2
Net earnings      1,227.3
       (0.4) 1,226.9
Other comprehensive income        332.5
       332.5
Cash dividends declared — $2.42 per share      (362.9)         (362.9)
Issuance of common stock (1,680,339)    (43.7)       134.5
   90.8
Repurchase of common stock (202,075 shares)    


       (28.7)   (28.7)
Issuance of preferred stock (750,000 shares)750.0
   (24.0)       


   726.0
Equity units - stock contract fees    (117.1)           (117.1)
Non-controlling interest dissolution              (3.4) (3.4)
Premium paid on equity option    (25.1)           (25.1)
Stock-based compensation related    78.7
           78.7
ESOP      


   7.1
     7.1
Balance December 30, 2017$750.0
 $442.3
 $4,643.2
 $5,998.7
 $(1,589.1) $(18.8) $(1,924.1) $2.8
 $8,305.0
Net earnings      605.2
       0.6
 605.8
Other comprehensive loss        (225.2)       (225.2)
Cash dividends declared — $2.58 per share      (384.9)         (384.9)
Issuance of common stock (941,854)    (41.4)       79.9
   38.5
Repurchase of common stock (3,677,435 shares)    
       (527.1)   (527.1)
Premium paid on equity option    (57.3)           (57.3)
Non-controlling interest buyout              0.3
 0.3
Stock-based compensation related    76.5
           76.5
ESOP      


   8.3
     8.3
Balance December 29, 2018$750.0
 $442.3
 $4,621.0
 $6,219.0
 $(1,814.3) $(10.5) $(2,371.3) $3.7
 $7,839.9
Net earnings      955.8
       2.2
 958.0
Other comprehensive loss        (70.3)       (70.3)
Cash dividends declared — $2.70 per share      (402.0)         (402.0)
Issuance of common stock (2,391,336)    (68.0)       214.0
   146.0
Repurchase of common stock (187,377 shares)            (27.5)   (27.5)
Issuance of preferred stock (750,000 shares)750.0
   (15.5)           734.5
Equity units - stock contract fees    (114.2)           (114.2)
Premium paid on equity option    (19.2)           (19.2)
Stock-based compensation related    88.8
           88.8
ESOP          8.2
     8.2
Balance December 28, 2019$1,500.0
 $442.3
 $4,492.9
 $6,772.8
 $(1,884.6) $(2.3) $(2,184.8) $5.9
 $9,142.2


See Notes to Consolidated Financial Statements.

68





Notes to Consolidated Financial Statements


A. SIGNIFICANT ACCOUNTING POLICIES


BASIS OF PRESENTATION — The Consolidated Financial Statements include the accounts of Stanley Black & Decker, Inc. and its majority-owned subsidiaries (collectively the “Company”) which require consolidation, after the elimination of intercompany accounts and transactions. The Company’s fiscal year ends on the Saturday nearest to December 31. There were 52 weeks in each of the fiscal year 2016, 52 weeksyears 2019, 2018 and 2017.

In March 2019, the Company acquired International Equipment Solutions Attachments businesses, Paladin and Pengo, ("IES Attachments"), a manufacturer of high quality, performance-driven heavy equipment attachment tools for off-highway applications. The acquisition is being accounted for as a business combination using the acquisition method of accounting and the results have been consolidated into the Company's Industrial segment. In April 2018, the Company acquired the industrial business of Nelson Fastener Systems ("Nelson"), which excluded Nelson's automotive stud welding business. The results of Nelson have been consolidated into the Company's Industrial segment. In March 2017, the Company acquired the Tools business of Newell Brands ("Newell Tools") and the Craftsman® brand. The results of Newell Tools and the Craftsman® brand have been consolidated into the Company's Tools & Storage segment. The 2018 and 2017 acquisitions were accounted for as business combinations using the acquisition method of accounting.

In January 2019, the Company acquired a 20 percent interest in MTD Holdings Inc. ("MTD"), a privately held global manufacturer of outdoor power equipment.  MTD manufactures and distributes gas-powered lawn tractors, zero turn mowers, walk behind mowers, snow throwers, trimmers, chain saws, utility vehicles and other outdoor power equipment. Under the terms of the agreement, the Company has the option to acquire the remaining 80 percent of MTD beginning on July 1, 2021 and ending on January 2, 2029. In the event the option is exercised, the companies have agreed to a valuation multiple based on MTD’s 2018 Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), with an equitable sharing arrangement for future EBITDA growth. The Company is applying the equity method of accounting to the MTD investment.

Refer to Note E, Acquisitions and Investments, for further discussion on these transactions.

In the second quarter of 2019, the Company sold its Sargent & Greenleaf mechanical locks business within the Security segment. The operating results of this business have been reported in the fiscal year 2015Consolidated Financial Statements through the date of sale in 2019 and 53 weeks infor the fiscal year 2014.

Duringyears ended December 29, 2018 and December 30, 2017. In the first quarter of 2015,2017, the Company combined the Construction & Do-It-Yourself ("CDIY") business with certain complementary elements of the Industrial and Automotive Repair ("IAR") and Healthcare businesses (formerly part of the Industrial and Security segments, respectively) to form one Tools & Storage business. The Company recast segment net sales and profit for all years presented to align with this change in organizational structure. There was no impact to the consolidated financial statements of the Company as a result of this change.

In December 2016, the Company announced the sale ofsold the majority of its mechanical security businesses within the Security segment, to Dormakaba for $725 million in cash. This pending divestiture includeswhich included the commercial hardware brands of Best Access, phi Precision and GMT, and is expected to close in the first quarter of 2017. In addition, the Company sold a small business within the Tools & Storage segment. The Company also sold a small business in the Industrial segment in Januarythe third quarter of 2017 and a small business in the Tools & Storage segment in the fourth quarter of 2017. The operating results of these businesses have been reported within continuing operations in the Consolidated Financial Statements. In addition, the assets and liabilities expected to be includedStatements through their respective dates of sale in these sales have been classified as held for sale on the Company's Consolidated Balance Sheets as of December 31, 2016.2017. Refer to Note T, Divestitures, for further discussion.

During the fourth quarter of 2014, the Company classified the Security segment’s Spain and Italy operations as held for sale based on management's intention to sell these businesses. In July 2015, the Company completed the sale of these businesses. In 2014, the Company sold two small businesses within the Security and Industrial segments. The operating results of these businesses have been reported as discontinued operations in the Consolidated Financial Statements. Refer to Note T, Divestitures, for further discussion.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates. Certain amounts reported in the previous years have been reclassified to conform to the 20162019 presentation.
FOREIGN CURRENCY — For foreign operations with functional currencies other than the U.S. dollar, asset and liability accounts are translated at current exchange rates, while income and expenses are translated using average exchange rates. Translation adjustments are reported in a separate component of shareowners’ equity and exchange gains and losses on transactions are included in earnings.
CASH EQUIVALENTS — Highly liquid investments with original maturities of three months or less are considered cash equivalents.
ACCOUNTS AND FINANCING RECEIVABLE — Trade receivables are stated at gross invoice amounts less discounts, other allowances and provisions for uncollectible accounts. Financing receivables are initially recorded at fair value, less impairments or provisions for credit losses. Interest income earned from financing receivables that are not delinquent is recorded on the effective interest method. The Company considers any financing receivable that has not been collected within 90 days of original billing date as past-due or delinquent. Additionally, the Company considers the credit quality of all past-due or delinquent financing receivables as nonperforming.


ALLOWANCE FOR DOUBTFUL ACCOUNTS — The Company estimates its allowance for doubtful accounts using two methods. First, a specific reserve is established for individual accounts where information indicates the customers may have an inability to meet financial obligations. Second, a reserve is determined for all customers based on a range of percentages applied to aging categories. These percentages are based on historical collection and write-off experience. Actual write-offs are charged against the allowance when collection efforts have been unsuccessful.
INVENTORIES — U.S. inventories are primarily valued at the lower of Last-In First-Out (“LIFO”) cost or market because the Company believes it results in better matching of costs and revenues. Other inventories are primarily valued at the lower of


First-In, First-Out (“FIFO”) cost or marketand net realizable value because LIFO is not permitted for statutory reporting outside the U.S.  See Refer to Note C, Inventories, for a quantification of the LIFO impact on inventory valuation.
PROPERTY, PLANT AND EQUIPMENT — The Company generally values property, plant and equipment (“PP&E”), including capitalized software, at historical cost less accumulated depreciation and amortization. Costs related to maintenance and repairs which do not prolong the asset's useful life are expensed as incurred. Depreciation and amortization are provided using straight-line methods over the estimated useful lives of the assets as follows:
   
Useful Life
(Years)
Land improvements  10 —20— 20
Buildings  40
Machinery and equipment  3 — 15
Computer software  3 — 57

Leasehold improvements are depreciated over the shorter of the estimated useful life or the term of the lease.
The Company reports depreciation and amortization of property, plant and equipment in cost of sales and selling, general and administrative expenses based on the nature of the underlying assets. Depreciation and amortization related to the production of inventory and delivery of services are recorded in cost of sales. Depreciation and amortization related to distribution center activities, selling and support functions are reported in selling, general and administrative expenses.
The Company assesses its long-lived assets for impairment when indicators that the carrying amounts may not be recoverable are present. In assessing long-lived assets for impairment, the Company groups its long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are generated (“asset group”) and estimates the undiscounted future cash flows that are directly associated with, and expected to be generated from, the use of and eventual disposition of the asset group. If the carrying value is greater than the undiscounted cash flows, an impairment loss must be determined and the asset group is written down to fair value. The impairment loss is quantified by comparing the carrying amount of the asset group to the estimated fair value, which is generally determined using weighted-average discounted cash flows that consider various possible outcomes for the disposition of the asset group.
GOODWILL AND INTANGIBLE ASSETS — Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Intangible assets acquired are recorded at estimated fair value. Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually during the third quarter, and at any time when events suggest an impairment more likely than not has occurred.
To assess goodwill for impairment, the Company, depending on relevant facts and circumstances, performs either a qualitative assessment as permitted by ASU 2011-08, "Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment," or a quantitative analysis utilizing a discounted cash flow valuation model.
In performing a qualitative assessment, the Company first assesses relevant factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test. The Company identifies and considers the significance of relevant key factors, events, and circumstances that could affect the fair value of each reporting unit. These factors include external factors such as macroeconomic, industry, and market conditions, as well as entity-specific factors, such as actual and planned financial performance. The Company also considers changes in each reporting unit's fair value and carrying amount since the most recent date a fair value measurement was performed. In performing a quantitative analysis, the Company determines the fair value of a reporting unit using management’s assumptions about future cash flows based on long-range strategic plans. This approach incorporates many assumptions including discount rates, future growth rates and expected profitability. In the event the carrying amount of a reporting unit exceeded its fair value, an impairment loss would be recognized to the extent the carrying amount of the reporting unit’s goodwill exceeded the implied fair value of the goodwill.
Indefinite-lived intangible assets are tested for impairment utilizing either a qualitative assessment or a quantitative analysis. For thea qualitative assessments,assessment, the Company identifies and considers relevant key factors, events, and circumstances to determine


whether it is necessary to perform a quantitative impairment test. The key factors considered include macroeconomic, industry, and market conditions, as well as the asset's actual and forecasted results. For the quantitative impairment tests, the Company compares the carrying amounts to the current fair market values, usually determined by the estimated cost to lease the assets from third parties. Intangible assets with definite lives are amortized over their estimated useful lives generally using an accelerated method. Under this accelerated method, intangible assets are amortized reflecting the pattern over which the economic benefits of the intangible assets are consumed. Definite-lived intangible assets are also evaluated for impairment when impairment indicators are present. If the carrying amount exceeds the total undiscounted future


cash flows, a discounted cash flow analysis is performed to determine the fair value of the asset. If the carrying amount of the asset was to exceed the fair value, it would be written down to fair value. No significant goodwill or other intangible asset impairments were recorded during 2016, 20152019, 2018 or 2014, with the exception of the goodwill and intangible assets related to the Security segment's Spain & Italy operations, which were classified as held for sale in the fourth quarter of 2014 and subsequently sold in 2015. Refer to Note T, Divestitures, for further discussion.2017.
FINANCIAL INSTRUMENTS — Derivative financial instruments are employed to manage risks, including foreign currency, interest rate exposures and commodity prices and are not used for trading or speculative purposes. 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. The Company recognizes all derivative instruments such as interest rate swap agreements, foreign currency options, commodity contracts and foreign exchange contracts, in the Consolidated Balance Sheetsbalance sheet at fair value.

Changes in the fair value of derivatives are recognized periodically either in earnings or in shareowners’ equity as a component of other comprehensive income (loss) ("OCI"), depending on whether the derivative financial instrument is undesignated or qualifies for hedge accounting, and if so, whether it represents a fair value, cash flow, or net investment hedge. Changes in the fair value of derivatives accounted for as fair value hedges are recorded in earnings in the same caption as the changes in the fair value of the hedged items. Gains and losses on derivatives designated as cash flow hedges, to the extent they are effective,included in the assessment of effectiveness, are recorded in other comprehensive income (loss),OCI and subsequently reclassified to earnings to offset the impact of the hedged items when they occur.
In the event it becomes probable the forecasted transaction to which a cash flow hedge relates will not occur, the derivative would be terminated and the amount in accumulated other comprehensive income (loss) would generally be recognized in earnings. Changes in the fair value of derivatives usedthat are designated and qualify as hedgesa hedge of the net investment in foreign operations, to the extent they are effective,included in the assessment of effectiveness, are reported in other comprehensive income (loss)OCI and are deferred until disposal of the subsidiary is sold. Changes inunderlying assets. Gains and losses representing components excluded from the assessment of effectiveness for cash flow and fair value of derivatives designated as hedges under ASC 815, “Derivatives and Hedging”, including any portion that is considered ineffective, are reportedrecognized in earnings on a straight-line basis in the same caption whereas the hedged itemsitem over the term of the hedge. Gains and losses representing components excluded from the assessment of effectiveness for net investment hedges are recognized. Changes in the fair value of derivatives not designated as hedges under ASC 815 are reportedrecognized in earnings on a straight-line basis in Other-net. Refer to Note I, Derivative Financial Instruments, for further discussion.Other, net over the term of the hedge.

The net interest paid or received on interest rate swaps is recognized as interest expense. Gains and losses resulting from the early termination of interest rate swap agreements are deferred and amortized as adjustments to interest expense over the remaining period of the debt originally covered by the terminated swap.

Changes in the fair value of derivatives not designated as hedges are reported in Other, net in the Consolidated Statements of Operations. Refer to Note I, Financial Instruments, for further discussion.
REVENUE RECOGNITION —General:The majority of the Company’s revenues result from the sale of tangible products, wheregoods or services and reflect the consideration to which the Company expects to be entitled. The Company records revenue is recognizedbased on a five-step model in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"). For its contracts with customers, the Company identifies the performance obligations (goods or services), determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) the earnings processperformance obligation is complete, collectability is reasonably assured, and the risks and rewards of ownership have transferred to the customer. A good or service is transferred when (or as) the customer which generally occurs upon shipmentobtains control of that good or service. The majority of the finished product,Company’s revenues are recorded at a point in time from the sale of tangible products.

A portion of the Company’s revenues within the Security and Infrastructure businesses is generated from equipment leased to customers. Customer arrangements are identified as leases if they include transfer of a tangible asset which is provided to the customer in exchange for payments typically at fixed rates payable monthly, quarterly or annually. Customer leases may include terms to allow for extension of leases for a short period of time, but sometimestypically do not provide for customer termination prior to the initial term. Some customer leases include terms to allow the customer to purchase the underlying asset, which occurs occasionally, and virtually no customer leases include residual value guarantee clauses. Within the Security business, the underlying asset typically has no value at termination of the customer lease, so no residual value asset is upon deliveryrecorded in the financial statements. For Infrastructure business leases, underlying assets are assessed for functionality at termination of the lease and, if necessary, an impairment to customer facilities.the leased asset value is recorded.



Provisions for customer volume rebates, product returns, discounts and allowances are variable consideration and are recorded as a reduction of revenue in the same period the related sales are recorded. Such provisions are calculated using historical averages adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is an identifiable benefita distinct good or service and evidence of the fair value of the advertising, in which case the expense is classified as Selling,selling, general, and administrative expense.
Multiple Element Arrangements: Approximately eight percent of the
The Company’s revenues arecan be generated from contracts with multiple element arrangements, primarily in the Security segment.performance obligations. When a sales agreementcontract involves multiple elements, deliverables areperformance obligations, each obligation is separately identified and considerationthe transaction price is allocated based on their relative selling pricethe amount of consideration the Company expects to be entitled to in accordance with ASC 605-25, “Revenue Recognition — Multiple-Element Arrangements.”exchange for transferring the promised good or service to the customer.

Sales of security monitoring systems may have multiple elements,performance obligations, including equipment, installation and monitoring or maintenance services. For these arrangements,In most instances, the Company assesses its revenue arrangements to determineallocates the appropriate unitsamount of accounting, with each deliverable provided under the arrangement considered a separate unit of accounting. Amounts assignedconsideration to each unit of accounting areperformance obligation based on an allocation of total arrangement consideration using a hierarchy of estimatedthe standalone selling price ("SSP") of the distinct goods or services performance obligation. In circumstances where SSP is not observable, the Company allocates the consideration for the deliverables.performance obligations by utilizing one of the following methods: expected cost plus margin, the residual approach, or a mix of these estimation methods.

For performance obligations that the Company satisfies over time, revenue is recognized by consistently applying a method of measuring progress toward complete satisfaction of that performance obligation. The selling price used for each deliverable will be based on Vendor Specific Objective Evidence (“VSOE”) if available, Third Party Evidence (“TPE”) if VSOE is not available, or estimated selling price if neither VSOE nor TPE is available. Revenue recognized for equipment and installation is limited toCompany utilizes the lessermethod that most accurately depicts the progress toward completion of their allocated amounts under the estimated selling price hierarchy or the non-contingent up-front consideration received at the time of installation, since collection of future amounts under the arrangement with the customer is contingent upon the delivery of monitoring services.performance obligation.

The Company’s contract sales for the installation of security intruder systems and other construction-related projects are generally recorded under the percentage-of-completioninput method. ProfitsThe input method recognizes revenue on the basis of the Company’s efforts or inputs to the satisfaction of a performance obligation relative to the total inputs expected to satisfy that performance obligation. Revenue recognized on security contracts in process are based upon estimatedthe allocated contract revenueprice and related total costinputs of the project at completion. The extent of progress toward completion is generally measured using input methods based on labor metrics. Revisions to these estimates as contracts progress have the effect of increasing or decreasing profits each period. Provisions for anticipated losses are made in the period in which they become determinable. For certain short duration and less complex installation contracts, revenue is recognized upon contract


completion and customer acceptance. The revenues for monitoring and monitoring-related services are recognized as services are rendered over the contractual period.

The Company utilizes the output method for contract sales in the Oil & Gas product line. The output method recognizes revenue based on direct measurements of the customer value of the goods or services transferred to date relative to the remaining goods or services promised under the contract. The output method includes methods such as surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units produced or units delivered.

Contract assets or liabilities result from transactions with revenue recorded over time. If the measure of remaining rights exceeds the measure of the remaining performance obligations, the Company records a contract asset. Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability.

Incremental costs of obtaining or fulfilling a contract with a customer that are expected to be recovered are recognized and classified in Other current assets or Other assets in the Consolidated Balance Sheets and are typically amortized over the contract period. The Company recognizes the incremental costs of obtaining or fulfilling a contract as expense when incurred if the amortization period of the asset is one year or less.

Customer billings for services not yet rendered are deferred and recognized as revenue as the services are rendered. The associated deferred revenue is included in Accrued expenses or Other liabilities, onas appropriate, in the Consolidated Balance Sheets, as appropriate.Sheets.

Refer to Note B, Accounts and Notes Receivable, for further discussion.
COST OF SALES AND SELLING, GENERAL & ADMINISTRATIVE — Cost of sales includes the cost of products and services provided, reflecting costs of manufacturing and preparing the product for sale. These costs include expenses to acquire and manufacture products to the point that they are allocable to be sold to customers and costs to perform services pertaining to service revenues (e.g. installation of security systems, automatic doors, and security monitoring costs). Cost of sales is primarily comprised of inbound freight, direct materials, direct labor as well as overhead which includes indirect labor and facility and equipment costs. Cost of sales also includes quality control, procurement and material receiving costs as well as internal transfer costs. Selling, general & administrative costs ("SG&A costs&A") include the cost of selling products as well as administrative


function costs. These expenses generally represent the cost of selling and distributing the products once they are available for sale and primarily include salaries and commissions of the Company’s sales force, distribution costs, notably salaries and facility costs, as well as administrative expenses for certain support functions and related overhead.
ADVERTISING COSTS — Television advertising is expensed the first time the advertisement airs, whereas other advertising is expensed as incurred. Advertising costs are classified in SG&A and amounted to $124.1$90.4 million in 2016, $101.72019, $101.3 million in 2015,2018 and $121.5$123.3 million in 2014.2017. Expense pertaining to cooperative advertising with customers reported as a reduction of Net Sales was $232.5$323.2 million in 2016, $211.92019, $315.8 million in 2015,2018 and $206.5$297.4 million in 2014.2017. Cooperative advertising with customers classified as SG&A expense amounted to $6.6$6.9 million in 2016, $6.42019, $5.4 million in 2015,2018 and $6.2$6.1 million in 2014.2017.
SALES TAXES — Sales and value added taxes collected from customers and remitted to governmental authorities are excluded from Net Sales reported in the Consolidated Statements of Operations.
SHIPPING AND HANDLING COSTS — The Company generally does not bill customers for freight. Shipping and handling costs associated with inbound and outbound freight are reported in Cost of sales. Shipping costs associated with outbound freight are reported as a reduction of Net Sales and amounted to $184.0 million, $183.0 million, and $226.2 million in 2016, 2015, and 2014, respectively. Distribution costs are classified asin SG&A and amounted to $235.6$326.7 million, $229.3$316.0 million and $243.2$279.8 million in 2016, 20152019, 2018 and 2014,2017, respectively.
STOCK-BASED COMPENSATION — Compensation cost relating to stock-based compensation grants is recognized on a straight-line basis over the vesting period, which is generally four years. The expense for stock options and restricted stock units awarded to retirement eligibleretirement-eligible employees (those aged 55 and over, and with 10 or more years of service) is recognized on the grant date, or (if later) by the date they become retirement-eligible.
POSTRETIREMENT DEFINED BENEFIT PLAN — The Company uses the corridor approach to determine expense recognition for each defined benefit pension and other postretirement plan. The corridor approach defers actuarial gains and losses resulting from variances between actual and expected results (based on economic estimates or actuarial assumptions) and amortizes them over future periods. For pension plans, these unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year. For other postretirement benefits, amortization occurs when the net gains and losses exceed 10% of the accumulated postretirement benefit obligation at the beginning of the year. For ongoing, active plans, the amount in excess of the corridor is amortized on a straight-line basis over the average remaining service period for active plan participants. For plans with primarily inactive participants, the amount in excess of the corridor is amortized on a straight-line basis over the average remaining life expectancy of inactive plan participants.
INCOME TAXES — The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, "Income Taxes"Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse. Any changes in tax rates on deferred tax assets and liabilities are recognized in incomeearnings in the period that includes the enactment date.


The Company records net deferred tax assets to the extent that it is more likely than not that these assets will be realized. In making this determination, management considers all available positive and negative evidence, including future reversals of existing temporary differences, estimates of future taxable income, tax-planning strategies, and the realizability of net operating loss carry forwards.carryforwards. In the event that it is determined that an asset is not more likely that not to be realized, a valuation allowance is recorded against the asset. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes


to statutory tax rates and future taxable income levels. In the event the Company were to determine that it would not be able to realize all or a portion of its deferred tax assets in the future, the unrealizable amount would be charged to earnings in the period in which that determination is made. Conversely, if the Company were to determine that it would be able to realize deferred tax assets in the future in excess of the net carrying amounts, it would decrease the recorded valuation allowance through a favorable adjustment to earnings in the period that the determination was made.
The Company records uncertain tax positions in accordance with ASC 740, which requires a two-step process. First, management determines whether it is more likely than not that a tax position will be sustained based on the technical merits of the position and second, for those tax positions that meet the more likely than not threshold, management recognizes the largest amount of the tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related taxing authority. The Company maintains an accounting policy of recording interest and penalties on uncertain tax positions as a component of Income taxes on continuing operations in the Consolidated Statements of Operations.

The Company is subject to income tax in a number of locations, including many state and foreign jurisdictions. Significant judgment is required when calculating the worldwide provision for income taxes. Many factors are considered when evaluating and estimating the Company's tax positions and tax benefits, 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. These changes may be the result of settlements of ongoing audits or final decisions in transfer pricing matters. The Company periodically assesses its liabilities and contingencies for all tax years still subject to audit based on the most current available information, which involves inherent uncertainty.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“the Act”). Changes included, but were not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, changes to U.S. international taxation, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. Pursuant to Staff Accounting Bulletin No. 118 (“SAB 118”) issued by the SEC in December 2017, issuers were permitted up to one year from the enactment of the Act to complete the accounting for the income tax effects of the Act (“the measurement period”). The Company completed its accounting for the tax effects of the Act within the measurement period and those effects are included within Income taxes in the Consolidated Statements of Operations.

The Act subjects a U.S. shareholder to current tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The Financial Accounting Standards Board ("FASB") Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. The Company has elected to recognize the tax on GILTI as a period expense in the period the tax is incurred.
Refer to Note Q, Income Taxes, for further discussion.
EARNINGS PER SHARE — Basic earnings per share equals net earnings attributable to Stanley Black & Decker, Inc., less earnings allocated to restricted stock units with non-forfeitable dividend rights (if applicable),common shareowners divided by weighted-average shares outstanding during the year. Diluted earnings per share include the impact of common stock equivalents using the treasury stock method when the effect is dilutive.
NEW ACCOUNTING STANDARDS ADOPTED In January 2017,February 2018, the Financial Accounting Standards Boards ("FASB")FASB issued Accounting Standards Update ("ASU") 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220). The new guidance permits, but does not require, companies to reclassify the stranded tax effects of the Act on items within accumulated other comprehensive income to retained earnings. The Company adopted this standard in the first quarter of 2019 and did not elect to reclassify the stranded tax effects of the Act on items within accumulated other comprehensive income to retained earnings. The Company uses the portfolio method for releasing the stranded tax effects from accumulated other comprehensive income.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("new lease standard"). The objective of the new lease standard is to increase transparency and comparability among organizations by requiring recognition of all lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, Leases (Topic 842), and in July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, and ASU 2018-11, Targeted Improvements, Leases (Topic 842). In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors. These ASUs provided clarification on how to apply certain aspects of the new lease standard and allowed entities to initially apply the standards from the adoption date. The Company adopted these standards effective December 30, 2018 utilizing the transition method, which allowed these standards to be applied as of the adoption date with no adjustment for periods prior to fiscal year 2019. The Company recorded lease liabilities and a right-of-use asset in its consolidated balance sheet upon adoption. The adoption of these standards did not impact the Company's consolidated statements of operations, net assets or retained earnings. Refer to Note B, Accounts and Notes Receivable, and Note R, Commitments and Guarantees, for further discussion.

RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTEDIn January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The new standard clarifies the interaction of accounting for the transition into and out of the equity method. The new standard also clarifies the accounting for measuring certain purchased options and forward contracts to acquire investments. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740). The new standard simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The new standard also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The ASU is


effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company will adopt this standard in the first quarter of 2020 and does not expect it to have a material impact on its consolidated financial statements.
In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20). The standard modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). The standard modifies disclosure requirements of fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company will adopt this standard in the first quarter of 2020 and does not expect it to have a material impact on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.. The new standard simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. This ASU will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company will adopt this standard in the first quarter of 2020.
In January 2017,June 2016, the FASB issued ASU 2017-01, Business Combinations2016-13, Financial Instruments-Credit Losses (Topic 805): Clarifying the Definition of a Business.326). The new standard narrowsamends the definitionimpairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of a business and provides a framework for evaluation.financial instruments, including trade receivables. This ASUstandard is effective for financial statements issued for fiscal years beginning after December 15, 2017,2019, including interim periods within those fiscal years.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The new standard eliminates the exception to the principle in ASC 740, for all intra-entity sales of assets other than inventory, to be deferred, until the transferred asset is sold to a third party or otherwise recovered through use. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The objective of this update is to provide additional guidance and reduce diversity in practice when classifying certain transactions within the statement of cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. These standards are effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The objective of this update is to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods


within those fiscal years. The Company will adopt this guidance in the first quarter of 20172020 and believes the main impact will relate to the Company's assessment of its allowance for doubtful accounts on trade account receivables and long-term receivables. The Company does not expect itthis standard to have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842)". The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods and is to be applied utilizing a modified retrospective approach. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The main objective of this update is to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The new guidance addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The objective of this update is to simplify the presentation of deferred income taxes by requiring all deferred tax assets and liabilities to be classified as noncurrent in the statement of financial position. The amendments in this update do not affect the current requirement to offset deferred tax assets and liabilities for each tax-paying component within a tax jurisdiction. This ASU is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods, and can be applied either prospectively or retrospectively. Early adoption is permitted. The Company elected to early adopt the ASU in the fourth quarter of 2016 on a prospective basis. Prior periods were not retrospectively adjusted.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The ASU requires that the acquirer record, in the financial statements of the period in which adjustments to provisional amounts are determined, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. This ASU is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard in the first quarter of 2016 and it did not have an impact on its consolidated financial statements.
In August 2015, the FASB issued ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements. This ASU provides additional guidance to ASU 2015-03, discussed further below, which did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU 2015-15 noted that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company adopted this standard in the first quarter of 2016.
In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This ASU changes the measurement principle for certain inventory methods from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU does not apply to inventory that is measured using Last-in First-out ("LIFO") or the retail inventory method. The provisions of ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company does not expect this guidance to have a significant impact on its consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The new standard requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The standard also indicates that debt issuance costs do not meet the definition of an asset because they provide no future economic benefit. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company adopted this standard in the first quarter of 2016 on a retrospective basis. Refer to Note H, Long-Term Debt and Financing Arrangements, for further discussion.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The new standard amends the consolidation guidance in ASC 810 and significantly changes the consolidation analysis required under current generally accepted accounting principles. This ASU is effective for fiscal years, and interim periods within those fiscal


years, beginning after December 15, 2015. The Company adopted this standard in the first quarter of 2016 and it did not have an impact on its consolidated financial statements.
In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20). Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which eliminates from GAAP the concept of extraordinary items stating that the concept causes uncertainty because it is unclear when an item should be considered both unusual and infrequent and that users do not find the classification and presentation necessary to identify those events and transactions. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted provided the guidance is applied from the beginning of the fiscal year of adoption. The Company adopted this standard in 2016 and it did not have an impact on its consolidated financial statements.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management of a company to evaluate whether there is substantial doubt about the company’s ability to continue as a going concern. This ASU is effective for the annual reporting periods ending after December 15, 2016, and for interim and annual reporting periods thereafter, with early adoption permitted. The Company adopted this standard and it had no impact on its consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The new revenue recognition standard outlines a comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The new model provides a five-step analysis in determining when and how revenue is recognized. The core principle of the new guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB affirmed its proposal to defer the effective date of the standard to annual reporting periods (and interim reporting periods within those years) beginning after December 15, 2017. Entities are permitted to apply the new revenue standard early, but not before the original effective date of annual periods beginning after December 15, 2016. The standard shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In March, April, May and December 2016, the FASB clarified the implementation guidance on principal versus agent, identifying performance obligations, licensing, collectability and made technical corrections on various topics. The Company expects to apply the full retrospective method of adoption starting with the first interim period after December 15, 2017. Based on the Company’s preliminary assessment, the anticipated impacts to the financial statements are primarily related to classification of outbound freight on the income statement and presentation of returns reserve.
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments contained in this update change the criteria for reporting discontinued operations and enhance the reporting requirements for discontinued operations. Under the revised standard, a discontinued operation must represent a strategic shift that has or will have a major effect on an entity's operations and financial results. Examples could include a disposal of a major line of business, a major geographical area, a major equity method investment, or other major parts of an entity. The revised standard will also allow an entity to have certain continuing cash flows or involvement with the component after the disposal. Additionally, the standard requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. This ASU was effective for reporting periods beginning after December 15, 2014 with early adoption permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issue. The Company adopted this standard in the first quarter of 2015.
B. ACCOUNTS AND NOTES RECEIVABLE
(Millions of Dollars)2019 2018
Trade accounts receivable$1,284.0
 $1,437.1
Trade notes receivable156.7
 150.0
Other accounts receivable126.3
 122.7
Gross accounts and notes receivable1,567.0
 1,709.8
Allowance for doubtful accounts(112.4) (102.0)
Accounts and notes receivable, net$1,454.6
 $1,607.8
Long-term receivable, net$146.1
 $153.7
(Millions of Dollars)2016 2015
Trade accounts receivable$1,137.2
 $1,165.0
Trade notes receivable140.1
 130.6
Other accounts receivable103.0
 109.1
Gross accounts and notes receivable1,380.3
 1,404.7
Allowance for doubtful accounts(77.5) (72.9)
Accounts and notes receivable, net$1,302.8
 $1,331.8
Long-term trade notes receivable, net$180.9
 $182.1

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. Long-term trade financing receivables, net of $180.9$146.1 million and $182.1$153.7 million at December 31, 201628, 2019 and January 2, 2016,December 29, 2018, respectively, are reported within Other Assets in the


Consolidated Balance Sheets. Financing receivables and long-termThe Company's financing receivables are predominantly related to certain security equipment sales-type leases with commercial businesses. As of December 28, 2019, the current portion of finance receivables within Trade notes receivable approximated $78.2 million. Generally, the Company retains legal title to any equipment leasesunder lease and bearsholds the right to repossess such equipment in an event of default. All financing receivables are interest bearinginterest-bearing and the Company has not classified any financing receivables as held-for-sale. Interest income earned from financing receivables that are not delinquent isare recorded on the effective interest method.


The Company considers any financing receivable that has not been collected within 90 days of original billing date as past-due or delinquent. The Company's payment terms are generally consistent with the industries in which their businesses operate and typically range from 30-90 days globally. Additionally, the Company considers the credit quality of all past-due or delinquent financing receivables as nonperforming. 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 following is a summary of the expected timing of receipt of payments from customers on an undiscounted basis as of December 28, 2019 relating to the Company's lease receivables:
(Millions of Dollars) Total Within 1 Year 2 Years 3 Years 4 Years 5 Years Thereafter
Finance receivables $210.5
 $78.2
 $59.7
 $39.8
 $20.6
 $12.2
 $
Operating leases $47.7
 $45.5
 $1.3
 $0.7
 $0.2
 $
 $


The following is a summary of lease revenue and sales-type lease profit for the year ended December 28, 2019:
(Millions of Dollars) 2019
Sales-type lease revenue $88.9
Lease interest revenue 12.7
Operating lease revenue 148.9
Total lease revenue $250.5
Sales-type lease profit $35.3


In October 2018, the Company hasentered into an accounts receivable sale program that expires on January 5, 2018.program. According to the terms, of that program the Company is required to sellsells certain of its trade accounts receivables at fair value to a wholly owned, consolidated, bankruptcy-remote special purpose subsidiary (“BRS”BRS"). The BRS, in turn, mustcan sell such receivables to a third-party financial institution (“Purchaser”) for cash and a deferred purchase price receivable.cash. The Purchaser’s maximum cash investment in the receivables at any time is $100.0$110.0 million. The purpose of the program is to provide liquidity to the Company. The Company accounts for theseThese transfers qualify as sales under ASC 860, “TransfersTransfers and Servicing.” ReceivablesServicing, and receivables are derecognized from the Company’s Consolidated Balance Sheets 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 and its right to the deferred purchase price receivable.responsibilities. At December 31, 2016,28, 2019, 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 December 31, 201628, 2019 and January 2, 2016, $100.5December 29, 2018, net receivables of approximately $100.0 million and $100.4$100.1 million, respectively, of net receivables were derecognized. Gross receivables sold amounted to $1,832.9 million ($1,548.3 million, net) for the year ended December 31, 2016 and $1,580.4 million ($1,373.5 million, net) for the year ended January 2, 2016. These sales resulted in a pre-tax loss of $4.8 million and $3.9 million, respectively, for the years ended December 31, 2016 and January 2, 2016, respectively. These pre-tax losses include servicing fees of $0.9 million and $0.6 million, respectively, for the years ended December 31, 2016 and January 2, 2016. Proceeds from transfers of receivables to the Purchaser totaled $1,500.8$495.4 million and $1,350.4$194.3 million for the years ended December 31, 201628, 2019 and January 2, 2016, respectively. Collections of previously sold receivables, including deferred purchase price receivables,December 29, 2018, respectively, and all fees, which are settled one month in arrears, resulted in payments to the Purchaser of $1,500.8totaled $495.5 million and $1,350.4$94.3 million, respectively. The program resulted in a pre-tax loss of $3.6 million and $0.7 million for the years ended December 31, 201628, 2019 and January 2, 2016, respectively.
The Company’s riskDecember 29, 2018, respectively, which included service fees of loss following the sale of the receivables is limited to the deferred purchase price receivable, which was $83.2 million at December 31, 2016 and $41.1 million at January 2, 2016. The deferred purchase price receivable will be repaid in cash as receivables are collected, generally within 30 days, and as such the carrying value of the receivable recorded approximates fair value. Delinquencies and credit losses on receivables sold were $0.1$0.9 million and $0.3$0.2 million, for the years ended December 31, 2016 and January 2, 2016, respectively. Cash inflows related to the deferred purchase price receivable totaled $514.3 million and $416.9 million for the years ended December 31, 2016 and January 2, 2016, respectively. All cash flows under the program are reported as a component of changes in accounts receivable within operating activities in the Consolidated Statements of Cash Flows since all the cash from the Purchaser is either: 1) received upon the initial sale of the receivable; or 2)receivable.

As of December 28, 2019 and December 29, 2018, the Company's deferred revenue totaled $209.8 million and $202.0 million, respectively, of which $108.9 million and $98.6 million, respectively, was classified as current. Revenue recognized for the years ended December 28, 2019 and December 29, 2018 that was previously deferred as of December 29, 2018 and December 30, 2017 totaled $96.4 million and $89.3 million, respectively.

As of December 28, 2019, approximately $1.118 billion of revenue from long-term contracts primarily in the ultimate collectionSecurity segment was unearned related to customer contracts which were not completely fulfilled and will be recognized on a decelerating basis over the next 5 years. This amount excludes any of the underlying receivables and the underlying receivables are not subject to significant risks, other than credit risk, given their short-term nature.Company's contracts with an original expected duration of one year or less.

76



C. INVENTORIES
(Millions of Dollars)2019 2018
Finished products$1,526.0
 $1,707.4
Work in process162.0
 150.8
Raw materials567.0
 515.3
Total$2,255.0
 $2,373.5
(Millions of Dollars)2016 2015
Finished products$1,044.2
 $1,085.0
Work in process133.3
 136.1
Raw materials300.5
 305.3
Total$1,478.0
 $1,526.4

Net inventories in the amount of $662.8 million$1.1 billion at December 31, 201628, 2019 and $651.0 million$1.2 billion at January 2, 2016December 29, 2018 were valued at the lower of LIFO cost or market. If the LIFO method had not been used, inventories would have been $11.3 million higher than reported by $78.1 million at December 31, 201628, 2019 and $26.7$44.6 million higher than reported at January 2, 2016.December 29, 2018.



D. PROPERTY, PLANT AND EQUIPMENT
(Millions of Dollars)2019 2018
Land$112.2
 $115.9
Land improvements52.6
 52.2
Buildings630.3
 625.6
Leasehold improvements172.1
 157.8
Machinery and equipment2,812.8
 2,566.1
Computer software510.8
 452.5
Property, plant & equipment, gross$4,290.8
 $3,970.1
Less: accumulated depreciation and amortization(2,331.3) (2,054.9)
Property, plant & equipment, net$1,959.5
 $1,915.2
(Millions of Dollars)2016 2015
Land$107.3
 $129.2
Land improvements37.0
 36.0
Buildings519.3
 525.3
Leasehold improvements114.2
 98.9
Machinery and equipment2,008.5
 1,979.9
Computer software373.9
 397.5
Property, plant & equipment, gross$3,160.2
 $3,166.8
Less: accumulated depreciation and amortization(1,709.0) (1,716.6)
Property, plant & equipment, net$1,451.2
 $1,450.2

Depreciation and amortization expense associated with property, plant and equipment was as follows:
(Millions of Dollars)2019 2018 2017
Depreciation$325.2
 $288.4
 $253.6
Amortization47.6
 42.8
 43.3
Depreciation and amortization expense$372.8
 $331.2
 $296.9

(Millions of Dollars)2016 2015 2014
Depreciation$221.8
 $219.2
 $229.5
Amortization41.8
 37.7
 33.9
Depreciation and amortization expense$263.6
 $256.9
 $263.4

The amounts above are inclusive of depreciation and amortization expense for discontinued operations amounting to $2.7 million in 2014.
E. ACQUISITIONS AND INVESTMENTS


PENDING ACQUISITIONSACQUISITION


On January 5, 2017,3, 2020, the Company announced that it had entered into a definitivereached an agreement to acquire Consolidated Aerospace Manufacturing, LLC ("CAM") for up to $1.5 billion in cash, with $200 million of the purchase price held back and contingent on the Craftsman brand from Sears Holdings, which providesBoeing 737 MAX Airplanes receiving Federal Aviation Administration authorization to return to service and The Boeing Company achieving certain production levels. CAM is an industry-leading manufacturer of specialty fasteners and components for the aerospace and defense markets. The Company withexpects the rightsacquisition to develop, manufacture and sell Craftsman-branded products in non-Sears Holdings channels. The agreement consists of a $525 million cash payment at closing, $250 million at the end of year three, and future payments to Sears Holdings of between 2.5% and 3.5% on new Stanley Black & Decker sales of Craftsman products through year 15. After year 15, Sears Holdings will have a perpetual license to continue selling in Sears-related channels in exchange for a 3% royalty payment to the Company. The Craftsman results will be consolidated intofurther diversify the Company's Tools & Storage segment.presence in the industrial markets and expand its portfolio of specialty fasteners in the high-growth, high-margin aerospace and defense market. The transaction, which is expected toacquisition will be accounted for as a business combination is expected to close during 2017 subject to customary closing conditions, including regulatory approvals.
On October 12, 2016,using the Company announced that it had entered into a definitive agreement to acquire the Tools businessacquisition method of Newell Brands ("Newell Tools"), which includes the industrial cutting, hand toolaccounting and power tool accessory brands Irwin® and Lenox®, for $1.95 billion in cash. Newell Tools will be consolidated into the Tools & Storage segment and will enhance the Company’s position within the global tools & storage industry and broaden its product offerings and solutions to customers and end-users, particularly within power tool accessories.Company's Industrial segment. The transaction is subject to customary closing conditions, including regulatory approval, and is expected to close in late February 2020.

2019 INVESTMENTS

On January 2, 2019, the Company acquired a 20 percent interest in MTD, a privately held global manufacturer of outdoor power equipment, for $234 million in cash. With annual revenues of approximately $2.4 billion, MTD manufactures and distributes gas-powered lawn tractors, zero turn mowers, walk behind mowers, snow throwers, trimmers, chain saws, utility vehicles and other outdoor power equipment. Under the terms of the agreement, the Company has the option to acquire the remaining 80 percent of MTD beginning on July 1, 2021 and ending on January 2, 2029. In the event the option is exercised, the companies have agreed to a valuation multiple based on MTD’s 2018 EBITDA, with an equitable sharing arrangement for future EBITDA growth. The Company is applying the equity method of accounting to the MTD investment.



During 2019, the Company made additional immaterial investments that are not accounted for under the equity method. The Company acquired less than 20 percent interest in each investment and does not have the ability to significantly influence any of the investees.

2019 ACQUISITIONS

IES Attachments

On March 8, 2019, the Company acquired IES Attachments for $653.5 million, net of cash acquired. IES Attachments is a manufacturer of high quality, performance-driven heavy equipment attachment tools for off-highway applications. The acquisition further diversifies the Company's presence in the industrial markets, expands its portfolio of attachment solutions and provides a meaningful platform for continued growth. The results of IES Attachments subsequent to the date of acquisition are included in the Company's Industrial segment.

The IES Attachments acquisition is being accounted for as a business combination using the acquisition method of accounting, which requires, among other things, certain assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The estimated acquisition date value of identifiable net assets acquired, which includes $77.9 million of working capital (primarily inventory), $78.3 million of deferred tax liabilities, and $328.0 million of intangible assets, is $344.7 million. The related goodwill is $308.8 million. The amount allocated to intangible assets includes $304.0 million for customer relationships. The weighted-average useful life assigned to the intangible assets is 14 years.

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected cost synergies of the combined business, assembled workforce, and the going concern nature of IES Attachments. It is estimated that $2.4 million of goodwill, relating to the pre-acquisition historical tax basis of goodwill, will be deductible for tax purposes.

The purchase price allocation for IES Attachments is substantially complete with the exception of certain opening balance sheet liabilities and tax matters. The Company will complete its purchase price allocation in the first quarter of 2017.2020. Any measurement period adjustments resulting from the finalization of the Company’s purchase accounting assessment are not expected to be material.


2016 ACQUISITIONSA 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 fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results from operations.


Other 2019 Acquisitions

During 2016,2019, the Company completed five small5 smaller acquisitions for a total purchase price of $59.3$40.8 million, net of cash acquired. The estimated acquisition date value of the identifiable net assets acquired, which includes $6.0 million of working capital and $8.8 million of customer relationships, is $19.1 million. The related goodwill is $21.7 million. The useful lives assigned to the customer relationships range from 8 to 10 years. The results of these acquisitions subsequent to the dates of acquisition are being integrated intoincluded in the Company’s Tools & StorageCompany's Industrial and Security segments. The total purchase price for the acquisitions was allocated to the assets and liabilities assumed based on their estimated fair values. The purchaseacquisition accounting for these acquisitions is substantially complete with the exception of certain minor items and will be completed within the measurement period.

2018 ACQUISITIONS
2015 ACQUISITIONSNelson Fastener Systems
On April 2, 2018, the Company acquired Nelson for $424.2 million, net of cash acquired. Nelson is complementary to the Company's product offerings, enhances its presence in the general industrial end markets, and expands its portfolio of highly-engineered fastening solutions. The results of Nelson are included in the Company's Industrial segment.
The Nelson acquisition was accounted for as a business combination using the acquisition method of accounting. The acquisition date value of identifiable net assets acquired, which included $64.2 million of working capital and $167.0 million of intangible assets, was $211.8 million. The related goodwill was $216.9 million. The amount allocated to intangible assets included $149.0 million for customer relationships. The useful lives assigned to the intangible assets ranged from 12 to 15 years.


Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the expected cost synergies of the combined business, assembled workforce, and the going concern nature of Nelson. Goodwill is not expected to be deductible for tax purposes.
The acquisition accounting for Nelson is complete. The measurement period adjustments recorded in 2019 did not have a material impact to the Company's Consolidated Financial Statements.
Other 2018 Acquisitions
During 2018, the Company completed two small6 smaller acquisitions for a total purchase price of $17.2$104.5 million, net of cash acquired. The acquisition date value of the identifiable net assets acquired, which included $13.4 million of working capital and $35.5 million of intangible assets, was $38.1 million. The related goodwill was $66.4 million. The amount allocated to intangible assets included $32.0 million for customer relationships. The useful lives assigned to intangible assets ranged from 10 to 14 years.
The acquisition accounting for these acquisitions is complete. The measurement period adjustments recorded in 2019 did not have been consolidated intoa material impact to the Company's SecurityConsolidated Financial Statements.
2017 ACQUISITIONS
Newell Tools
On March 9, 2017, the Company acquired Newell Tools for approximately $1.86 billion, net of cash acquired. The Newell Tools results are included in the Company's Tools & Storage segment.
The Newell Tools acquisition was accounted for as a business combination using the acquisition method of accounting. The purchase price allocation for Newell Tools was completed in 2018. The measurement period adjustments recorded in 2018 did not have a material impact on the Company's Consolidated Financial Statements. The following table summarizes the acquisition date value of assets acquired and liabilities assumed:
(Millions of Dollars) 
Cash and cash equivalents$20.0
Accounts and notes receivable, net19.7
Inventories, net195.5
Prepaid expenses and other current assets27.1
Property, plant and equipment, net112.4
Trade names283.0
Customer relationships548.0
Other assets8.8
Accounts payable(70.3)
Accrued expenses(40.7)
Deferred taxes(269.4)
Other liabilities(7.9)
Total identifiable net assets$826.2
Goodwill1,031.8
Total consideration paid$1,858.0
The trade names were determined to have indefinite lives. The weighted-average useful life assigned to the customer relationships was 15 years.
Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined business, assembled workforce, and the going concern nature of Newell Tools. It is estimated that $15.7 million of goodwill, relating to the pre-acquisition historical tax basis of goodwill, will be deductible for tax purposes.
Craftsman Brand



On March 8, 2017, the Company purchased the Craftsman® brand from Sears Holdings Corporation ("Sears Holdings") for a total estimated cash purchase price of $936.7 million on a discounted basis, which consisted of an initial cash payment of $568.2 million, a cash payment due in March 2020 with an estimated present value at acquisition date of $234.0 million, and future payments to Sears Holdings of between 2.5% and 3.5% on sales of Craftsman products in new Stanley Black & Decker channels through March 2032, which was valued at $134.5 million at the acquisition date based on estimated future sales projections. Refer to Note M, Fair Value Measurements, for additional details. In addition, as part of the acquisition the Company also granted a perpetual license to Sears Holdings to continue selling Craftsman®-branded products in Sears Holdings-related channels. The perpetual license will be royalty-free until March 2032, which represented an estimated value at acquisition date of approximately $293.0 million, and 3% thereafter. The Craftsman results are included in the Company's Tools & Storage segment.
The Craftsman® brand acquisition was accounted for as a business combination using the acquisition method of accounting. The purchase price allocation for Craftsman was completed during 2018. The measurement period adjustments recorded in 2018 did not have a material impact on the Company's Consolidated Financial Statements. The acquisition date value of identifiable net assets acquired, which included $40.2 million of working capital and $418.0 million of intangible assets, was $482.6 million. The related goodwill was $747.1 million. The amount allocated to intangible assets included $396.0 million of an indefinite-lived trade name. The useful life assigned to the customer relationships was 17 years.
Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined business and the going concern nature of the Craftsman® brand. It is estimated that $442.7 million of goodwill will be deductible for tax purposes.

Other 2017 Acquisitions
During 2017, the Company completed 4 smaller acquisitions for a total purchase price of $182.9 million, net of cash acquired. The results of these acquisitions subsequent to the dates of acquisition are included in the Company's Tools & Storage and Security segments. The purchase price allocation for these acquisitions was completed in 2018. The acquisition date value of the identifiable net assets acquired, which included $35.3 million of working capital and $54.4 million of intangible assets, was $88.1 million. The related goodwill was $94.8 million. The amount allocated to intangible assets included $51.4 million for customer relationships. The useful lives assigned to the customer relationships ranged between 10 and 15 years.

ACTUAL AND PRO-FORMA IMPACT FROM ACQUISITIONS
As noted above,Actual Impact from Acquisitions
The net sales and net loss from the Company completed five small2019 acquisitions included in 2016 and two small acquisitions in 2015, which did not have a significant impact on the Company's Consolidated Statements of Operations for the yearsyear ended December 28, 2019 are shown in the table below. The net loss includes amortization relating to intangible assets recorded upon acquisition, inventory step-up charges, transaction costs, and other integration-related costs.
(Millions of Dollars)2019
Net sales$291.1
Net loss attributable to common shareowners$(1.7)

Pro-forma Impact from Acquisitions

The following table presents supplemental pro-forma information as if the 2019 acquisitions had occurred on December 31, 20162017 and the 2018 acquisitions had occurred on January 1, 2017. The pro-forma consolidated results are not necessarily indicative of what the Company’s consolidated net sales and net earnings would have been had the Company completed the acquisitions on the aforementioned dates. In addition, the pro-forma consolidated results do not purport to project the future results of the Company.



(Millions of Dollars, except per share amounts)2019 2018
Net sales$14,524.6
 $14,448.6
Net earnings attributable to common shareowners977.8
 620.3
Diluted earnings per share$6.49
 $4.09

2019 Pro-forma Results

The 2019 pro-forma results were calculated by combining the results of Stanley Black & Decker with the stand-alone results of the 2019 acquisitions for their respective pre-acquisition periods. Accordingly the following adjustments were made:

Elimination of the historical pre-acquisition intangible asset amortization expense and the addition of intangible asset amortization expense related to intangibles valued as part of the purchase price allocation that would have been incurred from December 30, 2018 to the acquisition dates.

Additional depreciation expense for the property, plant, and equipment fair value adjustments that would have been incurred from December 30, 2018 to the acquisition date of IES Attachments.

Because the 2019 acquisitions were assumed to occur on December 31, 2017, there were no acquisition-related costs or inventory step-up charges factored into the 2019 pro-forma year, as such expenses would have occurred in the first year following the assumed acquisition date.

2018 Pro-forma Results

The 2018 pro-forma results were calculated by combining the results of Stanley Black & Decker with the stand-alone results of the 2018 and 2019 acquisitions for their respective pre-acquisition periods. Accordingly the following adjustments were made:

Elimination of the historical pre-acquisition intangible asset amortization expense and the addition of intangible asset amortization expense related to intangibles valued as part of the purchase price allocation that would have been incurred from December 31, 2017 to the acquisition dates of the 2018 acquisitions and for the year ended December 29, 2018 for the 2019 acquisitions.

Additional depreciation expense for the property, plant, and equipment fair value adjustments that would have been incurred from December 31, 2017 to the acquisition date of Nelson and for the year ended December 29, 2018 for the IES acquisition.

Additional expense for acquisition-related costs and inventory step-up charges relating to the 2019 acquisitions, as such expenses would have been incurred during the year ended December 29, 2018.

Because the 2018 acquisitions were assumed to occur on January 2, 2016. The Company did not complete any1, 2017, there were no acquisition-related costs or inventory step-up charges factored into the 2018 pro-forma period, as such expenses relating to the 2018 acquisitions during 2014.would have occurred in the first year following the assumed acquisition date.

F. GOODWILL AND INTANGIBLE ASSETS
GOODWILL — The changes in the carrying amount of goodwill by segment are as follows:
 
(Millions of Dollars)Tools & Storage Industrial Security Total
Balance December 30, 2017$5,189.7
 $1,454.4
 $2,132.0
 $8,776.1
Acquisitions59.8
 225.5
 55.0
 340.3
Foreign currency translation and other(95.2) (0.2) (64.3) (159.7)
Balance December 29, 2018$5,154.3
 $1,679.7
 $2,122.7
 $8,956.7
Acquisitions(1.3) 320.5
 8.2
 327.4
Foreign currency translation and other8.8
 (4.7) (50.7) (46.6)
Balance December 28, 2019$5,161.8
 $1,995.5
 $2,080.2
 $9,237.5

(Millions of Dollars)Tools & Storage Security Industrial Total
Balance January 2, 2016$3,343.4
 $2,317.2
 $1,423.7
 $7,084.3
Reclassification to Assets held for sale(5.7) (297.1) 
 (302.8)
Acquisitions3.0
 21.6
 
 24.6
Foreign currency translation and other(92.9) (34.7) 15.5
 (112.1)
Balance December 31, 2016$3,247.8
 $2,007.0
 $1,439.2
 $6,694.0

As previously discussed, the assets and liabilities expected to be included in the sales of the mechanical security businesses within the Security segment and the small business within the Tools & Storage segment have been classified as held for sale on the Company's Consolidated Balance Sheets as of December 31, 2016. As a result, in

In accordance with ASC 350, "IntangiblesIntangibles - Goodwill and Other", a portion of the goodwill associated with the Security and Tools & Storage segmentssegment was allocated to these businesses. The amounts allocated werethe aforementioned Sargent & Greenleaf divestiture based on the relative fair valuesvalue of the businesses to be soldbusiness disposed of and the portionsportion of the reporting unitsunit that werewas retained. Accordingly, goodwill for the Security and Tools & Storage segmentssegment was reduced by $297.1$33.8 million and $5.7 million, respectively, and classified within Assets heldincluded in the gain on sale of Sargent & Greenleaf in 2019. Refer to Note T, Divestitures, for sale on the Consolidated Balance Sheets as of December 31, 2016.further discussion.


As required by the Company's policy, goodwill and indefinite-lived trade names were tested for impairment in the third quarter of 2016.2019. The Company assessed the fair valuevalues of two of its Infrastructure reporting unitunits utilizing a discounted cash flow valuation model as had been done in previous years and determined that the fair valuevalues exceeded the respective carrying amount.amounts. The key assumptions used were the discount raterates and perpetual growth raterates applied to cash flow projections. Also inherent in the discounted cash flow valuationvaluations were near-term revenue growth rates over the next five years. These assumptions contemplated business, market and overall economic conditions.

For the remaining fourthree reporting units, the Company determined qualitatively that it was not more likely than not that goodwill was impaired, and thus, the quantitative goodwill impairment test was not required.  In making this determination, the Company considered the significant excess of fair value over carrying amount as calculated in the most recent quantitative analysis, performed in conjunction with the 2015 annual impairment test, each reporting unit's 20162019 performance compared to prior year and their respective industries, analyst multiples and other positive qualitative information, allinformation. Based on the results of which indicated that it is more likely than notthe annual impairment testing performed in the third quarter of 2019, the Company determined that the fair values of the foureach of its reporting units were greater than theexceeded their respective carrying amounts. Based on this evaluation of internal and external qualitative factors, the Company concluded that the quantitative goodwill impairment test was not required for these four reporting units.


The fair values of the Company's indefinite-lived trade names were assessed using both qualitative assessments, which considered relevant key external and internal factors, and quantitative analyses, which utilized discounted cash flow valuation models taking into consideration appropriate discount rates, royalty rates and perpetual growth rates applied to projected sales. Based on the results of this testing, the Company determined that the fair values of each of its indefinite-lived trade names exceeded their respective carrying amounts.


During the fourth quarter of 2016, in connection with its quarterly forecasting cycle, the Company updated the forecasted operating results for each of its businesses based on the most recent financial results and best estimates of future operations. The updated forecasts reflected an expected decline in near-term revenue growth and profitability for the Infrastructure reporting unit within the Industrial segment, primarily due to ongoing difficult market conditions in the oil & gas industry, mainly related to project delays as a result of continued geopolitical challenges and a cyclical slowdown in offshore pipeline activity, as well as a slower than expected recovery in the scrap steel market. Accordingly, in connection with the preparation of the Consolidated Financial Statements for the year ended December 31, 2016, the Company performed an updated impairment analysis with respect to the Infrastructure reporting unit, which included approximately $269 million of goodwill at year-end. Based on this analysis, which included revised assumptions of near-term revenue growth and profitability levels, it was determined that the fair value of the Infrastructure reporting unit exceeded its carrying value by 14%. Therefore, management


concluded it was not more likely than not that an impairment had occurred. Management is confident in the long-term viability and success of the Infrastructure reporting unit based on the strong long-term growth prospects of the markets and geographies served, the Company's continued commitment to, and investments in, organic growth initiatives (including solid progress being made with respect to Breakthrough Innovation projects under the SFS 2.0 program), and Infrastructure's leading market position in its respective industries.

In the event that future operating results of any of the Company's reporting units do not meet current expectations, management, based upon conditions at the time, would consider taking restructuring or other actions as necessary to maximize revenue growth and profitability. A thorough analysis of all the facts and circumstances existing at that time would need to be performed to determine if recording an impairment loss would be appropriate.

INTANGIBLE ASSETS — Intangible assets at December 31, 201628, 2019 and January 2, 2016December 29, 2018 were as follows:
 2019 2018
(Millions of Dollars)Gross
Carrying
Amount
 Accumulated
Amortization
 Gross
Carrying
Amount
 Accumulated
Amortization
Amortized Intangible Assets — Definite lives       
Patents and copyrights$42.4
 $(41.5) $42.5
 $(40.6)
Trade names194.5
 (127.2) 170.8
 (114.9)
Customer relationships2,739.0
 (1,421.7) 2,435.0
 (1,269.8)
Other intangible assets233.1
 (182.9) 236.1
 (173.6)
Total$3,209.0
 $(1,773.3) $2,884.4
 $(1,598.9)

 2016 2015
(Millions of Dollars)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Amortized Intangible Assets — Definite lives       
Patents and copyrights$40.7
 $(36.5) $50.6
 $(44.2)
Trade names152.0
 (100.4) 164.8
 (100.8)
Customer relationships1,614.6
 (978.9) 1,774.2
 (995.5)
Other intangible assets258.2
 (158.7) 263.3
 (148.7)
Total$2,065.5
 $(1,274.5) $2,252.9
 $(1,289.2)
Total indefinite-livedIndefinite-lived trade names are $1,508.5 milliontotaled $2.186 billion at December 31, 201628, 2019 and $1,577.8 million$2.199 billion at January 2, 2016.December 29, 2018. The year-over-year decreasechange is due to a reclassification of $65.2 million to Assets held for sale relating to the previously discussed pending sale of the majority of the Company's mechanical security businesses within the Security segment and currency fluctuations. In addition, net definite-lived intangible assets totaling $31.8 million were reclassified to Assets held for sale as of December 31, 2016.
Aggregate intangibleIntangible assets amortization expense by segment was as follows:
(Millions of Dollars)2019 2018 2017
Tools & Storage$73.1
 $75.5
 $68.0
Industrial69.6
 50.7
 45.4
Security44.7
 49.1
 50.4
Consolidated$187.4
 $175.3
 $163.8
(Millions of Dollars)2016 2015 2014
Tools & Storage$36.8
 $39.0
 $40.7
Security57.8
 61.3
 78.8
Industrial49.8
 56.8
 66.9
Consolidated$144.4
 $157.1
 $186.4
The 2014 amounts above are inclusive of amortization expense for discontinued operations amounting to $2.9 million.
Future amortization expense in each of the next five years amounts to $125.7 million for 2017, $116.3 million for 2018, $107.9 million for 2019, $90.1$175.1 million for 2020, $81.8$166.5 million for 2021, $157.3 million for 2022, $148.3 million for 2023, $139.5 million for 2024 and $269.2$649.0 million thereafter.



82





G. ACCRUED EXPENSES
Accrued expenses at December 31, 201628, 2019 and January 2, 2016December 29, 2018 were as follows:
(Millions of Dollars)2019 2018
Payroll and related taxes$262.4
 $297.0
Income and other taxes243.9
 67.5
Customer rebates and sales returns112.0
 116.6
Insurance and benefits69.8
 69.4
Restructuring costs147.8
 108.8
Derivative financial instruments22.4
 7.5
Warranty costs 
69.6
 65.5
Deferred revenue108.9
 98.6
Freight costs72.9
 87.3
Environmental costs57.8
 58.1
Deferred purchase price249.2
 
Current lease liability141.3
 
Other419.5
 413.5
Total$1,977.5
 $1,389.8

(Millions of Dollars)2016 2015
Payroll and related taxes$268.0
 $271.8
Income and other taxes117.6
 157.6
Customer rebates and sales returns68.2
 66.5
Insurance and benefits87.4
 71.8
Accrued restructuring costs35.6
 58.7
Derivative financial instruments49.8
 49.8
Warranty costs68.8
 67.8
Deferred revenue81.9
 89.2
Forward share purchase contract
 150.0
Other324.2
 278.7
Total$1,101.5
 $1,261.9

H. LONG-TERM DEBT AND FINANCING ARRANGEMENTS
Long-term debt and financing arrangements at December 31, 201628, 2019 and January 2, 2016 follow:December 29, 2018 were as follows:
 December 31, 2016 January 2, 2016 December 28, 2019 December 29, 2018
(Millions of Dollars)Interest RateOriginal NotionalUnamortized Discount
Unamortized Gain/(Loss) Terminated Swaps (1)
Purchase Accounting FV AdjustmentDeferred Financing FeesCarrying Value Carrying ValueInterest RateOriginal NotionalUnamortized Discount
Unamortized Gain (Loss) Terminated Swaps1
Purchase Accounting FV AdjustmentDeferred Financing FeesCarrying Value Carrying Value
Notes payable due 2018(2)
2.45%$632.5
$
$
$
$(3.3)$629.2
 $627.5
Notes payable due 2018
(2) 
345.0



(1.9)343.1
 343.8
Notes payable 20213.40%400.0
(0.2)17.1

(1.7)415.2
 405.9
Notes payable due 20213.40%$400.0
$(0.1)$6.7
$
$(0.6)$406.0
 $409.1
Notes payable due 20222.90%754.3
(0.3)

(3.7)750.3
 749.6
2.90%754.3
(0.2)

(1.8)752.3
 751.6
Notes payable due 20263.40%500.0
(0.6)

(2.9)496.5
 
Notes payable due 20287.05%150.0

9.3
9.0

168.3
 170.4
Notes payable due 20287.05%150.0

12.5
12.2

174.7
 167.0
4.25%500.0
(0.3)

(3.9)495.8
 495.7
Notes payable due 20405.20%400.0
(0.2)(34.9)
(3.2)361.7
 360.1
5.20%400.0
(0.2)(30.5)
(2.8)366.5
 364.9
Notes payable due 20484.85%500.0
(0.5)

(5.4)494.1
 494.4
Notes payable due 2052 (junior subordinated)5.75%750.0



(19.6)730.4
 729.9
5.75%





 731.6
Notes payable due 2053 (junior subordinated)5.75%400.0

4.8

(8.3)396.5
 394.2
7.08%





 396.7
Other, payable in varying amounts through 20220.00% - 2.27%22.0




22.0
 19.2
Other, payable in varying amounts through 20222
0.00% - 4.50%





 7.9
Total long-term debt, including current maturities $3,853.8
$(0.7)$(0.5)$12.2
$(41.7)$3,823.1
 $3,797.2
 $3,204.3
$(1.9)$(14.5)$9.0
$(17.4)$3,179.5
 $3,822.3
Less: Current maturities of long-term debt  (7.8) (5.1)  (3.1) (2.5)
Long-term debt  $3,815.3
 $3,792.1
  $3,176.4
 $3,819.8
(1)1 Unamortized gain/lossgain (loss) associated with interest rate swaps are more fully discussed in Note I, Derivative Financial InstrumentsInstruments.(2) See full discussion on
2 Finance lease balances as of December 29, 2018 Notes Payable below.have been reclassified to lease liabilities in accordance with the adoption of the new lease standard in the first quarter of 2019. Refer to Note A, Significant Accounting Policies.

AggregateAs of December 28, 2019, the aggregate annual principal maturities of long-term debt for each of the next five years from 2017 toand thereafter are as follows: no principal maturities in 2020, $400.0 million in 2021, are $5.7$754.3 million $982.3 million, $6.5 million, $3.0 million, $401.7 million, respectively,in 2022, no principal maturities in 2023 or 2024, and $2,454.6 million$2.050 billion thereafter. These maturities represent the principal amounts to be paid and accordingly exclude the remaining $12.2$9.0 million of unamortized fair value adjustments made in purchase accounting, which increased the Black & Decker note payable due 2028, as well as a net loss of $1.2$16.4 million pertaining to unamortized termination gain/lossgains and losses on interest rate swaps and unamortized discountdiscounts on the notes as described in Note I, Derivative Financial Instruments, and $41.7$17.4 million of


unamortized deferred financing fees. Interest paid during 2016, 20152019, 2018 and 20142017 amounted to $176.6$252.9 million, $161.5$249.6 million and $166.4$198.3 million, respectively.

In the first quarter of 2016,February 2020, the Company adopted ASU 2015-03, "Interest - Imputationissued $750.0 million of Interest (Subtopic 835-30); Simplifyingsenior unsecured term notes maturing March 15, 2030 ("2030 Term Notes") and $750.0 million of fixed-to-fixed reset rate junior subordinated debentures maturing March 15, 2060 (“2060 Junior Subordinated Debentures”). The 2030 Term Notes will accrue interest at a fixed rate of 2.3% per annum, with interest payable semi-annually in arrears, and rank equally in right of payment with all of the PresentationCompany's existing and future unsecured and unsubordinated debt. The 2060 Junior Subordinated Debentures will bear interest at a fixed rate of Debt Issuance Costs." ASU 2015-03 requires debt issuance costs related4.0% per annum, payable semi-annually in arrears, up to recognized debt liabilitiesbut excluding March 15, 2025. From and including March 15, 2025, the interest rate will be reset for each subsequent five-year reset period equal to the Five-Year Treasury Rate plus 2.657%. The Five-Year Treasury Rate is based on the average yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities.  On each five-year reset date, the 2060 Junior Subordinated Debentures can be presentedcalled at par value. The 2060 Junior Subordinated Debentures are unsecured and rank subordinate and junior in right of payment to all of the balance sheet as a direct deductionCompany’s existing and future senior debt. The Company received total net proceeds from these offerings of approximately $1.487 billion, which reflected approximately $13.4 million of underwriting expenses and other fees associated with the transactions. The net proceeds from the debt liability rather than an asset. Accordingly, at December 31, 2016, approximately $41.7offering will be used for general corporate purposes, including acquisition funding and repayment of short-term borrowings.
In March 2019, the Company issued $500.0 million of deferred debt costs were presented assenior unsecured notes maturing on March 1, 2026 ("2026 Term Notes"). The 2026 Term Notes accrue interest at a direct deduction within Long-Term


Debt onfixed rate of 3.40% per annum with interest payable semi-annually in arrears. The 2026 Term Notes rank equally in right of payment with all of the Company's Consolidated Balance Sheets. Furthermore,existing and future unsecured and unsubordinated debt. The Company received net cash proceeds of $496.2 million which reflected the notional amount offset by a discount, underwriting expenses, and other fees associated with the transaction. The Company used the net proceeds from the offering for general corporate purposes, including repayment of other borrowings.
In November 2018, the Company reclassified approximately $45.0issued $500.0 million of deferred debtsenior unsecured notes maturing on November 15, 2028 ("2028 Term Notes") and $500.0 million of senior unsecured notes maturing on November 15, 2048 ("2048 Term Notes"). The 2028 Term Notes and 2048 Term Notes accrue interest at fixed rates of 4.25% per annum and 4.85% per annum, respectively, with interest payable semi-annually in arrears on both notes. The notes are unsecured and rank equally with all of the Company's existing and future unsecured and unsubordinated debt. The Company received net proceeds of $990.0 million which reflected a discount of $0.9 million and $9.1 million of underwriting expenses and other fees associated with the transaction. The Company used the net proceeds from the offering for general corporate purposes, including repayment of other borrowings.
Contemporaneously with the issuance costs from Other Assetsof the 2028 Term Notes and 2048 Term Notes, the Company paid $977.5 million to Long-Term Debt assettle its remaining obligations of January 2, 2016.two unsecured notes which matured in November 2018.
In December 2013, the Company issued $400.0 million aggregate principal amount of 5.75% fixed-to-floating rate junior subordinated debentures maturing December 15, 2053 (“2053 Junior Subordinated Debentures”). The 2053 Junior Subordinated Debentures bearsbore interest at a fixed rate of 5.75% per annum, payable semi-annually in arrears to, but excluding December 15, 2018. From and including December 15, 2018, the 2053 Junior Subordinated Debentures will bearbore interest at an annual rate equal to three-month LIBOR plus 4.304%, payable quarterly in arrears. TheIn February 2019, the Company redeemed all of the outstanding 2053 Junior Subordinated Debentures are unsecured and rank subordinate and junior in right of payment to all of the Company’s existing and future senior debt. The 2053 Junior Subordinated Debentures rank equally in right of payment with all of the Company’s other unsecured junior subordinated debt. The Company received proceeds from the offering of $392.0for $405.7 million, net of $8.0 million of underwriting discounts and commissions, before offering expenses. The Company used the net proceeds primarily to repay commercial paper borrowings. The Company may, so long as there is no event of default with respect to the debentures, defer interest payments on the debentures, from time to time, for one or more Optional Deferral Periods (as defined in the indenture governing the 2053 Junior Subordinated Debentures) of up to five consecutive years. Deferral of interest payments cannot extend beyond the maturity date of the debentures. The 2053 Junior Subordinated Debentures include an optional redemption provision whereby the Company may elect to redeem the debentures, in whole or in part, at a "make-whole" premium based on United States Treasury rates, plus accrued and unpaid interest if redeemed before December 15, 2018, or atwhich represented 100% of theirthe principal amount plus accrued and unpaid interest if redeemed after December 15, 2018. In addition,to the redemption date. The Company may redeemrecognized a net pre-tax loss of $3.2 million from the debenturesredemption, which was comprised of a $7.8 million loss related to the write-off of deferred financing fees partially offset by a $4.6 million gain relating to an unamortized terminated interest rate swap as described in whole, but notmore detailed in part, before December 15, 2018, if certain changes in tax laws, regulations or interpretations occur at 100% of their principal amount plus accrued and unpaid interest.Note I, Financial Instruments.
In November 2012, the Company issued $800.0 million of senior unsecured term notes, maturing on November 1, 2022 (“2022 Term Notes”) with fixed interest payable semi-annually, in arrears, at a rate of 2.90% per annum. The 2022 Term Notes are unsecured and rank equally with all of the Company's existing and future unsecured and unsubordinated debt. The Company received net proceeds of $793.9 million, which reflectsreflected a discount of $0.7 million and $5.4 million of underwriting expenses and other fees associated with the transaction. The Company used the net proceeds from the offering for general corporate purposes, including repayment of short termshort-term borrowings. The 2022 Term Notes include a Change of Control provision that would apply should a Change of Control event (as defined in the Indenture governing the 2022 Term Notes) occur. The Change of Control provision states that the holders of the 2022 Term Notes may require the Company to repurchase, in cash, all of the outstanding 2022 Term Notes for a purchase price at 101.0% of the original principal amount, plus any accrued and unpaid interest outstanding up to the repurchase date. In December 2014, the Company repurchased $45.7 million of the 2022 Term Notes and paid $45.3 million in cash and recognized a net pre-tax gain of less than $0.1 million after expensing $0.3 million of related loan discount costs and deferred financing fees. At December 31, 2016,28, 2019, the Company's carrying value of the 2022 Term Notes includes $0.3$0.2 million of unamortized discount.


In July 2012, the Company issued $750.0 million of junior subordinated debentures, maturing on July 25, 2052 (“2052 Junior Subordinated Debentures”) with fixed interest payable quarterly, in arrears, at a rate of 5.75% per annum. TheIn December 2019, the Company redeemed all of the outstanding 2052 Junior Subordinated Debentures are unsecured and rank subordinate and junior in right of payment to all of the Company's existing and future senior debt. The Company received net proceeds of $729.4for $760.5 million, and paid $20.6 million of fees associated with the transaction. The Company used the net proceeds from the offering for general corporate purposes, including repayment of debt and refinancing of near term debt maturities. The Company may, so long as there is no event of default with respect to the debentures, defer interest payments on the debentures, from time to time, for one or more Optional Deferral Periods (as defined in the indenture governing the 2052 Junior Subordinated Debentures) of up to five consecutive years per period. Deferral of interest payments cannot extend beyond the maturity date of the debentures. Additionally, the 2052 Junior Subordinated Debentures include an optional redemption whereby the Company may elect to redeem the debentures, in whole or in part, at the redemption price plus accrued and unpaid interest if redeemed before July 25, 2017, or atwhich represented 100% of theirthe principal amount plus accrued and unpaid interest if redeemed after July 25, 2017.interest. The Company recognized a pre-tax loss of $17.9 million from the redemption related to the write-off of unamortized deferred financing fees.
Commercial Paper and Credit Facilities
At
The Company has a $3.0 billion commercial paper program which includes Euro denominated borrowings in addition to U.S. Dollars. As of December 31, 2016 and January 2, 2016,28, 2019, the Company had no$335.5 million of borrowings outstanding representing Euro denominated commercial paper, which was designated as a net investment hedge. As of December 29, 2018, the Company had $373.0 million of borrowings outstanding, against the Company’s $2.0 billionof which approximately $228.9 million in Euro denominated commercial paper program.was designated as a net investment hedge. Refer to Note I, Financial Instruments, for further discussion.


The Company has a five-year $1.75$2.0 billion committed credit facility (the “Credit Agreement”"5-Year Credit Agreement"). Borrowings under the 5-Year Credit Agreement may includebe made in U.S. Dollars, upEuros or Pounds Sterling. A sub-limit amount of $653.3 million is designated for swing line advances which may be drawn in Euros pursuant to the $1.75 billion commitment or in Euro or Pounds Sterling subject to a foreign currency sub-limitterms of $400.0 million andthe 5-Year Credit Agreement. Borrowings bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing. Repaymentsborrowing and specific terms of the 5-Year Credit Agreement. The Company must be made on December 18, 2020repay all advances under the 5-Year Credit Agreement by the earlier of September 12, 2023 or upon an earlier termination date of the Credit Agreement, at the election


of the Company.termination. The 5-Year Credit Agreement is designated to be a liquidity back-stop for the Company's $2.0$3.0 billion U.S. Dollar and Euro commercial paper program. As of December 31, 2016,28, 2019 and December 29, 2018, the Company hashad not drawn on this commitment.its five-year committed credit facility.

In September 2019, the Company terminated its 364-day $1.0 billion committed credit facility and concurrently executed a new 364-Day $1.0 billion committed credit facility (the "September 364-Day Credit Agreement"). Borrowings under the September 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 September 364-Day Credit Agreement. The Company must repay all advances under the September 364-Day Credit Agreement by the earlier of September 9, 2020 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 September 364-Day Credit Agreement serves as part of the liquidity back-stop for the Company’s $3.0 billion U.S. Dollar and Euro commercial paper program. As of December 28, 2019 and December 29, 2018, the Company had not drawn on its September 364-Day committed credit facility.

In addition, the Company has other short-term lines of credit that are primarily uncommitted, with numerous banks, aggregating $588.5to $521.2 million, of which $493.8$432.5 million was available at December 31, 2016.28, 2019. Short-term arrangements are reviewed annually for renewal.

At December 31, 2016,28, 2019, the aggregate amount of committed and uncommitted long-lines of credit, long-term and short-term, lines was $2.3$3.5 billion. At December 31, 2016, $4.328, 2019, $337.3 million was recorded as short-term borrowings relating to commercial paper and amounts outstanding against uncommitted lines excluding commercial paper.lines. In addition, $94.7$88.8 million of the short-term credit lines was utilized primarily pertaining to outstanding letters of credit for which there are no required or reported debt balances. The weighted averageweighted-average interest rates on U.S. dollar denominated short-term borrowings primarily commercial paper, for the fiscal years ended December 31, 201628, 2019 and January 2, 2016 were 0.6% and 0.4%, respectively.
In January 2017, the Company amended its existing $2.0 billion commercial paper program to increase the maximum amount of notes authorized to be issued to$3.0 billion and to include Euro denominated borrowings in addition to U.S. Dollars. In February 2017, the Company issued €600.0 million in Euro denominated commercial paper under its $3.0 billion U.S. Dollar and Euro commercial paper program which has been designated as a Net Investment Hedge as described in more detail in Note I, Derivative Financial Instruments.
Also in January 2017, the Company executed a 364-day $1.3 billion committed credit facility (the "2017 Credit Agreement")December 29, 2018 was 2.3%. The 2017 Credit Agreement consists of a $1.3 billion revolving credit loan and a sub-limit of an amount equal to the EURO equivalent of $400 million for swing line advances. Borrowings under the 2017 Credit Agreement may be made in U.S. Dollars or Euros, pursuant to the terms of the agreement, and bear interest at a floating rate dependent on the denomination of the borrowing. Repayments must be made by January 17, 2018 or upon an earlier termination of the 2017 Credit Agreement at the election of the Company. The 2017 Credit Agreement serves as a liquidity back-stop for the Company’s $3.0 billion U.S. Dollar and Euro commercial paper program, also authorized and amended in January 2017 as discussed above.
Equity Units

In December 2013, the Company issued 3,450,000 Equity Units (the “Equity Units”), each with a stated value of $100. The Equity Units were initially comprised of a 1/10, or 10%, undivided beneficial ownership in a $1,000 principal amount 2.25% junior subordinated note due 2018 (the “2018 Junior Subordinated Note”) and a forward common stock purchase contract (the “Equity Purchase Contract”). The Company received approximately $334.7 million in cash proceeds from the Equity Units, net of underwriting discounts and commissions, before offering expenses, and recorded $345.0 million in long-term debt. The proceeds were used primarily to repay commercial paper borrowings. The Company also used $9.7 million of the proceeds to enter into capped call transactions utilized to hedge potential economic dilution as described in more detail below.

Equity Purchase Contracts:
On November 17, 2016, the Company settled all Equity Purchase Contracts by issuing 3,504,165 million common shares and received $345.0 million in cash proceeds generated from the remarketing described in detail below. The number of shares of common stock issuable upon settlement of each purchase contract (the “settlement rate”) was rounded to the nearest ten-thousandth of a share and was determined by calculating the applicable market value, equal to the average of the daily volume-weighted average price of common stock for each of the 20 consecutive trading days during the market value averaging period, October 21, 2016 through November 17, 2016. The conversion rate used in calculating the average of the daily volume-weighted average price of common stock during the market value averaging period was 1.0157 (equivalent to the purchase contract settlement rate and a conversion price of $98.45 per common share).

Holders of the Equity Purchase Contracts were paid contract adjustment payments (“contract adjustment payments”) at a rate of 4.00% per annum, payable quarterly in arrears on February 17, May 17, August 17 and November 17 of each year, commencing February 17, 2014. The $40.2 million present value of the Contract Adjustment Payments reduced Shareowners’ Equity upon issuance of the Equity Units and a related liability for the present value of the cash payments of $40.2 million was recorded. As each quarterly contract adjustment payment was made, the related liability was relieved with the difference between the cash payment and the present value accreted to interest expense over the three-year term. On November 17, 2016, the Company made the final contract adjustment payment.



2018 Junior Subordinated Notes:
The $345.0 million aggregate principal amount of the 2018 Junior Subordinated Notes will mature on November 17, 2018. Prior to November 17, 2016, the 2018 Junior Subordinated Notes bore interest at a rate of 2.25% per annum, payable quarterly in arrears on February 17, May 17, August 17 and November 17 of each year, commencing February 17, 2014. The 2018 Junior Subordinated Notes were unsecured and ranked subordinate and junior in right of payment to the Company’s existing and future senior indebtedness. The 2018 Junior Subordinated Notes initially ranked equally in right of payment with all of the Company’s other unsecured junior subordinated debt.

The Company successfully remarketed the 2018 Junior Subordinated Notes on November 17, 2016 ("Subordinated Notes"). In connection with the remarketing, theweighted-average interest rate on the notes was reset, effective on the settlement date to a rate of 1.622% per annum, payable semi-annually in arrears on May 17 and November 17 of each year, commencing May 17, 2017 and maturing on November 17, 2018. Following settlement of the remarketing, the Subordinated Notes remain the Company’s direct, unsecured general obligations and are subordinated and junior in right of payment to the Company’s existing and future senior indebtedness, but the Subordinated Notes rank senior in right of payment to specified junior indebtedness on the terms and to the extent set forth in the indentures governing such junior indebtedness.

The remarketing resulted in proceeds of $345.0 million, which the Company did not directly receive, and were automatically applied to satisfy in full the related unit holders’ obligations to purchase common stock under their Equity Purchase Contracts.

Interest expense of $0.7 million was recorded for 2016 related to the contractual interest coupon on the Subordinated Notes based on the annual rate of 1.622%. Interest expense of $6.8 million in 2016, and $7.8 million for both 2015 and 2014 was recorded related to the 2.25% contractual interest coupon on the 2018 Junior Subordinated Notes.

The unamortized deferred remarketing and discount costs of the Subordinated Notes at December 31, 2016 is $1.9 million and will be recorded to interest expense over the term of the underlying notes.

Capped Call Transactions:
In order to offset the potential economic dilution associated with the common shares issuable upon settlement of the Equity Purchase Contracts, the Company entered into capped call transactions with a major financial institution (the “counterparty”). The capped call transactions covered, subject to customary anti-dilution adjustments, the number of shares equal to the number of shares issuable upon settlement of the Equity Purchase Contracts. The capped call transactions have a term of approximately three years and initially had a lower strike price of $98.80, which corresponds to the minimum settlement rate of the Equity Purchase Contracts, and an upper strike price of $112.91, which is approximately 40% higher than the closing price of the Company's common stock on November 25, 2013, and are subject to customary anti-dilution adjustments. The Company paid $9.7 million of cash to fund the cost of the capped call transactions, which was recorded as a reduction of Shareowners’ Equity. In October and November 2016, the Company’s capped call options on its common stock expired and were net-share settled resulting in the Company receiving 418,234 shares of common stock.
Convertible Preferred Units
In November 2010, the Company issued 6,325,000 Convertible Preferred Units (the “Convertible Preferred Units”), each with a stated amount of $100. The Convertible Preferred Units were comprised of a 1/10, or 10%, undivided beneficial ownership in a $1,000 principal amount junior subordinated note (the “Note”) and a Purchase Contract (the “Purchase Contract”) obligating holders to purchase one share of the Company’s 4.75% Series B Perpetual Cumulative Convertible Preferred Stock (the “Convertible Preferred Stock”). The Company received $613.5 million in cash proceeds from the Convertible Preferred Units offering, net of underwriting fees.
Purchase Contracts:
Each Purchase Contract obligated the holder to purchase, on November 17, 2015, for $100, one newly-issued share of Convertible Preferred Stock.

Holders of the Purchase Contracts were paid contract adjustment payments at a rate of 0.50% per annum, payable quarterly in arrears on February 17, May 17, August 17 and November 17 of each year. The $14.9 million present value of the contract adjustment payments reduced Shareowners’ Equity at inception. As each quarterly contract adjustment payment was made, the related liability was relieved with the difference between the cash payment and the present value of the contract adjustment payment recorded as interest expense.


In accordance with the Purchase Contracts, on November 17, 2015, the Company issued 6,325,000 shares of Convertible Preferred Stock and made the final contract adjustment payment on the Purchase Contracts. The purchase priceEuro denominated short-term borrowings for the Convertible Preferred Stockyears ended December 28, 2019 and December 29, 2018 was paid using the proceeds of the remarketing described below.negative 0.3%.
Convertible Preferred Stock:
Holders of the Convertible Preferred Stock were entitled to receive cumulative cash dividends at the rate of 4.75% per annum of the $100 liquidation preference per share of the Convertible Preferred Stock. Dividends on the Convertible Preferred Stock were payable, when, as and if declared by the Company’s board of directors, quarterly in arrears in conjunction with the contract adjustment payments.

On November 18, 2015, the Company informed holders that it would redeem, on December 24, 2015 (the “Redemption Date”), all outstanding shares of Convertible Preferred Stock that had not previously been converted at a redemption price of $100.49 per share in cash (the “Redemption Price”), which was equal to the liquidation preference per share of Convertible Preferred Stock of $100, plus accrued and unpaid dividends thereon to, but excluding, the Redemption Date.

Substantially all of the holders of Convertible Preferred Stock elected to convert their shares of Convertible Preferred Stock prior to the Redemption Date. The Company elected to settle all conversions of Convertible Preferred Stock through combination settlement, with a specified dollar amount of $100. The amounts due upon conversion were equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive trading days during the observation period, November 23, 2015 through December 21, 2015. Daily Settlement Amount means, for each of the 20 consecutive trading days during the observation period: (1) cash equal to the lesser of (A) $5.00 and (B) 1/20th of the product of the (i) applicable conversion rate on such trading day and (ii) the daily volume-weighted average price of common stock on such trading day (the “Daily Conversion Value”); and (2) to the extent the Daily Conversion Value for such trading day exceeds $5.00, a number of shares of common stock equal to (A) the difference between such Daily Conversion Value and $5.00, divided by (B) the daily volume-weighted average price for such trading day.

The Company settled all conversions on December 24, 2015 by paying $632.5 million in cash for the $100 par value per share of Convertible Preferred Stock and issuing 2.9 million common shares for the excess value of the conversion feature above the $100 face value per share of Convertible Preferred Stock. The conversion rates used in calculating the Daily Conversion Value during the observation period, were 1.3763 (equivalent to a conversion price set at $72.66 per common share) prior to December 2, 2015 and 1.3789 (equivalent to a conversion price set at $72.52 per common share) on and after December 2, 2015.

Notes:
The $632.5 million principal amount of the Notes are due November 17, 2018. At maturity, the Company is obligated to repay the principal in cash. The Notes initially bore interest at an initial rate of 4.25% per annum, payable quarterly in arrears on the same dates as the contract adjustment payments. The Notes are the Company’s direct, unsecured general obligations and are subordinated and junior in right of payment to the Company’s existing and future senior indebtedness. The Notes initially ranked equally in right of payment with all of the Company’s other junior subordinated debt. The interest rate, payment dates and ranking of the notes were reset in connection with the remarketing, as described below. The Notes were initially pledged as collateral to guarantee the obligations of holders of Purchase Contracts to purchase Convertible Preferred Stock. Upon completion of the remarketing, the Notes were released from that pledge arrangement.

The Company successfully remarketed the Notes on November 5, 2015. In connection with the remarketing, the interest rate on the notes was reset, effective on the November 17, 2015 settlement date of the remarketing, to a rate of 2.45% per annum, payable semi-annually in arrears on May 17 and November 17 of each year, commencing May 17, 2016. Following settlement of the remarketing, the Notes remain the Company’s direct, unsecured general obligations subordinated and junior in right of payment to the Company’s existing and future senior indebtedness, but the Notes rank senior in right of payment to specified junior indebtedness on the terms and to the extent set forth in the indentures governing such junior indebtedness.

The remarketing resulted in proceeds of $632.5 million. The Company did not directly receive any proceeds from the remarketing. Instead, the proceeds of remarketing were automatically applied to satisfy in full the related unit holders’ obligations to purchase Convertible Preferred Stock under their Purchase Contracts.
Interest expense of $15.5 million and $1.9 million was recorded in 2016 and 2015, respectively, related to the contractual interest coupon on the 2018 Subordinated Notes based upon the 2.45% annual rate and $23.3 million was recorded in 2015, and $26.9 million in 2014, related to the contractual interest coupon on the Notes based upon the 4.25% annual rate.


The unamortized deferred issuance cost of the Notes was $3.3 million at December 31, 2016, and will be recorded to interest expense over the term of the underlying Notes.
Equity Option:
In order to offset the common shares that were deliverable upon conversion of shares of Convertible Preferred Stock, the Company entered into capped call transactions (equity options) with certain major financial institutions (the “capped call counterparties”). The capped call transactions cover, subject to anti-dilution adjustments, the number of shares of common stock equal to the number of shares of common stock underlying the maximum number of shares of Convertible Preferred Stock issuable upon settlement of the Purchase Contracts. Each of the capped call transactions had an original term of approximately five years and initially had a lower strike price of $75.00, which corresponded to the initial conversion price of the Convertible Preferred Stock, and an upper strike price of $97.95, which was approximately 60% higher than the closing price of the common stock on November 1, 2010. The Company paid $50.3 million of cash to fund the cost of the capped call transactions, which was recorded as a reduction of Shareowners’ Equity. On August 5, 2015, the Company terminated the capped call options on its common stock and received 1,692,778 shares of common stock.


I. DERIVATIVE FINANCIAL INSTRUMENTS
In the first quarter of 2018, the Company elected to early adopt ASU 2017-12, Derivatives and Hedging (Topic 815):Targeted Improvements to Accounting for Hedge Activities, which amended the hedge accounting recognition and presentation requirements of ASC 815. ASU 2017-12 required the presentation and disclosure requirements to be applied prospectively and as a result, certain disclosures for fiscal year 2017 conform to the presentation and disclosure requirements prior to the adoption.

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, aremay 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 Consolidated Balance Sheets at December 31, 201628, 2019 and January 2, 2016December 29, 2018 follows:
(Millions of Dollars) 
Balance Sheet
Classification
 2016 2015 
Balance Sheet
Classification
 2016 2015 
Balance Sheet
Classification
 2019 2018 
Balance Sheet
Classification
 2019 2018
Derivatives designated as hedging instruments:                    
Interest Rate Contracts Cash Flow LT other assets $
 $
 LT other liabilities $47.3
 $41.1
 LT other assets $
 $
 LT other liabilities $40.5
 $
Interest Rate Contracts Fair Value Other current assets 
 14.9
 Accrued expenses 
 2.5
 LT other assets 
 1.4
 LT other liabilities 
 5.2
Foreign Exchange Contracts Cash Flow Other current assets 37.6
 21.9
 Accrued expenses 1.6
 1.8
 Other current assets 7.0
 18.1
 Accrued expenses 7.8
 0.6
 LT other assets 
 3.7
 LT other liabilities 
 
Net Investment Hedge Other current assets 44.1
 30.3
 Accrued expenses 1.8
 4.8
 Other current assets 18.6
 5.7
 Accrued expenses 8.5
 1.5
 LT other assets 
 
 LT other liabilities 0.5
 
 LT other assets 
 
 LT other liabilities 2.6
 13.8
 
 $81.7
 $72.2
 
 $51.2
 $55.4
Non-derivative designated as hedging instrument: 
 

 

    
Net Investment Hedge 
 
 
 Short-term borrowings 335.5
 228.9
Total Designated as hedging instruments 
 $25.6
 $23.8
 
 $394.9
 $244.8
Derivatives not designated as hedging instruments: 
 
 
 
 
 
 
 
 
 
 
 
Foreign Exchange Contracts Other current assets $28.5
 $7.1
 Accrued expenses $46.4
 $40.7
 Other current assets $3.7
 $9.1
 Accrued expenses $6.1
 $5.4
 
 $28.5
 $7.1
 
 $46.4
 $40.7
Total 
 $29.3
 $32.9
 
 $401.0
 $250.2


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. Further, as more fully discussed in Note M, Fair Value Measurements, 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 December 28, 2019 and December 29, 2018, there were no assets that had been posted as collateral related to the above mentioned financial instruments.



In 20162019, 2018 and 2015, significant2017, cash flows related to derivatives, including those that are separately discussed below, resulted in net cash received of $94.7$69.9 million, $2.4 million and $144.4$2.6 million, respectively.

CASH FLOW HEDGES — There was a $46.3were after-tax mark-to-market losses of $54.2 million and a $52.1$26.8 million after-tax loss as of December 31, 201628, 2019 and January 2, 2016,December 29, 2018, respectively, reported for cash flow hedge effectiveness in Accumulated other comprehensive loss. An after-tax gainloss of $9.0$7.4 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 reclassified fromof derivatives designated as cash flow hedges in Accumulated other comprehensive loss into earnings for active derivative financial instrumentsderivatives during the periods in which the underlying hedged transactions affected earnings for the twelve months ended December 31, 20162019, 2018 and January 2, 2016 (in millions):
2017:
Year-to-date 2016 
 (Loss) Gain
Recorded in OCI
 
Classification of
Gain (Loss)
Reclassified from
OCI to Income
 
Gain (Loss)
Reclassified from
OCI to Income
(Effective Portion)
 
Gain (Loss)
Recognized in
Income
(Ineffective Portion*)
2019 (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 $(6.2) Interest Expense $
 $
 $(40.5) Interest expense $(16.2) $
Foreign Exchange Contracts $19.3
 Cost of sales $21.7
 $
 $(16.7) Cost of sales $(6.5) $
 


2018 (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 $33.1
 Interest expense $(15.3) $
Foreign Exchange Contracts $35.9
 Cost of sales $(17.9) $


Year-to-date 2015 
(Loss) Gain 
Recorded in OCI
 
Classification of
Gain (Loss)
Reclassified from
OCI to Income
 
Gain (Loss)
Reclassified from
OCI to Income
(Effective Portion)
 
Gain (Loss)
Recognized in
Income
(Ineffective Portion*)
2017 (Millions of Dollars)
 
Gain (Loss) 
Recorded in OCI
 
Classification of
Gain (Loss)
Reclassified from
OCI to Income
 
Gain (Loss)
Reclassified from
OCI to Income
(Effective Portion)
 
Gain (Loss)
Recognized in
Income
(Ineffective Portion*)
Interest Rate Contracts $(6.8) Interest Expense $
 $
 $(8.4) Interest expense $
 $
Foreign Exchange Contracts $52.5
 Cost of sales $57.4
 $
 $(66.6) Cost of sales $8.4
 $
* Includes ineffective portion and amount excluded from effectiveness testing on derivatives.

A summary of the pre-tax effect of cash flow hedge accounting on the Consolidated Statements of Operations for 2019 and 2018 is as follows:
 2019 2018
(Millions of dollars)Cost of Sales Interest Expense Cost of Sales Interest Expense
Total amount in the Consolidated Statements of Operations in which the effects of the cash flow hedges are recorded$9,636.7
 $284.3
 $9,131.3
 $277.9
Gain (loss) on cash flow hedging relationships:
 
    
Foreign Exchange Contracts:
 
    
Hedged Items$6.5
 $
 $17.9
 $
Gain (loss) reclassified from OCI into Income$(6.5) $
 $(17.9) $
Interest Rate Swap Agreements:
 
    
Gain (loss) reclassified from OCI into Income 1
$
 $(16.2) $
 $(15.3)
1 Inclusive of the gain/loss amortization on terminated derivative financial instruments.

For 2016 and 2015,2017, the hedged items’ impact to the Consolidated Statement of Operations was a loss of $21.7$8.4 million and a loss of $57.4 million, respectively, in Cost of Sales.Sales offsetting the amount shown above. There was no impact related to the interest rate contracts’ hedged items for any period presented.

For 20162019, 2018 and 2015, an2017 after-tax gainlosses of $3.3$13.1 million, $15.4 million, and $22.4$4.7 million, respectively, and for 2014 an after-tax loss of $7.5 million were reclassified from Accumulated other comprehensive loss into earnings (inclusive of the gain/loss amortization on terminated derivative financial instruments) during the periods in which the underlying hedged transactions affected earnings.

Interest Rate Contracts: The Company enters into interest rate swap agreements in order to obtain the lowest cost source of funds within a targeted range of variable to fixed-rate debt proportions. During 2019, the Company entered into forward starting interest rate swaps totaling $650.0 million to offset expected variability on future interest rate payments associated with debt instruments expected to be issued in the future. During 2019, swaps with a notional amount of $250.0 million matured resulting in a loss of $1.0 million, which was recorded in Accumulated other comprehensive loss and is being amortized to earnings as interest expense over future periods. The cash flows stemming from the maturity of such interest rate swaps designated as cash flow hedges are presented within other financing activities in the Consolidated Statements of Cash Flows. As of December 31, 2016, and January 2, 2016,28, 2019, the Company had $400 million of forward starting swaps outstanding which were executed in 2014.outstanding. As of December 30, 2018 all interest rate swaps designated as cash flow hedges matured as discussed below.

In 2018, forward starting interest rate swaps with an aggregate notional amount of $400 million fixing 10 years of interest payments ranging from 4.25%-4.85% matured. The objective of the hedges iswas to offset the expected variability on future payments associated with the interest rate on debt instruments. This resulted in a loss of $22.7 million, which was recorded in Accumulated other comprehensive loss and is being amortized to earnings as interest expense over future periods. The cash flows stemming from the maturity of such interest rate swaps designated as cash flow hedges are presented within other financing activities in the Consolidated Statements of Cash Flows.



In January 2020, the Company entered into forward starting interest rate swaps totaling $1.0 billion to offset expected variability on future interest rate payments associated with debt instruments expected to be issued in 2018. Gains or losses on the future. In February 2020, the Company terminated these swaps areresulting in a loss of $20.5 million, which was recorded in Accumulated other comprehensive loss and will be subsequently reclassified into earnings as the futureamortized to interest expense is recognized in earnings or as ineffectiveness occurs.over future periods.

Foreign Currency Contracts

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 for the effective portion of the hedge are recorded in Cost of sales. The ineffective portion, if any,sales as well as gains and losses incurred after a hedge has been de-designatedthe hedged item affects earnings. There are not recorded in Accumulated other comprehensive loss, but are recorded directly tono components excluded from the Consolidated Statementsassessment of Operations in Other, net.effectiveness for these contracts. At December 31, 201628, 2019, and January 2, 2016,December 29, 2018, the notional values of the forward currency contracts outstanding was $503.8$518.2 million and $439.3$240.0 million, respectively, maturing on various dates through 2017.2020.

Purchased Option Contracts: The Company and its subsidiaries enterhave entered into various intercompany transactions whereby the notional values are denominated in currencies other than the functional currencies of the party executing the trade. In order to better match the cash flows of its intercompany obligations with cash flows from operations, the Company enters into purchased option contracts. Gains and losses reclassified from Accumulated other comprehensive loss for the effective portions of the hedge are recorded in Cost of sales. The ineffective portion, if any,sales as well as gains and losses incurred after a hedge has


been de-designatedthe hedged item affects earnings. There are not recorded in Accumulated other comprehensive loss, but are recorded directly tono components excluded from the Consolidated Statementsassessment of Operations in Other, net.effectiveness for these contracts. At December 31, 2016,28, 2019, there were no outstanding option contracts. At December 29, 2018, the notional value of option contracts outstanding was $252.0$370.0 million maturing on various dates through 2017. As of January 2, 2016, the notional value of purchased option contracts was $197.4 million, maturing on various dates in 2016.2019.

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 previousprior years, the Company entered into interest rate swaps on the first five yearsrelated to certain of its notes payable which were subsequently terminated. Amortization of the Company's $400 million 5.75% notes due 2053,gain/loss on previously terminated swaps is reported as a reduction of interest rate swaps with notional values which equaledexpense. Prior to termination, the Company's $400 million 3.40% notes due 2021 and the Company's $150 million 7.05% notes due 2028. These interest rate swaps effectively converted the Company's fixed rate debt to floating rate debt based on LIBOR, thereby hedging the fluctuation in fair value resulting from changes in interest rates. In the second quarter of 2016, the Company terminated all of the above interest rate swaps. The terminations resulted in cash receipts of $27.0 million. This gain was deferred and will be amortized to earnings over the remaining life of the notes.
The changes in fair value of the interest rate swaps during the period were recognized in earnings as well asand the offsetting changes in fair value ofrelated to the underlying notes. Therenotes were no open contracts as ofrecognized in earnings. The Company did not have any active fair value interest rate swaps at December 31, 2016 and the notional value of open contracts was $950.0 million as of January 2, 2016. 28, 2019 or December 29, 2018.

A summary of the pre-tax effect of fair value adjustments relating to these swapshedge accounting on the Consolidated Statements of Operations for 2019 and 2018 is as follows (in millions):
follows:
 (Millions of dollars)
 2019
Interest Expense
2018
Interest Expense
Total amount in the Consolidated Statements of Operations in which the effects of the fair value hedges are recorded $284.3
$277.9
Amortization of gain on terminated swaps $(7.7)$(3.2)

 Year-to-Date 2016 Year-to-Date 2015
Income Statement
Classification
Gain/(Loss)  on
Swaps*
 
Gain /(Loss)  on
Borrowings
 
Gain/(Loss)  on
Swaps*
 
Gain /(Loss)  on
Borrowings
Interest Expense$(3.3) $3.8
 $11.8
 $(11.8)

* Includes ineffective portion and amount excluded from effectiveness testing on derivatives.
In addition to the fair value adjustments in the table above, the net swap accruals for each period and amortizationAmortization of the gainsgain/loss on terminated swaps are alsoof $3.2 million was reported as a reduction of interest expense and totaled $6.9 million and $14.2 million for 2016 and 2015, respectively. Interest expense onin 2017.

In February 2019, the underlying debt was $19.9 million (for the period prior to terminationCompany redeemed all of the derivatives)outstanding 2053 Junior Subordinated Debentures as discussed in Note H, Long-Term Debt and $47.1Financing Arrangements. As a result, the Company recorded a pre-tax gain of $4.6 million relating to the remaining unamortized gain on swap termination related to this debt.

A summary of the amounts recorded in the Consolidated Balance Sheets related to cumulative basis adjustments for 2016fair value hedges as of 2019 and 2015, respectively.2018 is as follows:
 (Millions of dollars)
 
2019 Carrying Amount of Hedged Liability1
 2019 Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liability
Current maturities of long-term debt $3.1
 Terminated Swaps $3.1
Long-Term Debt $3,176.4
 Terminated Swaps $(17.5)
1Represents hedged items no longer designated in qualifying fair value hedging relationships.


 (Millions of dollars)
 
2018 Carrying Amount of Hedged Liability1
 2018 Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liability
Current maturities of long-term debt $2.5
 Terminated Swaps $2.1
Long-Term Debt $3,819.8
 Terminated Swaps $(10.0)
1Represents hedged items no longer designated in qualifying fair value hedging relationships.
NET INVESTMENT HEDGES

Foreign Exchange Contracts: 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 a gaingains of $88.6$97.3 million and $11.8$63.3 million at December 31, 201628, 2019 and January 2, 2016,December 29, 2018, respectively.

As of December 31, 2016,28, 2019, the Company had cross currency swaps with a notional value totaling $1.1 billion maturing on various dates through 2023 hedging a portion of its Japanese yen, Euro and Swiss franc denominated net investments and Euro denominated commercial paper with a value of $335.5 million maturing in 2020 hedging a portion of its Euro denominated net investments.

As of December 29, 2018, the Company had foreign exchange contracts that maturematuring on various dates through 20172019 with notional values totaling $1.0 billion$262.4 million outstanding hedging a portion of its British pound sterling, Mexican peso, Swedish krona, Euro and Canadian dollarEuro denominated net investments, andinvestments; a cross currency swap with a notional value totaling $250.0 million maturing in 2023 hedging a portion of its Japanese yen denominated net investment. Of the $1.0 billion discussed above, $136.1investment; an option contract with a notional value totaling $35.1 million hedging a portion of the British pound sterling net investments had been de-designated as of December 31, 2016. As of January 2, 2016, the Company had foreign exchange contracts maturing on various dates through 2016 with notional values totaling $1.9 billion outstandingin 2019 hedging a portion of its Mexican peso denominated net investment; and Euro denominated commercial paper with a value of $228.9 million maturing in 2019 hedging a portion of its Euro denominated net investments.

In January 2020, the Company entered into cross currency swaps with notional values totaling $1.4 billion maturing in 2021 hedging a portion of its Euro, British pound sterling, Mexican peso, Japanese yen, Swedish krona Euro and CanadianSwiss franc denominated net investment. For the year ended December 31, 2016 and January 2, 2016, maturinginvestments.

Maturing foreign exchange contracts resulted in net cash received of $104.7$8.0 million and $137.7$25.7 million respectively. during 2019 and 2018, respectively, and cash paid of $23.3 million during 2017.

Gains and losses on net investment hedges remain in Accumulated other comprehensive loss until disposal of the underlying assets. Upon adoption of ASU 2017-12, 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. Prior to the adoption of ASU 2017-12, no components were excluded from the assessment of effectiveness. Gains and losses after a hedge has been de-designated are recorded directly to the Consolidated Statements of Operations in Other, net.

The pre-tax gain orgains and losses from fair value changes during 2019 and 2018 were as follows:
  2019
(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 $6.4
 $4.6
 Other, net $4.3
 $4.3
Cross Currency Swap $54.8
 $48.8
 Other, net $29.9
 $29.9
Option Contracts $(3.7) $
 Other, net $
 $
Non-derivative designated as Net Investment Hedge $21.7
 $
 Other, net $
 $


  2018
(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 $37.1
 $8.6
 Other, net $8.2
 $8.2
Cross Currency Swap $(2.3) $5.8
 Other, net $6.8
 $6.8
Option Contracts $(2.0) $
 Other, net $
 $
Non-derivative designated as Net Investment Hedge $61.8
 $
 Other, net $
 $

The pre-tax loss from fair value changes during 2017 was as follows (in millions):follows:
Year-to-Date 2016 Year-to-Date 2015 2017
Income Statement
Classification
Amount
Recorded in  OCI
Gain (Loss)
 
Effective Portion
Recorded  in Income
Statement
 
Ineffective
Portion*
Recorded in
Income
Statement
 
Amount
Recorded in  OCI
Gain (Loss)
 
Effective Portion
Recorded  in Income
Statement
 
Ineffective
Portion*
Recorded in
Income
Statement
Income Statement Classification (Millions of Dollars)
 Amount
Recorded in OCI
Gain (Loss)
 
Effective 
Portion
Recorded in Income
Statement
 Ineffective
Portion*
Recorded in
Income
Statement
Other-net$117.8
 $
 $
 $75.5
 $
 $
 $(131.3) $
 $
*Includes ineffective portionportion. 

As discussed in Note H, Long-Term Debt and amount excluded from effectiveness testing. 


In February 2017,Financing Arrangements, the Company issued €600.0 million in Euro denominated commercial paper under its $3.0 billion U.S. Dollar and Eurohas a commercial paper program which has beenauthorizes Euro denominated borrowings in addition to U.S. Dollars. Euro denominated borrowings against this commercial paper program are designated as a Net Investment Hedgenet investment hedge against a portion of its EUREuro denominated net investment. The notional amountAs of December 28, 2019 and December 29, 2018, the Company had $335.5 million and $228.9 million, respectively, in Euro denominated borrowings outstanding against this commercial paper program matches the portion of the net investment designated as being hedged and they are denominated in the same currency; therefore, the Company does not expect to incur any ineffectiveness.program.

UNDESIGNATED HEDGES

Foreign Exchange Contracts: Currency swaps and 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 of these practices is to minimize the impact of foreign currency fluctuations on operating results. The total notional amount of the forward contracts outstanding at December 31, 201628, 2019 was $1.5 billion$946.8 million maturing on various dates through 2017.2020. The total notional amount of the forward contracts outstanding at January 2, 2016December 29, 2018 was $2.0$1.0 billion maturing on various dates through 2016.2019. The gain (loss) recorded in the income statement impactsfrom changes in the fair value related to derivatives not designated as hedging instruments under ASC 815 for 20162019, 2018 and 20152017 are as follows (in millions):
follows:
(Millions of Dollars)
Income Statement
Classification
  2019 2018 2017
Foreign Exchange ContractsOther-net $(4.1) $17.0
 $51.5

Derivatives Not
Designated as Hedging
Instruments under ASC 815
Income Statement
Classification
 Year-to-Date 2016
Amount  of Gain (Loss)
Recorded in Income on
Derivative
 Year-to-Date 2015
Amount  of Gain (Loss)
Recorded in Income on
Derivative
Foreign Exchange ContractsOther-net $(21.1) $(8.9)

J. CAPITAL STOCK
EARNINGS PER SHARE — The following table reconciles net earnings attributable to common shareowners and the weighted averageweighted-average shares outstanding used to calculate basic and diluted earnings per share for the fiscal years ended December 31, 2016, January 2, 2016,28, 2019, December 29, 2018, and January 3, 2015.
Earnings per Share Computation:
 2016 2015 2014
Numerator (in millions):     
Net earnings from continuing operations attributable to common shareowners$965.3
 $903.8
 $857.2
Net loss from discontinued operations
 (20.1) (96.3)
Net earnings attributable to common shareowners$965.3
 $883.7
 $760.9
 2016 2015 2014
Denominator (in thousands):     
Basic earnings per share –– weighted-average shares146,041
 148,234
 156,090
Dilutive effect of stock options and awards2,166
 4,472
 3,647
Diluted earnings per share –– weighted-average shares148,207
 152,706
 159,737
 2016 2015 2014
Earnings (loss) per share of common stock:     
Basic earnings (loss) per share of common stock:     
Continuing operations$6.61
 $6.10
 $5.49
Discontinued operations
 (0.14) (0.62)
Total basic earnings per share of common stock$6.61
 $5.96
 $4.87
Diluted earnings (loss) per share of common stock:     
Continuing operations$6.51
 $5.92
 $5.37
Discontinued operations
 (0.13) (0.60)
Total dilutive earnings per share of common stock$6.51
 $5.79
 $4.76
December 30, 2017.



 2019 2018 2017
Numerator (in millions):     
Net Earnings Attributable to Common Shareowners$955.8
 $605.2
 $1,227.3
Denominator (in thousands):     
Basic weighted-average shares outstanding148,365
 148,919
 149,629
Dilutive effect of stock contracts and awards2,193
 2,724
 2,820
Diluted weighted-average shares outstanding150,558
 151,643
 152,449
Earnings per share of common stock:     
Basic$6.44
 $4.06
 $8.20
Diluted$6.35
 $3.99
 $8.05


The following weighted-average stock options were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive (in thousands):
 2019 2018 2017
Number of stock options2,151
 1,339
 389


 2016 2015 2014
Number of stock options734
 646
 634

As described in detail below, under "Other Equity Arrangements,"In November 2019, the Company issued 7,500,000 Equity Units in December 2013 comprisedwith a total notional value of $345.0$750.0 million (“2019 Equity Units”). Each unit initially consists of Notes and Equity Purchase Contracts, which obligated the holders to purchase on November 17, 2016, for $100, between 1.0122 and 1.2399750,000 shares of convertible preferred stock and forward stock purchase contracts. On and after November 15, 2022, the Company’sconvertible preferred stock may be converted into common stock at the option of the holder. At the election of the Company, upon conversion, the Company may deliver cash, common stock, or a combination thereof. The conversion rate is initially 5.2263 shares of common stock per one share of convertible preferred stock, which is equivalent to an initial conversion price of approximately $191.34 per share of common stock. The convertible preferred stock is excluded from the denominator of the diluted earnings per share calculation on the basis that the convertible preferred stock will be settled in cash except to the extent that the conversion value of the convertible preferred stock exceeds its liquidation preference. Therefore, before any redemption or conversion, the common shares that would be required to settle the applicable conversion value in excess of the liquidation preference, if the Company elects to settle such excess in common shares, are included in the denominator of diluted earnings per share in periods in which they are dilutive. The shares related to the Equity Purchase Contractsconvertible preferred stock were anti-dilutive during 2014November and certain months in 2015 and 2016. Upon the November 17, 2016 settlement date,December of 2019.

In May 2017, the Company issued 3,504,1657,500,000 Equity Units with a total notional value of $750.0 million (“2017 Equity Units”). Each unit initially consists of 750,000 shares of convertible preferred stock and forward stock purchase contracts. On and after May 15, 2020, the convertible preferred stock may be converted into common stock at the option of the holder. At the election of the Company, upon conversion, the Company may deliver cash, common stock, or a combination thereof. The conversion rate was initially 6.1627 shares of common stock and received cash proceedsper one share of $345.0 million.
COMMON STOCK ACTIVITY — Commonconvertible preferred stock, activity for 2016, 2015 and 2014which was as follows:
 2016 2015 2014
Outstanding, beginning of year153,944,291
 157,125,450
 155,479,230
Issued from treasury4,870,761
 6,046,405
 1,986,796
Returned to treasury(6,255,285) (9,227,564) (340,576)
Outstanding, end of year152,559,767
 153,944,291
 157,125,450
Shares subject to the forward share purchase contract(3,645,510) (5,249,332) (1,603,822)
Outstanding, less shares subject to the forward share purchase contract148,914,257
 148,694,959
 155,521,628
In 2016, the Company repurchased 3,940,087 sharesequivalent to an initial conversion price of approximately $162.27 per share of common stock forstock. As of December 28, 2019, due to the customary anti-dilution provisions, the conversion rate was 6.1954, equivalent to a conversion price of approximately $374.1 million. Additionally, the Company net-share settled capped call options on its common stock and received 711,376 shares during 2016.
In November 2016, the Company issued 3,504,165 shares$161.41 per share of common stock. The convertible preferred stock is excluded from the denominator of the diluted earnings per share calculation on the basis that the convertible preferred stock will be settled in cash except to the extent that the conversion value of the convertible preferred stock exceeds its liquidation preference. Therefore, before any redemption or conversion, the common shares that would be required to settle the purchase contractsapplicable conversion value in excess of the 2013 Equity Units.
In December 2015,liquidation preference, if the Company issued 2,869,169 shares of common stockelects to settle such excess in common shares, are included in the conversion featuredenominator of diluted earnings per share in periods in which they are dilutive. The shares related to the Convertible Preferred Stock issued and redeemed through a combination settlement.convertible preferred stock were anti-dilutive during most of 2019.

See "Other Equity Arrangements" below for further details of the above transactions.


COMMON STOCK ACTIVITY — Common stock activity for 2019, 2018 and 2017 was as follows:
 2019 2018 2017
Outstanding, beginning of year151,302,450
 154,038,031
 152,559,767
Issued from treasury2,391,336
 941,854
 1,680,339
Returned to treasury(187,377) (3,677,435) (202,075)
Outstanding, end of year153,506,409
 151,302,450
 154,038,031
Shares subject to the forward share purchase contract(3,645,510) (3,645,510) (3,645,510)
Outstanding, less shares subject to the forward share purchase contract149,860,899
 147,656,940
 150,392,521

In April 2018, the Company repurchased 1,399,732 shares of common stock for approximately $200.0 million. In July 2018, the Company repurchased 2,086,792 shares of common stock for approximately $300.0 million.
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 $350.0 million, plus an additional amount related to the forward component of the contract. In November 2016,February 2020, the Company amended the settlement date to April 2019,2022, or earlier at the Company's option. The reduction of common shares outstanding was recorded at the inception of the forward share purchase contract in March 2015 and factored into the calculation of weighted averageweighted-average shares outstanding at that time.
In October 2014, the Company entered into a forward share purchase contract on its common stock. The contract obligated the Company to pay $150.0 million, plus an additional amount related to the forward component of the contract, to the financial institution counterparty not later than October 2016, or earlier at the Company’s option, for the 1,603,822 shares purchased. The reduction of common shares outstanding was recorded at the inception of the forward share purchase contract in October 2014 and factored into the calculation of weighted average shares outstanding at that time. In October 2016, the Company physically settled the contract, receiving 1,603,822 shares for a settlement amount of $147.4 million. These shares are reflected as "Returned to treasury" in the table above.
COMMON STOCK RESERVED — Common stock shares reserved for issuance under various employee and director stock plans at December 31, 201628, 2019 and January 2, 2016December 29, 2018 are as follows:
 2019 2018
Employee stock purchase plan1,593,759
 1,606,224
Other stock-based compensation plans11,330,531
 14,277,893
Total shares reserved12,924,290
 15,884,117

 2016 2015
Employee stock purchase plan1,936,093
 2,104,326
Other stock-based compensation plans4,998,983
 7,994,342
Total shares reserved6,935,076
 10,098,668




PREFERRED STOCK PURCHASE RIGHTS — Prior to March 10, 2016, each outstanding shareOn January 22, 2018, the Board of Directors adopted the 2018 Omnibus Award Plan (the "2018 Plan") and authorized the issuance of 16,750,000 shares of the Company's common stock had a 1 share purchase right. Each purchase right couldin connection with the awards pursuant to the 2018 Plan. No further awards will be exercised to purchase one two-hundredth of a share of Series A Junior Participating Preferred Stock at an exercise price of $220.00, subject to adjustment. The rights, which did not have voting rights, expired on March 10, 2016. There were no outstanding rights or shares of Series A Junior Participating Preferred Stock as of December 31, 2016.issued under the Company's 2013 Long-Term Incentive Plan.


STOCK-BASED COMPENSATION PLANS — The Company has stock-based compensation plans for salaried employees and non-employee members of the Board of Directors. The plans provide for discretionary grants of stock options, restricted stock units and other stock-based awards.
The plans are generally administered by the Compensation and OrganizationTalent Development Committee of the Board of Directors, consisting of non-employee directors.
Stock Option Valuation Assumptions:
Stock options are granted at the fair market value of the Company’s stock on the date of grant and have a 10-year10-year term. Generally, stock option grants vest ratably over 4 years from the date of grant.
The following describes how certain assumptions affecting the estimated fair value of stock options are determined: the dividend yield is computed as the annualized dividend rate at the date of grant divided by the strike price of the stock option; expected volatility is based on an average of the market implied volatility and historical volatility for the 5.25 year expected life; the risk-free interest rate is based on U.S. Treasury securities with maturities equal to the expected life of the option; and a seven percent forfeiture rate is assumed. The Company uses historical data in order to estimate forfeitures and holding period behavior for valuation purposes.
The fair value of stock option grants is estimated on the date of grant using the Black-Scholes option pricing model. The following weighted averageweighted-average assumptions were used to value grants made in 20162019, 20152018 and 2014.2017:


 2019 2018 2017
Average expected volatility25.0% 23.0% 20.0%
Dividend yield1.8% 2.0% 1.5%
Risk-free interest rate1.5% 2.9% 2.2%
Expected term5.3 years
 5.3 years
 5.2 years
Fair value per option$30.09
 $26.54
 $30.71
Weighted-average vesting period2.8 years
 2.9 years
 2.9 years
 2016 2015 2014
Average expected volatility24.1% 25.0% 27.0%
Dividend yield2.0% 2.0% 2.2%
Risk-free interest rate2.0% 1.9% 1.8%
Expected term5.3 years
 5.3 years
 5.3 years
Fair value per option$23.41
 $21.94
 $19.98
Weighted average vesting period2.4 years
 2.8 years
 2.8 years

Stock Options:
The number of stock options and weighted-average exercise prices as of December 31, 201628, 2019 are as follows:
 Options Price
Outstanding, beginning of year7,352,263
 $107.36
Granted1,225,750
 150.69
Exercised(1,851,761) 78.17
Forfeited(271,581) 144.05
Outstanding, end of year6,454,671
 $122.42
Exercisable, end of year3,720,639
 $105.71

 Options Price
Outstanding, beginning of year6,042,839
 $77.36
Granted1,250,198
 118.97
Exercised(718,275) 65.98
Forfeited(141,176) 95.15
Outstanding, end of year6,433,586
 $86.33
Exercisable, end of year3,897,279
 $71.21

At December 31, 2016,28, 2019, the range of exercise prices on outstanding stock options was $30.03$57.50 to $121.63.$168.78. Stock option expense was $22.8$27.7 million, $16.7$23.9 million and $16.5$21.3 million for the years ended December 31, 2016, January 2, 201628, 2019, December 29, 2018 and January 3, 2015,December 30, 2017, respectively. At December 31, 2016,28, 2019, the Company had $36.2$55.9 million of unrecognized pre-tax compensation expense for stock options. This expense will be recognized over the remaining vesting periods which are 2.41.8 years on a weighted averageweighted-average basis.

During 2016,2019, the Company received $47.4$144.7 million in cash from the exercise of stock options. The related tax benefit from the exercise of these options was $13.0$34.7 million. During 2016, 20152019, 2018 and 2014,2017, the total intrinsic value of options exercised was $35.9$143.7 million, $102.7$18.3 million and $33.7$72.7 million, respectively. When options are exercised, the related shares are issued from treasury stock.



ASC 718, “Compensation — Stock Compensation,” requires the benefit arising from tax deductions in excess of recognized compensation cost to be classified as a financing cash flow. To quantify the recognized compensation cost on which the excess tax benefit is computed, both actual compensation expense recorded and pro-forma compensation cost reported in disclosures are considered. An excess tax benefit is generated on the extent to which the actual gain, or spread, an optionee receives upon exercise of an option exceeds the fair value determined at the grant date; that excess spread over the fair value of the option times the applicable tax rate represents the excess tax benefit. In 2016, 2015During 2019, 2018 and 2014,2017, the Company reported $9.1excess tax benefit arising from tax deductions in excess of recognized compensation cost totaled $25.8 million, $21.2$2.3 million and $7.318.3 million, respectively, of excessand was recorded in income tax benefits as a financing cash flow within the proceeds from issuance of common stock caption.expense.
Outstanding and exercisable stock option information at December 31, 201628, 2019 follows:
 Outstanding Stock Options Exercisable Stock Options
Exercise Price RangesOptions 
Weighted-
Average
Remaining
Contractual Life
 
Weighted-
Average
Exercise Price
 Options Weighted-
Average
Remaining
Contractual Life
 Weighted-
Average
Exercise Price
$75.00 and below991,566
 1.64 $64.69
 991,566
 1.64 $64.69
$75.01 — $125.002,154,836
 5.91 107.44
 1,932,443
 5.80 106.10
$125.01 and higher3,308,269
 8.97 149.48
 796,630
 8.13 155.84
 6,454,671
 6.83 $122.42
 3,720,639
 5.19 $105.71

 Outstanding Stock Options Exercisable Stock Options
Exercise Price RangesOptions 
Weighted-
average
Remaining
Contractual Life
 
Weighted-
average
Exercise Price
 Options Weighted-
average
Remaining
Contractual Life
 Weighted-
average
Exercise Price
$35.00 and below56,460
 1.96 $33.00
 56,460
 1.96 $33.00
$35.01 — 50.0093,799
 2.75 48.65
 93,799
 2.75 48.65
$50.01 — higher6,283,327
 6.90 87.37
 3,747,020
 5.41 72.35
 6,433,586
 6.79 $86.33
 3,897,279
 5.30 $71.21
Compensation cost for new grants is recognized on a straight-line basis over the vesting period. The expense for retirement eligible employees (those aged 55 and over and with 10 or more years of service) is recognized by the date they become retirement eligible, as such employees may retain their options for the 10 year contractual term in the event they retire prior to the end of the vesting period stipulated in the grant.
As of December 31, 2016,28, 2019, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $187.8$283.5 million and $169.5$225.5 million, respectively.


Employee Stock Purchase Plan:
The Employee Stock Purchase Plan (“ESPP”) enables eligible employees in the United States, Canada and Canada to subscribe at any timeIsrael to purchase shares of the Company's common stock on a monthly basis at the lower of 85.0% of the fair market value of the shares on the grant date ($86.87110.80 per share for fiscal year 20162019 purchases) or 85.0% of the fair market value of the shares on the last business day of each month. A maximum of 6,000,000 shares are authorized for subscription. In conjunction with the Company’s cost savings initiatives, the ESPP was temporarily suspended in 2019 and has been reinstated in 2020. During 2016, 20152019, 2018 and 2014, 168,2332017, 12,465 shares, 182,039139,715 shares and 128,144190,154 shares, respectively, were issued under the plan at average prices of $84.46, $71.80,$103.02, $121.00, and $71.69$103.35 per share, respectively, and the intrinsic value of the ESPP purchases was $4.8$0.3 million, $5.4$3.1 million and $1.9$8.7 million, respectively. For 2016,2019, the Company received $14.2$1.3 million in cash from ESPP purchases, and there was no related tax benefit. The fair value of ESPP shares was estimated using the Black-Scholes option pricing model. ESPP compensation cost is recognized ratably over the one-yearone year term based on actual employee stock purchases under the plan. The fair value of the employees’ purchase rights under the ESPP was estimated using the following assumptions for 2016, 20152019, 2018 and 2014,2017, respectively: dividend yield of 2.1%2.2%, 2.2%1.6% and 2.5%1.8%; expected volatility of 20.0%28.0%, 19.0%16.0% and 25.0%21.0%; risk-free interest rates of 0.5%2.5%, 0.1%1.6%, and 0.1%0.9%; and expected lives of one year. The weighted averageweighted-average fair value of those purchase rights granted in 2016, 20152019, 2018 and 20142017 was $29.68, $31.41$27.75, $43.69 and $17.10,$35.70, respectively. Total compensation expense recognized for ESPP amounted to $4.7was de minimus in 2019, $6.6 million for 2016, $5.4in 2018 and $6.7 million for 2015, and $2.1 million for 2014.in 2017.
Restricted Share Units and Awards:
Compensation cost for restricted share units and awards, including restricted shares granted to French employees in lieu of RSUs, (collectively “RSUs”) granted to employees is recognized ratably over the vesting term, which varies but is generally 4 years. RSU grants totaled 445,155282,598 shares, 349,768413,838 shares and 559,955304,976 shares in 2016, 20152019, 2018 and 2014,2017, respectively. The weighted-average grant date fair value of RSUs granted in 2016, 20152019, 2018 and 20142017 was $118.20, $107.43$149.14, $133.90 and $93.67$160.04 per share, respectively.
Total compensation expense recognized for RSUs amounted to $32.6$41.2 million, $30.9$40.1 million and $26.0$31.7 million in 2016, 20152019, 2018 and 2014,2017, respectively. The actual tax benefit received in the periodrelated to the shares that were delivered in 2019 was $11.4$12.7 million. The excess tax benefit recognized was $2.4$3.4 million, $7.0$1.8 million, and $3.5$4.9 million in 2016, 20152019, 2018 and 2014,2017, respectively. As of December 31, 2016,28, 2019, unrecognized compensation expense for RSUs amounted to $79.8$80.9 million and this cost will be recognized over a weighted-average period of 2.22 years.


A summary of non-vested restricted stock unit and award activity as of December 31, 201628, 2019, and changes during the twelve month period then ended is as follows:
 
Restricted Share
Units & Awards
 
Weighted-Average
Grant
Date Fair Value
Non-vested at December 29, 20181,074,735
 $129.65
Granted282,598
 149.14
Vested(372,571) 119.92
Forfeited(118,242) 136.62
Non-vested at December 28, 2019866,520
 $139.23
 
Restricted Share
Units & Awards
 
Weighted  Average
Grant
Date Fair Value
Non-vested at January 2, 20161,086,669
 $88.19
Granted445,155
 118.20
Vested(315,766) 117.19
Forfeited(84,034) 103.95
Non-vested at December 31, 20161,132,024
 $100.53

The total fair value of shares vested (market value on the date vested) during 2016, 20152019, 2018 and 20142017 was $37.0$56.7 million, $72.2$46.8 million and $64.5$46.6 million, respectively.
Non-employee members of the Board of Directors received restricted share-based grants which must be cash settled and accordingly mark-to-market accounting is applied. The Company recognized $6.8 million of expense for these awards in 2019, $3.4 million of income in 2018, and expense of $7.0 million in 2017. Additionally, the Board of Directors were granted restricted share units for which compensation expense of $1.1$1.2 million, $1.2 million, and $1.0 million was recognized for 2016, 20152019, 2018 and 2014.2017, respectively.
Management Incentive Compensation Plan Performance Stock Units:
In 2019, the Company granted Performance Stock Units (collectively "MICP-PSUs") under the Management Incentive Compensation Plan ("MICP") to participating employees. Awards are payable in shares of common stock and generally no award is made if the employee terminates employment prior to the settlement dates. The ultimate delivery of the shares related to the 2019 MICP-PSU grant will occur ratably in March 2020, 2021, and 2022. The total shares to be delivered are based on actual 2019 performance in relation to the established goals.


Compensation cost for these performance awards is recognized ratably over the vesting term of 3 years. Total expense recognized in 2019 related to these MICP-PSUs approximated $9.5 million. The maximum number of shares that may be issued under the 2019 grant is 346,011 share units which remain non-vested as of December 28, 2019. The grant date fair value associated with the MICP-PSUs granted in 2019 is $127.27 per share.
Long-Term Performance Awards:
The Company has granted Long TermLong-Term Performance Awards (“LTIPs”LTIP”) under its 20092018 Omnibus Award Plan and 2013 Long Term Incentive PlansPlan to senior management employees for achieving Company performance measures. Awards are payable in shares of common stock, which may be restricted if the employee has not achieved certain stock ownership levels, and generally no award is made if the employee terminates employment prior to the payoutsettlement date. LTIP grants were made in 2014, 20152017, 2018 and 2016.2019. Each grant has separate annual performance goals for each year within the respective three year performance period. Earnings per share and cash flow return on investment represent 75% of the share payout of each grant.grant value. There is a third market-based element,metric, representing 25% of the total grant, which measures the Company’s common stock return relative to peers over the performance period. The ultimate delivery of shares will occur in 2020, 2021 and 2022 for the 2017, 2018 and 2019 for the 2014, 2015 and 2016 grants, respectively. Total payoutsShare settlements are based on actual performance in relation to these goals.
Expense recognized for these performance awards amounted to $20.0$9.0 million in 2016, $13.82019, $4.7 million in 2015,2018, and $11.4$18.0 million in 2014.2017. With the exception of the market-based metric comprising 25% of the award, in the event performance goals are not met, compensation cost is not recognized and any previously recognized compensation cost is reversed.
A summary of the activity pertaining to the maximum number of shares that may be issued is as follows:
 Share Units 
Weighted-Average
Grant
Date Fair Value
Non-vested at December 29, 2018627,407
 $116.85
Granted639,957
 123.01
Vested(154,217) 86.56
Forfeited(105,910) 91.12
Non-vested at December 28, 20191,007,237
 $128.10

 Share Units 
Weighted  Average
Grant
Date Fair Value
Non-vested at January 2, 2016842,541
 $78.83
Granted261,081
 86.56
Vested(162,136) 71.42
Forfeited(140,412) 72.11
Non-vested at December 31, 2016801,074
 $84.03




OTHER EQUITY ARRANGEMENTS


2019 Equity Units and Capped Call Transactions

In November 2013,2019, the Company issued 7,500,000 Equity Units with a total notional value of $750.0 million (“2019 Equity Units”). Each unit has a stated amount of $100 and initially consists of a three-year forward stock purchase contract (“2022 Purchase Contracts”) for the purchase of a variable number of shares of common stock, on November 15, 2022, for a price of $100, and a 10% beneficial ownership interest in one share of 0% Series D Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $1,000 per share (“Series D Preferred Stock”). The Company received approximately $735.0 million in net cash proceeds from the 2019 Equity Units net of offering expenses and underwriting costs and commissions, and issued 750,000 shares of Series D Preferred Stock, recording $750.0 million in preferred stock. The proceeds were used for general corporate purposes, including repayment of short-term borrowings. The Company also used $19.2 million of the proceeds to enter into capped call transactions utilized to hedge potential economic dilution as described in more detail below.

Convertible Preferred Stock

In November 2019, the Company issued 750,000 shares of Series D Preferred Stock, without par, with a liquidation preference of $1,000 per share. The convertible preferred stock will initially not bear any dividends and the liquidation preference of the convertible preferred stock will not accrete. The convertible preferred stock has no maturity date and will remain outstanding unless converted by holders or redeemed by the Company. Holders of shares of the convertible preferred stock will generally have no voting rights.

The Series D Preferred Stock is pledged as collateral to support holders’ purchase obligations under the 2022 Purchase Contracts and can be remarketed. In connection with any successful remarketing, the Company may (but is not required to) modify certain terms of the convertible preferred stock, including the dividend rate, the conversion rate, and the earliest


redemption date. After any successful remarketing in connection with which the dividend rate on the convertible preferred stock is increased, the Company will pay cumulative dividends on the convertible preferred stock, if declared by the Board of Directors, quarterly in arrears from the applicable remarketing settlement date.

On and after November 15, 2022, the Series D Preferred Stock may be converted into common stock at the option of the holder. The conversion rate is initially 5.2263 shares of common stock per one share of Series D Preferred Stock, which is equivalent to an initial conversion price of approximately $191.34 per share of common stock. At the election of the Company, upon conversion, the Company may deliver cash, common stock, or a combination thereof.

The Company may not redeem the Series D Preferred Stock prior to December 22, 2022. At the election of the Company, on or after December 22, 2022, the Company may redeem for cash, all or any portion of the outstanding shares of the Series D Preferred Stock at a redemption price equal to 100% of the liquidation preference, plus any accumulated and unpaid dividends. If the Company calls the Series D Preferred Stock for redemption, holders may convert their shares immediately preceding the redemption date.

2022 Purchase Contracts

The 2022 Purchase Contracts obligate the holders to purchase, on November 15, 2022, for a price of $100 in cash, a maximum number of 4.7 million shares of the Company’s common stock (subject to customary anti-dilution adjustments). The 2022 Purchase Contract holders may elect to settle their obligation early, in cash. The Series D Preferred Stock is pledged as collateral to guarantee the holders’ obligations to purchase common stock under the terms of the 2022 Purchase Contracts. The initial settlement rate determining the number of shares that each holder must purchase will not exceed the maximum settlement rate, and is determined over a market value averaging period immediately preceding November 15, 2022.

The initial maximum settlement rate of 0.6272 was calculated using an initial reference price of $159.45, equal to the last reported sale price of the Company's common stock on November 7, 2019. If the applicable market value of the Company's common stock is less than or equal to the reference price, the settlement rate will be the maximum settlement rate; and if the applicable market value of common stock is greater than the reference price, the settlement rate will be a number of shares of the Company's common stock equal to $100 divided by the applicable market value. Upon settlement of the 2022 Purchase Contracts, the Company will receive additional cash proceeds of $750 million.

The Company will pay the holders of the 2022 Purchase Contracts quarterly payments (“Contract Adjustment Payments”) at a rate of 5.25% per annum, payable quarterly in arrears on February 15, May 15, August 15 and November 15, which will commence on February 15, 2020. The $114.2 million present value of the Contract Adjustment Payments reduced Shareowners’ Equity at inception. As each quarterly Contract Adjustment Payment is made, the related liability is reduced and the difference between the cash payment and the present value will accrete to interest expense, approximately $1.3 million per year over the three-year term. As of December 28, 2019, the present value of the Contract Adjustment Payments was $114.4 million.

The holders can settle the purchase contracts early, for cash, subject to certain exceptions and conditions in the prospectus supplement. Upon early settlement of any purchase contracts, the Company will deliver the number of shares of its common stock equal to 85% of the number of shares of common stock that would have otherwise been deliverable.

Capped Call Transactions

In order to offset the potential economic dilution associated with the common shares issuable upon conversion of the Series D Preferred Stock, to the extent that the conversion value of the convertible preferred stock exceeds its liquidation preference, the Company entered into capped call transactions with three major financial institutions.

The capped call transactions have a term of approximately three years and are intended to cover the number of shares issuable upon conversion of the Series D Preferred Stock. Subject to customary anti-dilution adjustments, the capped call has an initial lower strike price of $191.34, which corresponds to the minimum 5.2263 settlement rate of the Series D Preferred Stock, and an upper strike price of $207.29, which is approximately 30% higher than the closing price of the Company's common stock on November 7, 2019.

The capped call transactions may be settled by net share settlement (the default settlement method) or, at the Company’s option and subject to certain conditions, cash settlement, physical settlement or modified physical settlement. The number of shares the Company will receive will be determined by the terms of the contracts using a volume-weighted average price calculation for the market value of the Company's common stock, over an averaging period. The market value determined will then be


measured against the applicable strike price of the capped call transactions. The Company expects the capped call transactions to offset the potential dilution upon conversion of the Series D Preferred Stock if the calculated market value is greater than the lower strike price but less than or equal to the upper strike price of the capped call transactions. Should the calculated market value exceed the upper strike price of the capped call transactions, the dilution mitigation will be limited based on such capped value as determined under the terms of the contracts.

With respect to the impact on the Company, the capped call transactions and 2019 Equity Units, when taken together, result in the economic equivalent of having the conversion price on the 2019 Equity Units at $207.29, the upper strike price of the capped call as of December 28, 2019.

The Company paid $19.2 million, or an average of $4.90 per option, to enter into capped call transactions on 3.9 million shares of common stock. The $19.2 million premium paid was a reduction of Shareowners’ Equity. The aggregate fair value of the options at December 28, 2019 was $19.2 million.

2018 Capped Call Transactions

In March 2018, the Company purchased from certaina financial institutions “out-of-the-money”institution "at-the money" capped call options with an approximate term of three years, on 12.23.2 million shares of its common stock (subject to customary anti-dilution adjustments) for an aggregate premium of $73.5$57.3 million, or an average of $6.03$17.96 per share. The premium paid was recorded as reduction of Shareowners' equity. The purpose of the capped call options iswas to hedge the risk of stock price appreciation between the lower and upper strike prices of the capped call options for a future share repurchase.

The premium paidcapped call had an initial lower strike price of $156.86 and an upper strike price of $203.92, which was recorded as a reductionapproximately 30% higher than the closing price of Shareowners’ equity.the Company's common stock on March 13, 2018. As of December 28, 2019, due to the customary anti-dilution provisions, the capped call transactions had an adjusted lower strike price of $156.59 and an adjusted upper strike price of $203.57. The contracts foraggregate fair value of the options provide that theyat December 28, 2019 was $56.4 million.

The capped call transactions may be settled by net-share settlement (the default settlement method) or, at the Company’s election,Company's option and subject to certain conditions, cash settlement, physical settlement or modified physical settlement. The number of shares the Company will receive will be cash settled, physically settled, modified-physically settled, or net-share settled (the default settlement method). The capped call options had various expiration dates and initially haddetermined by the terms of the contracts using a volume-weighted average price calculation for the market value of the Company's common stock, over an average lowerperiod. The market value determined will then be measured against the applicable strike price of $86.07 and an average upper strike price of $106.56, subject to customary market adjustments. In February 2015, the Company net-share settled 9.1 million of the 12.2 million capped call options on its common stock and received 911,077 shares using an average reference price of $96.46 per common share. Additionally, the Company purchased directly from the counterparties participating in the net-share settlement, 3,381,162 shares for $326.1 million, equating to an average price of $96.46 per share. In February 2016, the Company net-share settled the remaining 3.1 million capped call options on its common stock and received 293,142 shares using an average reference price of $94.34 per common share. Additionally, the Company purchased 1,316,858 shares directly from the counterparty participating in the net-share settlement for $124.2 million. The Company also repurchased 2,446,287 shares of common stock in February 2016 for $230.9 million, equating to an average price of $94.34.transactions.

2017 Equity Units and Capped Call Transactions


As described more fully in Note H, Long-Term Debt and Financing Arrangements, in December 2013,In May 2017, the Company issued 7,500,000 Equity Units comprisedwith a total notional value of $345.0$750.0 million (“2017 Equity Units”). Each unit has a stated amount of $100 and initially consists of a three-year forward stock purchase contract (“2020 Purchase Contracts”) for the purchase of a variable number of shares of common stock, on May 15, 2020, for a price of $100, and a 10% beneficial ownership interest in one share of 0% Series C Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $1,000 per share (“Series C Preferred Stock”). The Company received approximately $726.0 million in net cash proceeds from the 2017 Equity Units net of offering expenses and underwriting costs and commissions, and issued 750,000 shares of Series C Preferred Stock, recording $750.0 million in preferred stock. The proceeds were used for general corporate purposes, including repayment of short-term borrowings. The Company also used $25.1 million of Notesthe proceeds to enter into capped call transactions utilized to hedge potential economic dilution as described in more detail below.

Convertible Preferred Stock

In May 2017, the Company issued 750,000 shares of Series C Preferred Stock, without par, with a liquidation preference of $1,000 per share. The convertible preferred stock will initially not bear any dividends and Equity Purchase Contracts.the liquidation preference of the convertible preferred stock will not accrete. The Equityconvertible preferred stock has no maturity date, and will remain outstanding unless converted by holders or redeemed by the Company. Holders of shares of the convertible preferred stock will generally have no voting rights.

The Series C Preferred Stock is pledged as collateral to support holders’ purchase obligations under the 2020 Purchase Contracts obligatedand can be remarketed. In connection with any successful remarketing, the Company may (but is not required to) modify certain terms of the convertible preferred stock, including the dividend rate, the conversion rate, and the earliest redemption date. After any successful remarketing in connection with which the dividend rate on the convertible preferred


stock is increased, the Company will pay cumulative dividends on the convertible preferred stock, if declared by the Board of Directors, quarterly in arrears from the applicable remarketing settlement date.

On and after May 15, 2020, the Series C Preferred Stock may be converted into common stock at the option of the holder. The initial conversion rate was 6.1627 shares of common stock per one share of Series C Preferred Stock, which was equivalent to an initial conversion price of approximately $162.27 per share of common stock. As of December 28, 2019, due to the customary anti-dilution provisions, the conversion rate was 6.1954, equivalent to a conversion price of approximately $161.41 per share of common stock. At the election of the Company, upon conversion, the Company may deliver cash, common stock, or a combination thereof.

The Company may not redeem the Series C Preferred Stock prior to June 22, 2020. At the election of the Company, on or after June 22, 2020, the Company may redeem for cash, all or any portion of the outstanding shares of the Series C Preferred Stock at a redemption price equal to 100% of the liquidation preference, plus any accumulated and unpaid dividends. If the Company calls the Series C Preferred Stock for redemption, holders may convert their shares immediately preceding the redemption date.

2020 Purchase Contracts

The 2020 Purchase Contracts obligate the holders to purchase, on November 17, 2016,May 15, 2020, for a price of $100 between 1.0122 and 1.2399in cash, a maximum number of 5.4 million shares of the Company’s common stock which are(subject to customary anti-dilution adjustments). The 2020 Purchase Contract holders may elect to settle their obligation early, in cash. The Series C Preferred Stock is pledged as collateral to guarantee the holders’ obligations to purchase common stock under the terms of the 2020 Purchase Contracts. The initial settlement rate determining the number of shares that each holder must purchase will not exceed the maximum settlement rate, and is determined over a market value averaging period immediately preceding May 15, 2020.

The initial maximum settlement rate of 0.7241 was calculated using an initial reference price of $138.10, equal to the last reported sale price of the Company's common stock on May 11, 2017. As of December 28, 2019, due to the customary anti-dilution provisions, the maximum settlement rate was 0.7279, equivalent to an initial settlementa reference price of $98.80$137.38. If the applicable market value of the Company's common stock is less than or equal to the reference price, the settlement rate will be the maximum settlement rate; and $80.65, respectively, per shareif the applicable market value of common stock.

In accordance withstock is greater than the Equityreference price, the settlement rate will be a number of shares of the Company's common stock equal to $100 divided by the applicable market value. Upon settlement of the 2020 Purchase Contracts, on November 17, 2016, the Company issued 3,504,165 shares of common shares and receivedwill receive additional cash proceeds of $345.0$750 million.

The conversion rate used in calculatingCompany pays the averageholders of the daily volume-weighted average price2020 Purchase Contracts quarterly payments (“Contract Adjustment Payments”) at a rate of 5.375% per annum, payable quarterly in arrears on February 15, May 15, August 15 and November 15, which commenced August 15, 2017. The $117.1 million present value of the Contract Adjustment Payments reduced Shareowners’ Equity at inception. As each quarterly Contract Adjustment Payment is made, the related liability is reduced and the difference between the cash payment and the present value accretes to interest expense, approximately $1.3 million per year over the three-year term. As of December 28, 2019, the present value of the Contract Adjustment Payments was $19.7 million.

The holders can settle the purchase contracts early, for cash, subject to certain exceptions and conditions in the prospectus supplement. Upon early settlement of any purchase contracts, the Company will deliver the number of shares of its common stock during the market value averaging period, was 1.0157 (equivalentequal to the minimum settlement rate and a conversion price of $98.45 per common share) on November 17, 2016.

Contemporaneously with the issuance85% of the Equity Units described above, the Company paid $9.7 million, or an averagenumber of $2.77 per option, to enter into capped call transactions on 3.5 million shares of common stock with a major financial institution. The purpose of the capped call transactions isthat would have otherwise been deliverable.

Capped Call Transactions

In order to offset the potential economic dilution associated with the common shares issuable upon the settlementconversion of the Equity Purchase Contracts. ReferSeries C Preferred Stock, to Note H, Long-Term Debt and Financing Arrangements, for further discussion. The $9.7 million premium paid was recorded as a reduction to equity.the extent that the conversion value of the convertible preferred stock exceeds its liquidation preference, the Company entered into capped call transactions with three major financial institutions.


The capped call transactions cover, subject to customary anti-dilution adjustments, the number of shares equal to the number of shares issuable upon settlement of the Equity Purchase Contracts at the 1.0122 minimum settlement rate. The capped call transactions hadhave a term of approximately three years and initially had aare intended to cover the number of shares issuable upon conversion of the Series C Preferred Stock. Subject to customary anti-dilution adjustments, the capped call has an initial lower strike price of $98.80,$162.27, which correspondedcorresponds to athe minimum 6.1627 settlement rate of the Equity Purchase Contracts,Series C Preferred Stock, and an upper strike price of $112.91,$179.53, which wasis approximately 40%30% higher than the closing price of the Company’sCompany's common stock on November 25, 2013,May 11, 2017. As of December 28, 2019, due to the customary anti-dilution provisions, the capped call transactions had an adjusted lower strike price of $161.41 and an adjusted upper strike price of $178.58.

The capped call transactions may be settled by net-share settlement (the default settlement method) or, at the Company’s option and subject to customary anti-dilution adjustments. In October and November 2016,certain conditions, cash settlement, physical settlement or modified physical settlement. The number of shares the Company’sCompany will receive will be determined by the terms of the contracts using a volume-weighted average price calculation


for the market value of the Company's common stock, over an averaging period. The market value determined will then be measured against the applicable strike price of the capped call options on its common stock expired and were net-share settled resulting intransactions. The Company expects the Company receiving 418,234 shares using an average reference price of $117.84 per common share.
Convertible Preferred Units and Equity Option

As described more fully in Note H, Long-Term Debt and Financing Arrangements, in November 2010,capped call transactions to offset the Company issued Convertible Preferred Units comprised of $632.5 million of Notes due November 17, 2018 and Purchase Contracts. The Purchase Contracts obligated the holders to purchase, on November 17, 2015, 6.3 million shares, for $100 per share,potential dilution upon conversion of the Company’s 4.75% Series B Cumulative ConvertibleC Preferred Stock (the “Convertible Preferred Stock”).

In accordance withif the Purchase Contracts, on November 17, 2015,calculated market value is greater than the Company issued 6.3 million shares of Convertible Preferred Stock resulting in cash proceeds to the Company of $632.5 million. On November 18, 2015, the Company informed holders that it would redeem all outstanding shares of Convertible Preferred Stock on December 24, 2015 (the “Redemption Date”) at $100.49 per share in cash (the “Redemption Price”), which islower strike price but less than or equal to the liquidation preferenceupper strike price of $100 per sharethe capped call transactions. Should the calculated market value exceed the upper strike price of Convertible Preferred Stock, plus accruedthe capped call transactions, the dilution mitigation will be limited based on such capped value as determined under the terms of the contracts.

With respect to the impact on the Company, the capped call transactions and unpaid dividends thereon to, but excluding,2017 Equity Units, when taken together, result in the Redemption Date.economic equivalent of having the conversion price on the 2017 Equity Units at $178.58, the upper strike price of the capped call as of December 28, 2019.




The Company settled all conversions on December 24, 2015 by paying cash for the $100 par value, or $632.5 million in total, and issuing 2.9 million common shares for the excess value of the conversion feature above the $100 face value per share of Convertible Preferred Stock. The conversion rates used in calculating the Daily Conversion during the observation period, were 1.3763 (equivalent to a conversion price set at $72.66 per common share) prior to December 2, 2015 and 1.3789 (equivalent to a conversion price set at $72.52 per common share) on and after December 2, 2015.
In November 2010, contemporaneously with the issuance of the Convertible Preferred Units described above, the Company paid $50.3$25.1 million, or an average of $5.97$5.43 per option, to enter into capped call transactions (equity options) on 8.44.6 million shares of common stock with certain major financial institutions.stock. The purpose of the capped call transactions was to offset the common shares that may be deliverable upon conversion of shares of Convertible Preferred Stock. Refer to Note H, Long-Term Debt and Financing Arrangements, for further discussion. The $50.3$25.1 million premium paid was recorded as a reduction to equity.

of Shareowners’ Equity. The capped call transactions cover, subject to customary anti-dilution adjustments, the number of shares of common stock equal to the number of shares of common stock underlying the maximum number of shares of Convertible Preferred Stock issuable upon settlementaggregate fair value of the Purchase Contracts. Each of the capped call transactions had a term of approximately five years and initially had a lower strike price of $75.00, which corresponded to the initial conversion price of the Convertible Preferred Stock, and an upper strike price of $97.95, whichoptions at December 28, 2019 was approximately 60% higher than the closing price of the common stock on November 1, 2010. On August 5, 2015, the Company net-share settled the capped call options on its common stock and received 1,692,778 shares using an average reference price of $103.97 per common share.$36.0 million.
K. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive loss:
(Millions of Dollars)Currency translation adjustment and other Unrealized (losses) gains on cash flow hedges, net of tax Unrealized (losses) gains on net investment hedges, net of tax Pension (losses) gains, net of tax TotalCurrency translation adjustment and other Unrealized (losses) gains on cash flow hedges, net of tax Unrealized gains (losses) on net investment hedges, net of tax Pension (losses) gains, net of tax Total
Balance - January 3, 2015$(796.8) $(50.9) $(37.2) $(385.3) $(1,270.2)
Balance - December 30, 2017$(1,108.2) $(112.6) $3.4
 $(371.7) $(1,589.1)
Other comprehensive (loss) income before reclassifications(504.1) 21.2
 49.0
 21.3
 (412.6)(373.0) 70.4
 71.2
 (9.7) (241.1)
Reclassification adjustments to earnings
 (22.4) 
 11.0
 (11.4)
 15.4
 (11.3) 11.8
 15.9
Net other comprehensive (loss) income(504.1) (1.2) 49.0
 32.3
 (424.0)(373.0) 85.8
 59.9
 2.1
 (225.2)
Balance - January 2, 2016(1,300.9) (52.1) 11.8
 (353.0) (1,694.2)
Balance - December 29, 2018$(1,481.2) $(26.8) $63.3
 $(369.6) $(1,814.3)
Other comprehensive (loss) income before reclassifications(285.4) 9.1
 76.8
 (36.3) (235.8)(36.0) (40.5) 60.0
 (53.3) (69.8)
Reclassification adjustments to earnings
 (3.3) 
 12.1
 8.8

 13.1
 (26.0) 12.4
 (0.5)
Net other comprehensive (loss) income(285.4) 5.8
 76.8
 (24.2) (227.0)(36.0) (27.4) 34.0
 (40.9) (70.3)
Balance - December 31, 2016$(1,586.3) $(46.3) $88.6
 $(377.2) $(1,921.2)
Balance - December 28, 2019$(1,517.2) $(54.2) $97.3
 $(410.5) $(1,884.6)






(Millions of Dollars) 2019 2018  
Components of accumulated other comprehensive loss Reclassification adjustments Reclassification adjustments Affected line item in Consolidated Statements of Operations
Realized losses on cash flow hedges $(6.5) $(17.9) Cost of sales
Realized losses on cash flow hedges (16.2) (15.3) Interest expense
Total before taxes $(22.7) $(33.2)  
Tax effect 9.6
 17.8
 Income taxes
Realized losses on cash flow hedges, net of tax $(13.1) $(15.4)  
       
Realized gains on net investment hedges $34.2
 $15.0
 Other, net
Tax effect (8.2) (3.7) Income taxes
Realized gains on net investment hedges, net of tax $26.0
 $11.3
  
       
Actuarial losses and prior service costs / credits (15.3) (14.8) Other, net
Settlement losses 
 (1.0) (0.7) Other, net
Total before taxes (16.3) (15.5)  
Tax effect 3.9
 3.7
 Income taxes
Amortization of defined benefit pension items, net of tax $(12.4) $(11.8)  

(Millions of Dollars) 2016 2015  
Components of accumulated other comprehensive loss Reclassification adjustments Reclassification adjustments Affected line item in Consolidated Statements of Operations
Realized gains on cash flow hedges $21.7
 $57.4
 Cost of sales
Realized losses on cash flow hedges (15.1) (15.1) Interest Expense
Total before taxes $6.6
 $42.3
  
Tax effect (3.3) (19.9) Income taxes on continuing operations
Realized gains on cash flow hedges, net of tax $3.3
 $22.4
  
Amortization of defined benefit pension items:      
Actuarial losses and prior service costs / credits $(10.4) $(9.7) Cost of sales
Actuarial losses and prior service costs / credits (6.9) (6.4) Selling, general and administrative
Total before taxes (17.3) (16.1)  
Tax effect 5.2
 5.1
 Income taxes on continuing operations
Amortization of defined benefit pension items, net of tax $(12.1) $(11.0)  



L. EMPLOYEE BENEFIT PLANS

EMPLOYEE STOCK OWNERSHIP PLAN (“ESOP”) Most U.S. employees may contribute from 1% to make contributions that do not exceed 25% of their eligible compensation to a tax-deferred 401(k) savings plan, subject to restrictions under tax laws. Employees generally direct the investment of their own contributions into various investment funds. An employer match benefit is provided under the plan equal to one-half of each employee’s tax-deferred contribution up to the first 7% of their compensation. Participants direct the entire employer match benefit such that no participant is required to hold the Company’s common stock in their 401(k) account. The employer match benefit totaled $21.9$28.8 million, $21.1$28.0 million and $19.9$24.8 million in 2016, 20152019, 2018 and 2014,2017, respectively. In addition to the regular employer match, $4.3$0.7 million will bewas allocated to the employee's accounts for forfeitures and a surplus resulting from appreciation of the Company's share value in 2016.2018. There was no additional employer match allocated to employee's accounts in 2019 and 2017.

In addition, approximately 7,7009,400 U.S. salaried and non-union hourly employees are eligible to receive a non-contributory benefit under the Core benefit plan. Core benefit allocations range from 2% to 6% of eligible employee compensation based on age. Core transition benefit allocations and additional Core transition benefit allocations were made under the plan for the years 2011-2015 for certain employees who were previously eligible for Cornerstone account allocations (the predecessor to the Core benefit plan) and certain employees who were previously eligible to accrue benefits under specified defined benefit plans. No Core transition benefit allocations or additional Core transition benefit allocations were made after December 31, 2015. Allocations for benefits earned under the Core plan were $17.6$28.8 million, $29.0 million, and $25.4 million in 2016, $22.1 million in 20152019, 2018 and $20.7 million in 2014.2017, respectively. Assets held in participant Core accounts are invested in target date retirement funds which have an age-based allocation of investments.

Shares of the Company's common stock held by the ESOP were purchased with the proceeds of borrowings from the Company in 1991 ("1991 internal loan"). Shareowners' equity reflects a reduction equal to the cost basis of unearned (unallocated) shares purchased with the internal borrowings. In 2016, 20152019, 2018 and 2014,2017, the Company made additional contributions to the ESOP for $7.9 million, $7.2 million, $7.0 million, and $9.4$4.8 million, respectively, which were used by the ESOP to make additional payments on the 1991 internal loan. These payments triggered the release of 219,492, 184,753226,212, 207,049 and 230,032133,694 shares of unallocated stock in 2019, 2018 and 2017, respectively.

Net ESOP activity recognized is comprised of the cost basis of shares released, the cost of the aforementioned Core and 401(k) match defined contribution benefits, less the fair value of shares released and dividends on unallocated ESOP shares. The Company’s net ESOP activity resulted in income of $3.1$0.5 million in 20162019 and expense of $0.8$0.4 million in 20152018 and $0.7$1.3 million in 2014.2017. ESOP expense is affected by the market value of the Company’s common stock on the monthly dates when shares are released. The weighted-average market value of shares released averaged $112.12 in 2016, $101.79was $138.67 per share in 2015 and $88.052019, $139.45 per share in 2014.2018 and $138.60 per share in 2017.

Unallocated shares are released from the trust based on current period debt principal and interest payments as a percentage of total future debt principal and interest payments. Dividends on both allocated and unallocated shares may be used for debt service and to credit participant accounts for dividends earned on allocated shares. Dividends paid on the shares acquired with



the 1991 internal loan were used solely to pay internal loan debt service in all periods. Dividends on ESOP shares, which are charged to shareowners’ equity as declared, were $9.0$6.3 million in 2016, $9.72019, $7.7 million in 20152018 and $10.6$8.4 million in 2014,2017, net of the tax benefit which is recorded within equity.in earnings. Dividends on ESOP shares were utilized entirely for debt service in all years. Interest costs incurred by the ESOP on the 1991 internal loan, which have no earnings impact, were $3.1$0.5 million, $3.8$1.6 million and $4.7$2.2 million for 2016, 20152019, 2018 and 2014,2017, respectively. Both allocated and unallocated ESOP shares are treated as outstanding for purposes of computing earnings per share. As of December 31, 2016,28, 2019, the cumulative number of ESOP shares allocated to participant accounts was 14,145,330,15,418,053, of which participants held 2,386,9371,889,408 shares, and the number of unallocated shares was 1,396,027.122,681. At December 31, 2016,28, 2019, there were 21,732no released shares in the ESOP trust holding account pending allocation. The Company made cash contributions totaling $4.2$2.2 million in 2016, $4.42019, $2.3 million in 20152018 and $3.4$1.8 million in 20142017, excluding additional contributions of $7.9 million, $7.2 million, $7.0 million and $9.4$4.8 million in 2016, 20152019, 2018 and 2014,2017, respectively, as discussed previously.

PENSION AND OTHER BENEFIT PLANS — The Company sponsors pension plans covering most domestic hourly and certain executive employees, and approximately 14,50015,800 foreign employees. Benefits are generally based on salary and years of service, except for U.S. collective bargaining employees whose benefits are based on a stated amount for each year of service.

The Company contributes to a number of multi-employer plans for certain collective bargaining U.S. employees. The risks of participating in these multiemployermulti-employer plans are different from single-employer plans in the following aspects:
a. Assets contributed to the multiemployer plan by one employer may be used to provide benefit to employees of other participating employers.
b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be inherited by the remaining participating employers.
c. If the Company chooses to stop participating in some of its multiemployer
a.Assets contributed to the multi-employer plan by one employer may be used to provide benefit to employees of other participating employers.
b.If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be inherited by the remaining participating employers.
c.If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

In addition, the Company also contributes to a number of multiemployermulti-employer plans outside of the U.S. The foreign plans are insured, therefore, the Company’s obligation is limited to the payment of insurance premiums.

The Company has assessed and determined that none of the multiemployermulti-employer plans to which it contributes are individually significant to the Company’s financial statements. The Company does not expect to incur a withdrawal liability or expect to significantly increase its contributions over the remainder of the contract period.

In addition to the multiemployermulti-employer plans, various other defined contribution plans are sponsored worldwide.

The expense for such defined contribution plans, aside from the earlier discussed ESOP plans, is as follows:
(Millions of Dollars)2019
2018
2017
Multi-employer plan expense$7.2
 $7.3
 $7.2
Other defined contribution plan expense$36.2
 $12.9
 $27.5

(Millions of Dollars)2016
2015
2014
Multi-employer plan expense$5.1
 $4.0
 $4.0
Other defined contribution plan expense$15.4
 $11.7
 $14.0


The components of net periodic pension expense (benefit) expense are as follows:
 U.S. Plans Non-U.S. Plans
(Millions of Dollars)2019
2018
2017 2019 2018 2017
Service cost$12.3
 $7.5
 $8.7
 $14.6
 $15.2
 $13.7
Interest cost47.1
 42.8
 43.2
 30.3
 28.6
 29.1
Expected return on plan assets(61.7) (68.7) (64.4) (45.6) (46.5) (45.5)
Amortization of prior service cost (credit)1.0
 1.1
 1.1
 (0.6) (1.3) (1.2)
Actuarial loss amortization8.0
 7.8
 8.3
 8.6
 8.5
 9.4
Settlement / curtailment loss
 
 2.9
 1.0
 0.7
 12.7
Net periodic pension expense (benefit)$6.7
 $(9.5) $(0.2) $8.3
 $5.2
 $18.2

 U.S. Plans Non-U.S. Plans
(Millions of Dollars)2016
2015
2014 2016 2015 2014
Service cost$9.4
 $7.0
 $8.9
 $12.5
 $14.4
 $13.1
Interest cost45.3
 54.0
 56.4
 37.0
 46.8
 59.3
Expected return on plan assets(67.9) (74.9) (72.1) (44.5) (56.5) (61.0)
Prior service cost amortization5.2
 1.8
 1.1
 0.3
 0.9
 0.3
Actuarial loss amortization7.1
 7.2
 0.9
 5.9
 7.5
 7.0
Settlement / curtailment loss
 
 
 0.7
 1.5
 0.3
Net periodic pension (benefit) expense$(0.9) $(4.9) $(4.8) $11.9
 $14.6
 $19.0


The Company provides medical and dental benefits for certain retired employees in the United States, Brazil, and Canada. Approximately 13,30016,600 participants are covered under these plans. Net periodic post-retirement benefit expense was comprised of the following elements:



 Other Benefit Plans
(Millions of Dollars)2019
2018
2017
Service cost$0.3
 $0.5
 $0.6
Interest cost1.6
 1.6
 1.7
Amortization of prior service credit(1.4) (1.3) (1.4)
Actuarial loss amortization(0.3) 
 
Net periodic post-retirement expense$0.2
 $0.8
 $0.9

 Other Benefit Plans
(Millions of Dollars)2016
2015
2014
Service cost$0.6
 $0.5
 $1.0
Interest cost1.7
 2.1
 2.7
Prior service credit amortization(1.2) (1.3) (1.4)
Actuarial loss amortization
 
 (0.1)
Net periodic post-retirement expense$1.1
 $1.3
 $2.2


In the first quarter of 2016, the Company changed the method used to estimate the service and interest cost components of net periodic pension (benefit) expense. The new estimation method uses a full yield curve approach by applying specific spot rates along the yield curve used in the determination of the pension benefit obligation, to their underlying projected cash flows, and provides a more precise measurement of the service and interest cost components. Previously, the Company used a single weighted average discount rate derived from the corresponding yield curve used to measure the pension benefit obligation. The change is applied prospectively as a change in estimate that is inseparable from a change in accounting principle and reduced service and interest cost forFor the year ended December 31, 201630, 2017, the Company recorded pre-tax charges of approximately $12.2 million, reflecting losses previously reported in accumulated other comprehensive loss, related to a non-U.S. pension plan for which the Company settled its obligation by approximately $13.9 million.purchasing an annuity and making lump sum payments to participants. Also, in accordance with policy, $2.9 million and $0.5 million in pre-tax settlement and curtailment losses were recorded for other U.S. and non-U.S. plans, respectively, in December 2017 due to standard lump sum benefit payments elected exceeding the sum of service cost and interest cost.


Changes in plan assets and benefit obligations recognized in accumulated other comprehensive loss in 20162019 are as follows:
(Millions of Dollars)2019
Current year actuarial loss$63.3
Amortization of actuarial loss(15.3)
Prior service cost from plan amendments2.1
Settlement / curtailment loss(1.0)
Currency / other4.2
Total loss recognized in accumulated other comprehensive loss (pre-tax)$53.3

(Millions of Dollars)2016
Current year actuarial loss$122.1
Amortization of actuarial loss(13.0)
Prior service credit from plan amendments(39.4)
Amortization of prior service costs(4.3)
Settlement / curtailment loss(0.8)
Currency / other(31.1)
Total increase recognized in accumulated other comprehensive loss (pre-tax)$33.5



The amounts in Accumulated other comprehensive loss expected to be recognized as components of net periodic benefit costs during 20172020 total $15.1$19.7 million, representing amortization of actuarial losses.



The changes in the pension and other post-retirement benefit obligations, fair value of plan assets, as well as amounts recognized in the Consolidated Balance Sheets, are shown below.
U.S. Plans Non-U.S. Plans Other BenefitsU.S. Plans Non-U.S. Plans Other Benefits
(Millions of Dollars)2016
2015
2016
2015
2016
20152019
2018
2019
2018
2019
2018
Change in benefit obligation                      
Benefit obligation at end of prior year$1,385.7
 $1,460.5
 $1,374.2
 $1,540.4
 $61.0
 $69.8
$1,260.9
 $1,365.3
 $1,305.3
 $1,446.1
 $44.8
 $52.3
Service cost9.4
 7.0
 12.5
 14.4
 0.6
 0.5
12.3
 7.5
 14.6
 15.2
 0.3
 0.5
Interest cost45.3
 54.0
 37.0
 46.8
 1.7
 2.1
47.1
 42.8
 30.3
 28.6
 1.6
 1.6
Settlements/curtailments
 
 (5.7) (8.0) 
 

 
 (6.0) (4.3) 
 
Actuarial loss (gain)41.5
 (45.8) 229.7
 (86.7) (0.7) (2.1)130.4
 (106.2) 140.6
 (64.1) 8.6
 (6.2)
Plan amendments1.8
 5.8
 (40.4) 0.2
 (0.8) 
1.4
 0.2
 0.7
 16.0
 
 0.1
Foreign currency exchange rates
 
 (190.0) (76.2) 0.3
 (1.5)
 
 25.8
 (77.0) 
 (1.0)
Participant contributions
 
 0.3
 0.3
 
 

 
 0.3
 0.3
 
 
Expenses paid from assets and other(5.5) (3.4) (2.0) (1.3) 
 
Acquisitions, divestitures, and other(10.0) 34.0
 (2.2) 3.4
 2.4
 1.9
Benefits paid(119.2) (92.4) (55.8) (55.7) (7.9) (7.8)(116.7) (82.7) (59.5) (58.9) (5.5) (4.4)
Benefit obligation at end of year$1,359.0
 $1,385.7
 $1,359.8
 $1,374.2
 $54.2
 $61.0
$1,325.4
 $1,260.9
 $1,449.9
 $1,305.3
 $52.2
 $44.8
Change in plan assets                      
Fair value of plan assets at end of prior year$1,081.5
 $1,174.1
 $1,047.3
 $1,115.7
 $
 $
$1,020.7
 $1,114.1
 $974.3
 $1,099.2
 $
 $
Actual return on plan assets90.9
 (19.3) 169.4
 8.3
 
 
190.0
 (52.9) 133.2
 (18.6) 
 
Participant contributions
 
 0.3
 0.3
 
 

 
 0.3
 0.3
 
 
Employer contributions19.4
 22.5
 29.5
 35.5
 7.9
 7.8
19.5
 19.4
 22.6
 20.9
 5.5
 4.4
Settlements
 
 (5.5) (6.4) 
 

 
 (5.6) (4.2) 
 
Foreign currency exchange rate changes
 
 (167.9) (48.2) 
 

 
 30.4
 (61.5) 
 
Expenses paid from assets and other(5.5) (3.4) (2.0) (2.2) 
 
Acquisitions, divestitures, and other(10.0) 22.8
 (2.2) (2.9) 
 
Benefits paid(119.2) (92.4) (55.8) (55.7) (7.9) (7.8)(116.7) (82.7) (59.5) (58.9) (5.5) (4.4)
Fair value of plan assets at end of plan year$1,067.1
 $1,081.5
 $1,015.3
 $1,047.3
 $
 $
$1,103.5
 $1,020.7
 $1,093.5
 $974.3
 $
 $
Funded status — assets less than benefit obligation$(291.9) $(304.2) $(344.5) $(326.9) $(54.2) $(61.0)$(221.9) $(240.2) $(356.4) $(331.0) $(52.2) $(44.8)
Unrecognized prior service cost (credit)5.8
 9.1
 (35.0) 2.3
 (6.2) (6.6)4.7
 4.3
 (17.5) (18.2) (2.0) (3.4)
Unrecognized net actuarial loss267.2
 255.8
 296.7
 233.5
 0.5
 1.4
Unrecognized net transition obligation
 
 0.1
 0.1
 
 
Unrecognized net actuarial loss (gain)266.2
 272.0
 318.7
 270.8
 1.1
 (7.6)
Net amount recognized$(18.9) $(39.3) $(82.7) $(91.0) $(59.9) $(66.2)$49.0
 $36.1
 $(55.2) $(78.4) $(53.1) $(55.8)

 U.S. Plans Non-U.S. Plans Other Benefits
(Millions of Dollars)2019
2018
2019
2018 2019 2018
Amounts recognized in the Consolidated Balance Sheets           
Prepaid benefit cost (non-current)$
 $
 $0.1
 $1.0
 $
 $
Current benefit liability(7.6) (7.7) (9.1) (9.1) (4.5) (4.8)
Non-current benefit liability(214.3) (232.5) (347.4) (322.9) (47.7) (40.0)
Net liability recognized$(221.9) $(240.2) $(356.4) $(331.0) $(52.2) $(44.8)
Accumulated other comprehensive loss (pre-tax):           
Prior service cost (credit)$4.7
 $4.3
 $(17.5) $(18.2) $(2.0) $(3.4)
Actuarial loss (gain)266.2
 272.0
 318.7
 270.8
 1.1
 (7.6)
 $270.9
 $276.3
 $301.2
 $252.6
 $(0.9) $(11.0)
Net amount recognized$49.0
 $36.1
 $(55.2) $(78.4) $(53.1) $(55.8)




 U.S. Plans Non-U.S. Plans Other Benefits
(Millions of Dollars)2016
2015
2016
2015 2016 2015
Amounts recognized in the Consolidated Balance Sheets           
Prepaid benefit cost (non-current)$
 $
 $0.2
 $2.9
 $
 $
Current benefit liability(25.8) (11.0) (10.0) (7.9) (5.9) (6.7)
Non-current benefit liability(266.1) (293.2) (334.7) (321.9) (48.3) (54.3)
Net liability recognized$(291.9) $(304.2) $(344.5) $(326.9) $(54.2) $(61.0)
Accumulated other comprehensive loss (pre-tax):           
Prior service cost (credit)$5.8
 $9.1
 $(35.0) $2.3
 $(6.2) $(6.6)
Actuarial loss267.2
 255.8
 296.7
 233.5
 0.5
 1.4
Transition liability
 
 0.1
 0.1
 
 
 $273.0
 $264.9
 $261.8
 $235.9
 $(5.7) $(5.2)
Net amount recognized$(18.9) $(39.3) $(82.7) $(91.0) $(59.9) $(66.2)
The accumulated benefit obligation for all defined benefit pension plans was $2,666.7 million$2.768 billion at December 31, 201628, 2019 and $2,714.0 million$2.513 billion at January 2, 2016.December 29, 2018. Information regarding pension plans in which accumulated benefit obligations exceed plan assets follows:
 U.S. Plans Non-U.S. Plans
(Millions of Dollars)2019
2018
2019
2018
Projected benefit obligation$1,325.4
 $1,260.9
 $1,447.2
 $1,275.7
Accumulated benefit obligation$1,323.7
 $1,257.6
 $1,390.1
 $1,228.6
Fair value of plan assets$1,103.5
 $1,020.7
 $1,090.8
 $945.0

 U.S. Plans Non-U.S. Plans
(Millions of Dollars)2016
2015
2016
2015
Projected benefit obligation$1,359.0
 $1,385.7
 $1,334.1
 $894.5
Accumulated benefit obligation$1,353.0
 $1,383.9
 $1,290.7
 $855.5
Fair value of plan assets$1,067.1
 $1,081.5
 $990.5
 $566.9
Information regarding pension plans in which projected benefit obligations (inclusive of anticipated future compensation increases) exceed plan assets follows:
 U.S. Plans Non-U.S. Plans
(Millions of Dollars)2019 2018 2019 2018
Projected benefit obligation$1,325.4
 $1,260.9
 $1,448.6
 $1,301.7
Accumulated benefit obligation$1,323.7
 $1,257.6
 $1,391.2
 $1,252.7
Fair value of plan assets$1,103.5
 $1,020.7
 $1,092.0
 $969.7
 U.S. Plans Non-U.S. Plans
(Millions of Dollars)2016 2015 2016 2015
Projected benefit obligation$1,359.0
 $1,385.7
 $1,359.0
 $921.7
Accumulated benefit obligation$1,353.0
 $1,383.9
 $1,313.2
 $879.4
Fair value of plan assets$1,067.1
 $1,081.5
 $1,014.4
 $591.9

The major assumptions used in valuing pension and post-retirement plan obligations and net costs were as follows:
 Pension Benefits  
 U.S. Plans Non-U.S. Plans Other Benefits
 2019 2018 2017 2019 2018 2017 2019 2018 2017
Weighted-average assumptions used to determine benefit obligations at year end:                 
Discount rate3.20% 4.20% 3.53% 1.80% 2.62% 2.24% 3.64% 4.03% 3.53%
Rate of compensation increase3.50% 3.00% 3.00% 3.30% 3.44% 3.45% 3.50% 3.50% 3.50%
Weighted-average assumptions used to determine net periodic benefit cost:                 
Discount rate - service cost4.43% 3.72% 4.10% 2.37% 2.15% 2.27% 5.22% 5.11% 4.53%
Discount rate - interest cost3.86% 3.16% 3.30% 2.37% 2.20% 2.31% 4.04% 3.77% 2.93%
Rate of compensation increase3.00% 3.00% 3.00% 3.44% 3.45% 3.63% 3.50% 3.50% 3.50%
Expected return on plan assets6.25% 6.25% 6.25% 4.73% 4.37% 4.41% 
 
 
 Pension Benefits  
 U.S. Plans Non-U.S. Plans Other Benefits
 2016 2015 2014 2016 2015 2014 2016 2015 2014
Weighted-average assumptions used to determine benefit obligations at year end:                 
Discount rate4.00% 4.25% 3.75% 2.50% 3.25% 3.25% 3.50% 3.75% 3.25%
Rate of compensation increase3.00% 6.00% 6.00% 3.75% 3.25% 3.50% 3.50% 3.50% 3.50%
Weighted-average assumptions used to determine net periodic benefit cost:                 
Discount rate4.25% 3.75% 4.50% 3.25% 3.25% 4.00% 3.75% 3.25% 4.00%
Rate of compensation increase6.00% 6.00% 6.00% 3.25% 3.50% 3.75% 3.50% 3.50% 3.50%
Expected return on plan assets6.50% 6.50% 7.00% 4.75% 5.25% 5.75% 
 
 



The expected rate of return on plan assets is determined considering the returns projected for the various asset classes and the relative weighting for each asset class. The Company will use a 5.35%4.70% weighted-average expected rate of return assumption to determine the 20172020 net periodic benefit cost.
PENSION PLAN ASSETS — Plan assets are invested in equity securities, government and corporate bonds and other fixed income securities, money market instruments and insurance contracts. The Company’s worldwide asset allocations at December 31, 201628, 2019 and January 2, 2016December 29, 2018 by asset category and the level of the valuation inputs within the fair value hierarchy established by ASC 820, Fair Value Measurement, are as follows (in millions):follows:


Asset Category2016 Level 1 Level 2
Asset Category (Millions of Dollars)
2019 Level 1 Level 2
Cash and cash equivalents$50.8
 $35.3
 $15.5
$35.8
 $16.1
 $19.7
Equity securities          
U.S. equity securities303.8
 100.7
 203.1
321.4
 111.1
 210.3
Foreign equity securities254.1
 75.8
 178.3
259.4
 95.8
 163.6
Fixed income securities          
Government securities687.0
 227.0
 460.0
741.6
 271.5
 470.1
Corporate securities687.9
 

 687.9
751.5
 
 751.5
Insurance contracts35.0
 

 35.0
39.0
 
 39.0
Other63.8
 

 63.8
48.3
 
 48.3
Total$2,082.4
 $438.8
 $1,643.6
$2,197.0
 $494.5
 $1,702.5
 
Asset Category (Millions of Dollars)
2018 Level 1 Level 2
Cash and cash equivalents$139.5
 $113.6
 $25.9
Equity securities     
U.S. equity securities248.7
 83.4
 165.3
Foreign equity securities220.0
 85.2
 134.8
Fixed income securities     
Government securities642.3
 205.5
 436.8
Corporate securities656.6
 
 656.6
Insurance contracts37.1
 
 37.1
Other50.8
 
 50.8
Total$1,995.0
 $487.7
 $1,507.3
Asset Category2015 Level 1 Level 2
Cash and cash equivalents$58.1
 $39.7
 $18.4
Equity securities     
U.S. equity securities296.3
 50.4
 245.9
Foreign equity securities269.0
 43.2
 225.8
Fixed income securities     
Government securities696.7
 248.3
 448.4
Corporate securities716.9
 
 716.9
Insurance contracts33.2
 
 33.2
Other58.6
 
 58.6
Total$2,128.8
 $381.6
 $1,747.2

U.S. and foreign equity securities primarily consist of companies with large market capitalizations and to a lesser extent mid and small capitalization securities. Government securities primarily consist of U.S. Treasury securities and foreign government securities with de minimus default risk. Corporate fixed income securities include publicly traded U.S. and foreign investment grade and to a small extent high yield securities. Assets held in insurance contracts are invested in the general asset pools of the various insurers, mainly debt and equity securities with guaranteed returns. Other investments include diversified private equity holdings. The level 2 investments are primarily comprised of institutional mutual funds that are not publicly traded; the investments held in these mutual funds are generally level 1 publicly traded securities.


The Company's investment strategy for pension assets focuses on a liability-matching approach with gradual de-risking taking place over a period of many years.  The Company utilizes the current funded status to transition the portfolio toward investments that better match the duration and cash flow attributes of the underlying liabilities. Assets approximating 50% of the Company's current pension liabilities have been invested in fixed income securities, using a liability / asset matching duration strategy, with the primary goal of mitigating exposure to interest rate movements and preserving the overall funded status of the underlying plans. Plan assets are broadly diversified and are invested to ensure adequate liquidity for immediate and medium term benefit payments. The Company’s target asset allocations include 25%-45%approximately 20%-40% in equity securities, approximately 50%-70% in fixed income securities and up toapproximately 10% in other securities. In 2016 and 2015,2019, the funded status percentage (total plan assets divided by total projected benefit obligation) of all global pension plans was 77%79%, improved from 76%which is consistent with 78% in 2014.2018 and 79% in 2017.


CONTRIBUTIONS The Company’s funding policy for its defined benefit plans is to contribute amounts determined annually on an actuarial basis to provide for current and future benefits in accordance with federal law and other regulations. The Company expects to contribute approximately $65.6$38 million to its pension and other post-retirement benefit plans in 2017.2020.



EXPECTED FUTURE BENEFIT PAYMENTS Benefit payments, inclusive of amounts attributable to estimated future employee service, are expected to be paid as follows over the next 10 years:years:
(Millions of Dollars) Total Year 1 Year 2 Year 3 Year 4 Year 5 Years 6-10
Future payments $1,393.7
 $138.5
 $138.6
 $139.1
 $140.9
 $139.8
 $696.8
(Millions of Dollars) Total Year 1 Year 2 Year 3 Year 4 Year 5 Years 6-10
Future payments $1,451.4
 $187.9
 $139.4
 $137.3
 $139.5
 $141.6
 $705.7

These benefit payments will be funded through a combination of existing plan assets, the returns on those assets, and amounts to be contributed in the future by the Company.


HEALTH CARE COST TRENDS The weighted averageweighted-average annual assumed rate of increase in the per-capita cost of covered benefits (i.e., health care cost trend rate) is assumed to be 7.0%6.6% for 2017,2020, reducing gradually to 4.5%5.0% by 2028 and remaining at that level thereafter. A one percentage point change in the assumed health care cost trend rate would affect the post-retirement benefit obligation as of December 31, 201628, 2019 by approximately $1.6$0.7 million to $1.8$0.9 million, and would have an immaterial effect on the net periodic post-retirement benefit cost.

M. FAIR VALUE MEASUREMENTS
FASB ASC 820, "FairFair 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 derivative financial instruments that are employed to manage risks, including foreign currency and interest rate exposures.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 derivativesthese financial instruments through the use of matrix or model pricing, which utilizes observable inputs such as market interest and currency rates. When determining the fair value of these financial instruments 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 counter-party.counterparty.
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
December 28, 2019       
Money market fund$1.2
 $1.2
 $
 $
Derivative assets$29.3
 $
 $29.3
 $
Derivative liabilities$65.5
 $
 $65.5
 $
Non-derivative hedging instrument$335.5
 $
 $335.5
 $
Contingent consideration liability$196.1
 $
 $
 $196.1
December 29, 2018       
Money market fund$4.8
 $4.8
 $
 $
Derivative assets$32.9
 $
 $32.9
 $
Derivative liabilities$21.3
 $
 $21.3
 $
Non-derivative hedging instrument$228.9
 $
 $228.9
 $
Contingent consideration liability$169.2
 $
 $
 $169.2
(Millions of Dollars)
Total
Carrying
Value
 Level 1 Level 2
December 31, 2016     
Money market fund$4.3
 $4.3
 $
Derivative assets$110.2
 $
 $110.2
Derivative liabilities$97.6
 $
 $97.6
January 2, 2016:     
Money market fund$7.0
 $7.0
 $
Derivative assets$79.3
 $
 $79.3
Derivative liabilities$96.1
 $
 $96.1
The Company had no significant non-recurring fair value measurements, nor any financial assets or liabilities measured using Level 3 inputs, during 2016 and 2015.
As discussed in Note T, Divestitures, the Company recorded a pre-tax impairment loss of $60.7 million in the fourth quarter of 2014 in order to measure the Security segment's Spain and Italy operations at their estimated fair values less cost to sell. The estimated fair values were determined using Level 3 inputs, including relevant market information as well as a discounted cash flow analysis based on estimated projections.



The following table presents the carrying values and fair values ofprovides information about the Company's financial assets and liabilities as well as the Company's debt, as of December 31, 2016 and January 2, 2016:not carried at fair value:
 
 December 28, 2019 December 29, 2018
(Millions of Dollars)
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Other investments$14.4
 $14.8
 $7.6
 $7.7
Long-term debt, including current portion$3,179.5
 $3,601.0
 $3,822.3
 $3,905.4
 December 31, 2016 January 2, 2016
(Millions of Dollars)
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Other investments$8.9
 $9.2
 $11.7
 $11.7
Derivative assets$110.2
 $110.2
 $79.3
 $79.3
Derivative liabilities$97.6
 $97.6
 $96.1
 $96.1
Long-term debt, including current portion$3,823.1
 $3,967.4
 $3,797.2
 $4,034.4

The money market fund and other investments relaterelated to the West Coast Loading Corporation ("WCLC") trust and are considered Level 1 instruments within the fair value hierarchy. 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 December 31, 201628, 2019 and January 2, 2016.December 29, 2018. The fair values of foreign currency and interest rate swap agreements, comprising the derivative assets and liabilitiesfinancial instruments in the table above are based on current settlement values.
As discussedpart of the Craftsman® brand acquisition in Note B, Accounts and Notes Receivable,March 2017, the Company hasrecorded a deferred purchase price receivable relatedcontingent 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 trade receivables.Craftsman products in new Stanley Black & Decker channels through March 2032, which was valued at $134.5 million as of the acquisition date. The deferred purchase price receivablefirst payment is due the second quarter of 2020 relating to royalties owed for the previous twelve quarters, and future payments will be repaid in cash as receivables are collected, generally within 30 days, and as suchdue quarterly through the carryingfirst quarter of 2032. The estimated fair value of the receivable approximatescontingent 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.value of the contingent consideration liability was $196.1 million and $169.2 million as of December 28, 2019 and December 29, 2018, respectively. The change in fair value during 2019 was recorded in SG&A in the Consolidated Statements of Operations. A 100 basis point reduction in the discount rate would result in an increase to the liability of approximately $7.5 million as of December 28, 2019.
The Company had no significant non-recurring fair value measurements, nor any other financial assets or liabilities measured using Level 3 inputs, during 2019 or 2018.
Refer to Note I, Derivative Financial Instruments, for more details regarding derivative financial instruments, Note S, Contingencies, for more details regarding the other investments related to the WCLC trust, and Note H, Long-Term Debt and Financing Arrangements, for more information regarding the carrying values of the Company's long-term debt.

O. RESTRUCTURING CHARGES AND ASSET IMPAIRMENTS
A summary of the restructuring reserve activity from January 2, 2016 to December 31, 2016 is as follows (in millions):
 1/2/2016 Net Additions Usage Currency 12/31/2016
Severance and related costs$44.3
 $27.3
 $(50.0) $(0.2) $21.4
Facility closures and asset impairments14.4
 21.7
 (21.0) (0.9) 14.2
Total$58.7
 $49.0
 $(71.0) $(1.1) $35.6
During 2016, the Company recognized net restructuring charges and asset impairments of $49.0 million. This amount reflects $27.3 million of net severance charges associated with the reduction of 1,326 employees. The Company also recognized $11.0 million of facility closure costs and $10.7 million of asset impairments.
The majority of the $35.6 million of reserves remaining as of December 31, 2016 is expected to be utilized within the next twelve months.
Segments: The $49 million of net restructuring charges and asset impairments for the twelve months ended December 31, 2016 includes: $13 million of net charges pertaining to the Tools & Storage segment; $17 million of net charges pertaining to the Security segment; $9 million of net charges pertaining to the Industrial segment; and $10 million of net charges pertaining to Corporate.
N. OTHER COSTS AND EXPENSES
Other-netOther, net is primarily comprised of intangible asset amortization expense (see Note F, Goodwill and Intangible Assets), currency relatedcurrency-related gains or losses, environmental remediation expense, and other charges primarily consisting of merger and acquisition-related transaction and consulting costs, as well asand certain pension curtailmentsgains or losses. Acquisition-related transaction and settlements.consulting costs of $30.2 million and $30.4 million were included in Other, net for the years ended December 28, 2019 and December 29, 2018, respectively. In addition, Other, net included a $77.7 million environmental remediation charge recorded in 2018 related to a settlement with the Environmental Protection Agency ("EPA"). Refer to Note S, Contingencies, for further discussion of the EPA settlement.
Research and development costs, which are classified in SG&A, were $204.4$255.2 million, $188.0$275.8 million and $174.6$252.3 million for fiscal years 2016, 20152019, 2018 and 2014,2017, respectively.





O. RESTRUCTURING CHARGES
A summary of the restructuring reserve activity from December 29, 2018 to December 28, 2019 is as follows:
(Millions of Dollars)December 29, 2018 Net
Additions
 Usage Currency December 28, 2019
Severance and related costs$105.7
 $131.9
 $(97.4) $0.1
 $140.3
Facility closures and asset impairments3.1
 22.2
 (17.9) 0.1
 7.5
Total$108.8
 $154.1
 $(115.3) $0.2
 $147.8

During 2019, the Company recognized net restructuring charges of $154.1 million, primarily related to severance costs associated with a cost reduction program announced in the third quarter of 2019. Current and expected actions of the program include headcount reductions across the Company as well as footprint rationalization opportunities.
The majority of the $147.8 million of reserves remaining as of December 28, 2019 is expected to be utilized within the next 12 months.

Segments: The $154 million of net restructuring charges for the year ended December 28, 2019 includes: $63 million pertaining to the Tools & Storage segment; $27 million pertaining to the Industrial segment; $18 million pertaining to the Security segment; and $46 million pertaining to Corporate.

P. BUSINESS SEGMENTS AND GEOGRAPHIC AREAS
As previously discussed, in the first quarter of 2015 the Company combined the CDIY business with certain complementary elements of the IAR and Healthcare businesses (formerly part of the Industrial and Security segments, respectively) to form one Tools & Storage business. The Company recast segment net sales and profit for all years to align with this change in organizational structure. There was no impact to the consolidated financial statements of the Company as a result of this change.
The Company classifies its businessCompany's operations are classified into three3 reportable segments, which also represent its operating segments: Tools & Storage, SecurityIndustrial and Industrial.Security.


The Tools & Storage segment is comprised of the Power Tools & Equipment ("PTE") and Hand Tools, Accessories & Storage ("HTAS") businesses. The Power ToolsPTE business includes both professional and consumer products. Professional products include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders, as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, concrete and masonry anchors. Consumer products include corded and cordless electric power tools sold primarily under the BLACK+DECKERDECKER® brand, lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, edgers and related accessories, and home products such as hand heldhand-held vacuums, paint tools and cleaning appliances.
The HTAS business sells hand tools, power tool accessories and storage products. Hand tools include measuring, leveling and layout tools, planes, hammers, demolition tools, clamps, vises, knives, saws, chisels and industrial and automotive tools. Power tool accessories include drill bits, screwdriver bits, router bits, abrasives, saw blades and saw blades.threading products. Storage products include tool boxes, sawhorses, medical cabinets and engineered storage solution products.
The Industrial segment is comprised of the Engineered Fastening and Infrastructure businesses. The Engineered Fastening business primarily sells engineered fastening products and systems designed for specific applications. The product lines include 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, and high-strength structural fasteners. The Infrastructure business consists of the Oil & Gas and Attachment Tools product lines. Oil & Gas sells and rents custom pipe handling, joint welding and coating equipment used in the construction of large and small diameter pipelines, and provides pipeline inspection services. Attachment Tools sells hydraulic tools, attachments and accessories.
The Security segment is comprised of the Convergent Security Solutions ("CSS") and Mechanical Access Solutions ("MAS") businesses. The CSS business designs, supplies and installs commercial electronic security systems and provides electronic security services, including alarm monitoring, video surveillance, fire alarm monitoring, systems integration and system maintenance. Purchasers of these systems typically contract for ongoing security systems monitoring and maintenance at the time of initial equipment installation. The business also sells healthcare solutions, which marketsinclude asset tracking, infant protection, pediatric protection, patient protection, wander management, fall management, and emergency call products. The MAS business primarily sells automatic doors, commercial hardware, locking mechanisms, electronic keyless entry systems, keying systems, tubular and mortise door locksets.doors.
The Industrial segment is comprised of the Engineered Fastening and Infrastructure businesses. The Engineered Fastening business primarily sells engineered fastening products and systems designed for specific applications. The product lines include stud welding systems, blind rivets and tools, blind inserts and tools, drawn arc weld studs, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, and high-strength structural fasteners. The Infrastructure business consists of the Oil & Gas and Hydraulics businesses. The Oil & Gas business sells and rents custom pipe handling, joint welding and coating equipment used in the construction of large and small diameter pipelines, and provides pipeline inspection services. The Hydraulics business sells hydraulic tools and accessories.
The Company utilizes segment profit, which is defined as net sales minus cost of sales and SG&A inclusive of the provision for doubtful accounts (aside from corporate overhead expense), and segment profit as a percentage of net sales to assess the profitability of each segment. Segment profit excludes the corporate overhead expense element of SG&A, interest income, interest expense, other-netother, net (inclusive of intangible asset amortization expense), gain or loss on sales of businesses, pension settlement, restructuring charges, loss on debt extinguishment, interest income, interest expense, income taxes and income taxes. Refer to Note O, Restructuring Charges and Asset Impairments, for the amountshare of net restructuring charges by segment, and Note F, Goodwill and Intangible Assets, for intangible amortization expense by segment.loss of equity method investment. Corporate overhead is comprised of world headquarters facility expense, cost for the executive management team and cost forexpenses pertaining to certain centralized functions that benefit the entire Company but are not directly attributable to the businesses, such as legal and corporate finance functions. Refer to Note F, Goodwill and Intangible Assets,and Note O, Restructuring Charges, for the amount of intangible asset amortization expense and net restructuring charges, respectively, attributable to each segment. Transactions between segments are not material. Segment assets primarily include cash, accounts receivable, inventory, other current assets, property, plant and equipment, intangibleright-of-use lease assets and other miscellaneousintangible 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.



BUSINESS SEGMENTS
(Millions of Dollars)2019 2018 2017
Net Sales     
Tools & Storage$10,062.1
 $9,814.0
 $9,045.0
Industrial2,434.7
 2,187.8
 1,974.3
Security1,945.4
 1,980.6
 1,947.3
Consolidated$14,442.2
 $13,982.4
 $12,966.6
Segment Profit     
Tools & Storage$1,533.3
 $1,393.1
 $1,438.9
Industrial334.1
 319.8
 345.9
Security126.6
 169.3
 211.7
Segment Profit1,994.0
 1,882.2
 1,996.5
Corporate overhead(229.5) (202.8) (217.4)
Other, net(249.1) (287.0) (269.2)
Gain (loss) on sales of businesses17.0
 (0.8) 264.1
Pension settlement
 
 (12.2)
Restructuring charges(154.1) (160.3) (51.5)
Loss on debt extinguishment(17.9) 
 
Interest income53.9
 68.7
 40.1
Interest expense(284.3) (277.9) (222.6)
Earnings before income taxes and equity interest$1,130.0
 $1,022.1
 $1,527.8
Capital and Software Expenditures     
Tools & Storage$297.2
 $353.7
 $327.2
Industrial89.6
 95.8
 76.2
Security37.9
 42.6
 39.0
Consolidated$424.7
 $492.1
 $442.4
Depreciation and Amortization     
Tools & Storage$327.8
 $300.1
 $271.9
Industrial159.3
 125.9
 107.4
Security73.1
 80.5
 81.4
Consolidated$560.2
 $506.5
 $460.7
Segment Assets     
Tools & Storage$13,642.4
 $13,122.6
 $12,870.3
Industrial4,207.0
 3,620.5
 3,413.3
Security3,448.6
 3,413.6
 3,407.0
 21,298.0
 20,156.7
 19,690.6
Corporate assets(701.4) (748.7) (592.9)
Consolidated$20,596.6
 $19,408.0
 $19,097.7

(Millions of Dollars)2016 2015 2014
Net Sales     
Tools & Storage$7,469.2
 $7,140.7
 $7,033.0
Security2,097.4
 2,092.9
 2,261.2
Industrial1,840.3
 1,938.2
 2,044.4
Consolidated$11,406.9
 $11,171.8
 $11,338.6
Segment Profit     
Tools & Storage$1,266.9
 $1,170.1
 $1,074.4
Security269.2
 239.6
 259.2
Industrial304.4
 339.9
 350.6
Segment Profit1,840.5
 1,749.6
 1,684.2
Corporate overhead(197.2) (164.0) (177.4)
Other-net(196.9) (222.0) (239.6)
Restructuring charges and asset impairments(49.0) (47.6) (18.8)
Interest income23.2
 15.2
 13.6
Interest expense(194.5) (180.4) (177.2)
Earnings from continuing operations before income taxes$1,226.1
 $1,150.8
 $1,084.8
Capital and Software Expenditures     
Tools & Storage$227.3
 $191.7
 $183.0
Security38.6
 35.9
 27.9
Industrial81.1
 83.8
 74.3
Discontinued operations
 
 5.8
Consolidated$347.0
 $311.4
 $291.0
Depreciation and Amortization     
Tools & Storage$203.0
 $196.5
 $193.9
Security98.2
 105.2
 127.8
Industrial106.8
 112.3
 122.5
Discontinued operations$
 $
 $5.6
Consolidated$408.0
 $414.0
 $449.8
Segment Assets     
Tools & Storage$8,512.4
 $8,492.9
 $8,568.2
Security3,139.0
 3,741.6
 3,972.0
Industrial3,359.0
 3,438.7
 3,501.8
 15,010.4
 15,673.2
 16,042.0
Assets held for sale523.4
 
 29.5
Corporate assets101.1
 (545.4) (268.1)
Consolidated$15,634.9
 $15,127.8
 $15,803.4

Corporate assets primarily consist of cash, equity method investment, deferred taxes, and property, plant and equipment. Based on the nature of the Company's cash pooling arrangements, at times corporate-related cash accounts will be in a net liability position.



Sales to the Home DepotLowe's were 14%approximately 21%, 13%,17% and 11%16% of the Tools & Storage segment net sales in 2016, 20152019, 2018 and 2014,2017, respectively. Sales to LowesThe Home Depot were approximately 15%, 14%, and 13% of the Tools & Storage segment net sales in 2016, 20152019, 2018 and 2014,2017, respectively.



As described in Note A, Significant Accounting Policies, 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 years ended December 28, 2019 and December 29, 2018, the majority of the Company’s revenue was recognized at the time of sale. The following table provides the percent of total segment revenue recognized over time for the Industrial and Security segments for the years ended December 28, 2019, December 29, 2018 and December 30, 2017:


2019 2018 2017
Industrial10.9% 11.9% 13.4%
Security45.8% 44.9% 48.1%

The following table is a further disaggregation of the Industrial segment revenue for the years ended December 28, 2019, December 29, 2018 and December 30, 2017:
(Millions of Dollars)2019 2018 2017
Engineered Fastening$1,738.5
 $1,766.6
 $1,554.3
Infrastructure696.2
 421.2
 420.0
Industrial$2,434.7
 $2,187.8
 $1,974.3

GEOGRAPHIC AREAS
(Millions of Dollars)2019 2018 2017
Net Sales     
United States$8,472.1
 $7,700.3
 $7,025.7
Canada609.9
 628.3
 583.3
Other Americas717.9
 801.5
 790.7
France610.2
 627.8
 623.8
Other Europe2,870.8
 2,989.9
 2,791.1
Asia1,161.3
 1,234.6
 1,152.0
Consolidated$14,442.2
 $13,982.4
 $12,966.6
Property, Plant & Equipment     
United States$1,046.8
 $1,018.3
 $850.2
Canada27.4
 25.5
 30.0
Other Americas117.9
 112.7
 111.2
France57.3
 63.9
 65.1
Other Europe352.3
 356.9
 378.0
Asia357.8
 337.9
 308.0
Consolidated$1,959.5
 $1,915.2
 $1,742.5

(Millions of Dollars)2016 2015 2014
Net Sales     
United States$6,135.6
 $5,882.0
 $5,492.4
Canada515.3
 516.3
 591.3
Other Americas635.6
 706.5
 788.4
France582.7
 595.7
 695.6
Other Europe2,468.6
 2,371.5
 2,585.3
Asia1,069.1
 1,099.8
 1,185.6
Consolidated$11,406.9
 $11,171.8
 $11,338.6
Property, Plant & Equipment     
United States$663.4
 $676.0
 $639.7
Canada29.3
 19.1
 20.9
Other Americas95.8
 82.6
 82.2
France57.5
 64.8
 74.7
Other Europe322.3
 328.4
 333.2
Asia282.9
 279.3
 303.4
Consolidated$1,451.2
 $1,450.2
 $1,454.1

Q. INCOME TAXES
Significant components of the Company’s deferred tax assets and liabilities at the end of each fiscal year were as follows:
(Millions of Dollars)2016
2015
Deferred tax liabilities:   
Depreciation$108.7
 $99.6
Amortization of intangibles851.2
 868.5
Liability on undistributed foreign earnings260.7
 319.9
Discharge of indebtedness6.2
 9.3
Inventories6.2
 
Deferred revenue27.3
 25.5
Other61.7
 66.8
Total deferred tax liabilities$1,322.0
 $1,389.6
Deferred tax assets:   
Employee benefit plans$362.5
 $361.1
Doubtful accounts and other customer allowances19.3
 19.0
Inventories
 16.1
Accruals110.4
 135.6
Restructuring charges4.9
 12.6
Operating loss, capital loss and tax credit carryforwards590.3
 562.5
Currency and derivatives45.1
 42.2
Other126.7
 82.7
Total deferred tax assets$1,259.2
 $1,231.8
Net Deferred Tax Liabilities before Valuation Allowance$62.8
 $157.8
Valuation allowance$525.5
 $480.7
Net Deferred Tax Liabilities after Valuation Allowance$588.3
 $638.5

ASU 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," provides that a liability related to an unrecognized tax benefit should be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. As a result, the

(Millions of Dollars)2019
2018
Deferred tax liabilities:   
Depreciation$144.9
 $128.5
Amortization of intangibles731.8
 672.8
Liability on undistributed foreign earnings159.3
 202.5
Lease right-of-use asset129.7
 
Other89.5
 73.9
Total deferred tax liabilities$1,255.2
 $1,077.7
Deferred tax assets:   
Employee benefit plans$235.4
 $222.1
Basis differences in liabilities82.0
 93.3
Operating loss, capital loss and tax credit carryforwards1,100.3
 710.6
Lease liability129.6
 
Other149.2
 147.3
Total deferred tax assets$1,696.5
 $1,173.3
Net Deferred Tax Asset before Valuation Allowance$441.3
 $95.6
Valuation Allowance$(1,065.0) $(626.7)
Net Deferred Tax Liability after Valuation Allowance$(623.7) $(531.1)


Company reclassified $12.7 million of unrecognized tax benefits as of December 31, 2016 and $30.1 million of unrecognized tax benefits as of January 2, 2016, which is reflected in the Operating loss, capital loss and tax credit carryforwards line in the table above. The year-over-year reduction in the amount of the reclassification is primarily due to the utilization of foreign tax credits and research and development credits during 2016.

In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” The objective of this update is to simplify the presentation of deferred income taxes by requiring all deferred tax assets and liabilities to be classified as noncurrent in the consolidated balance sheet. This ASU is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods, and can be applied either prospectively or retrospectively. The Company elected to early adopt the pronouncement in the fourth quarter of 2016 on a prospective basis. Prior periods were not retrospectively adjusted.

The Company’s liability on undistributed foreign earnings decreased by $59.2 million during 2016, of which $38.7 million was recorded to the income tax provision and $20.5 million was recorded to currency translation adjustments within Accumulated other comprehensive loss.  The amount recorded to currency translation adjustments was driven by the significant fluctuations in foreign exchange rates during 2016, which had the effect of reducing the liability. The amount recorded to the income tax provision is primarily related to a remeasurement of the liability due to a reduction in the taxable earnings and profits of a foreign subsidiary.

Net operating loss carryforwards of $1.240 billion as of December 31, 2016, are available to reduce future tax obligations of certain U.S. and foreign companies. The net operating loss carryforwards have various expiration dates beginning in 2017 with certain jurisdictions having indefinite carry forward periods. The U.S. federal capital loss carry forward of $671.2 million begins expiring in 2017. The capital loss carryforward is primarily attributable to the sale of shares for the U.S. HHI business during the tax year ended December 29, 2012.


A valuation allowance is recorded on certain deferred tax assets if it has been determined it is more likely than not that all or a portion of these assets will not be realized. The Company recorded a valuation allowance of $525.5$1,065.0 million and $480.7$626.7 million on deferred tax assets existing as of December 31, 201628, 2019 and January 2, 2016,December 29, 2018, respectively. The valuation allowance isin 2019 and 2018 was primarily attributable to foreign and state net operating loss carryforwards and a U.S. federalforeign capital loss carryforward,carryforwards.

As of December 28, 2019, the majorityCompany has approximately $5.2 billion of unremitted foreign earnings and profits. Of the total amount, the Company has provided for deferred taxes of $159.3 million on approximately $2.5 billion, which was realized uponis not indefinitely reinvested primarily due to the salechanges brought about by the Act. The Company otherwise continues to consider the remaining undistributed earnings of its foreign subsidiaries to be permanently reinvested based on its current plans for use outside of the HHI business. Capital lossesU.S. and accordingly no taxes have been provided on such earnings. The cash that the Company’s non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. The income taxes applicable to such earnings are only allowednot readily determinable or practicable to offset capital gains, nonecalculate.
Net operating loss carryforwards of which was utilized in 2016. During 2016, the Company recorded a valuation allowance of $27.9 million against a deferred tax asset established under ASC 740-30-25-9 for the excess of the outside tax basis over the financial reporting basis for investments in businesses to be sold in 2017, which are classified as Held for Sale on the Company's Consolidated Balance Sheets$4.3 billion as of December 31, 2016.

28, 2019 are available to reduce future tax obligations of certain U.S. and foreign companies. The classificationnet operating loss carryforwards have various expiration dates beginning in 2020 with certain jurisdictions having indefinite carryforward periods. The foreign capital loss carryforwards of deferred taxes$32.9 million as of December 31, 201628, 2019 have indefinite carryforward periods.
The components of earnings before income taxes and January 2, 2016 is as follows:equity interest consisted of the following: 
(Millions of Dollars)2019 2018 2017
United States$214.5
 $444.1
 $715.2
Foreign915.5
 578.0
 812.6
Earnings before income taxes and equity interest$1,130.0
 $1,022.1
 $1,527.8

 2016 2015
(Millions of Dollars)
Deferred
Tax Asset
 
Deferred
Tax  Liability
 Deferred
Tax Asset
 
Deferred
Tax  Liability
Current$
 $
 $(85.4) $18.5
Non-current(147.1) 735.4
 (120.5) 825.9
Total$(147.1) $735.4
 $(205.9) $844.4



Income tax expense (benefit) attributable to continuing operations consisted of the following:
(Millions of Dollars)2019
2018 2017
Current:     
Federal$(23.7) $25.4
 $590.6
Foreign195.9
 175.0
 224.6
State6.5
 24.8
 25.4
Total current$178.7
 $225.2
 $840.6
Deferred:     
Federal$5.7
 $29.7
 $(513.0)
Foreign(32.9) 132.7
 (33.0)
State9.3
 28.7
 6.3
Total deferred(17.9) 191.1
 (539.7)
Income taxes$160.8
 $416.3
 $300.9
(Millions of Dollars)2016
2015
2014
Current:     
Federal$84.8
 $64.4
 $18.4
Foreign191.5
 171.4
 141.1
State10.6
 14.1
 17.1
Total current$286.9
 $249.9
 $176.6
Deferred:     
Federal$18.2
 $64.2
 $55.3
Foreign(26.1) (47.3) (19.3)
State(17.8) (18.2) 14.5
Total deferred(25.7) (1.3) 50.5
Income taxes on continuing operations$261.2
 $248.6
 $227.1




Net income taxes paid during 2016, 20152019, 2018 and 20142017 were $233.3$250.1 million, $191.6$339.4 million and $113.7$273.6 million, respectively. The 2016, 20152019, 2018 and 20142017 amounts include refunds of $30.5$72.5 million, $31.0$43.7 million and $47.1$28.5 million, respectively, primarily related to prior year overpayments and closingsettlement of tax audits.
The reconciliation of the U.S. federal statutory income tax provision to Income taxes in the Consolidated Statements of Operations is as follows:
(Millions of Dollars)2019
2018 2017
Tax at statutory rate$237.3
 $214.6
 $534.1
State income taxes, net of federal benefits22.1
 24.7
 13.3
Foreign tax rate differential(53.3) (33.2) (149.0)
Uncertain tax benefits(53.1) 4.5
 64.4
Change in valuation allowance10.5
 5.1
 (5.4)
Change in deferred tax liabilities on undistributed foreign earnings
 
 (94.1)
Basis difference for businesses Held for Sale
 
 27.9
Stock-based compensation(24.1) (4.1) (23.2)
Sale of businesses6.7
 
 (47.3)
U.S. Federal tax reform
 199.6
 23.6
Other14.7
 5.1
 (43.4)
Income taxes$160.8
 $416.3
 $300.9

The Company conducts business globally and, as a result, files income tax provision on continuing operations is as follows:
(Millions of Dollars)2016
2015
2014
Tax at statutory rate$429.1
 $402.9
 $379.7
State income taxes, net of federal benefits12.5
 14.9
 24.3
Difference between foreign and federal income tax(158.5) (166.9) (178.0)
Tax reserve accrual32.0
 43.9
 1.1
Audit settlements(10.5) 1.3
 (5.3)
NOL/capital loss & valuation allowance related items31.1
 (21.6) 2.7
Foreign dividends and related items13.7
 19.1
 25.6
Change in deferred tax liabilities on undistributed foreign earnings(38.7) (31.0) (6.0)
Statutory income tax rate change1.7
 4.8
 (0.6)
Basis difference for businesses Held for Sale(27.9) 
 
Other-net(23.3) (18.8) (16.4)
Income taxes on continuing operations$261.2
 $248.6
 $227.1
The components of earnings from continuing operations before income taxes consisted ofreturns in the following:
(Millions of Dollars)2016
2015
2014
United States$305.9
 $405.5
 $234.4
Foreign920.2
 745.3
 850.4
Earnings from continuing operations before income taxes$1,226.1
 $1,150.8
 $1,084.8

Except for certain legacy Black & DeckerU.S. federal jurisdiction and various state and foreign earnings, as described below, all remaining undistributed foreign earnings ofjurisdictions. In the normal course, the Company at December 31,is subject to examinations by taxing authorities throughout the world. The Internal Revenue Service is currently examining the Company's consolidated U.S. income tax returns for the 2015 and 2016 in the amount of approximately $4.867 billion, are considered to be invested indefinitely or will be remitted substantially free of additional tax. Accordingly, no provision has been made for tax that might be payable upon remittance of such earnings, nor is it practicable to determine the amount of this liability. Asyears. With few exceptions, as of December 31, 2016,28, 2019, the amount of earningsCompany is no longer subject to repatriation is $1.229 billionU.S. federal, state, local, or foreign examinations by tax authorities for which a deferred tax liability of $260.7 million exists.

years before 2012.
The Company’s liabilities for unrecognized tax benefits relate to U.S. and various foreign jurisdictions. The following table summarizes the activity related to the unrecognized tax benefits:
(Millions of Dollars)2019 2018 2017
Balance at beginning of year$406.3
 $387.8
 $309.8
Additions based on tax positions related to current year48.6
 28.3
 34.6
Additions based on tax positions related to prior years78.5
 103.0
 82.5
Reductions based on tax positions related to prior years(91.1) (91.5) (4.2)
Settlements(0.3) (2.5) (0.3)
Statute of limitations expirations(35.7) (18.8) (34.6)
Balance at end of year$406.3
 $406.3
 $387.8

(Millions of Dollars)2016 2015 2014
Balance at beginning of year$283.1
 $280.8
 $269.5
Additions based on tax positions related to current year14.9
 23.2
 27.4
Additions based on tax positions related to prior years53.9
 24.3
 40.1
Reductions based on tax positions related to prior years(34.2) (14.3) (30.9)
Settlements5.4
 (21.5) (5.9)
Statute of limitations expirations(13.3) (9.4) (19.4)
Balance at end of year$309.8
 $283.1
 $280.8



The gross unrecognized tax benefits at December 31, 201628, 2019 and January 2, 2016 includes $291.1December 29, 2018 include $398.2 million and $262.2$397.0 million, respectively, of tax benefits that, if recognized, would impact the effective tax rate. The liability for potential penalties and interest related to unrecognized tax benefits was increaseddecreased by $4.6$4.3 million in 2016, decreased by $0.12019 and $15.8 million in 20152018, and increased by $22.0$3.8 million in 2014.2017. The liability for potential penalties and interest totaled $64.1$47.8 million as of December 31, 2016, $59.528, 2019, $52.1 million as of January 2, 2016,December 29, 2018, and $59.6$67.9 million as of January 3, 2015.December 30, 2017. The Company classifies all tax-related interest and penalties as income tax expense.



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 12twelve months. TheseHowever, 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.

Changes resulting from the Act included, but were not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, changes may beto U.S. international taxation, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. Pursuant to Staff Accounting Bulletin No. 118 (“SAB 118”) issued by the U.S. Securities and Exchange Commission ("SEC") in December 2017, issuers were permitted up to one year from the enactment of the Act to complete the accounting for the income tax effects of the Act (“the measurement period”). The Company completed its accounting for the tax effects of the Act within the measurement period and those effects are included as a component of Income taxes in the Consolidated Statements of Operations.

Deferred tax assets and liabilities: U.S. deferred tax assets and liabilities were remeasured as a result of settlementthe Act based on the rates at which they are expected to reverse in the future, resulting in an income tax benefit of ongoing audits or final decisions in transfer pricing matters.

approximately $230.6 million. The Company recorded an income tax provision of $21.9 million in 2018 as an adjustment to its provisional income tax benefit recorded in 2017 of $252.5 million.

Transition Tax: The one-time transition tax, which totals $447.2 million, is subjectbased on the Company’s post-1986 earnings and profits that were previously deferred from U.S. income taxes. As a result of legislative guidance issued in 2019, the Company recorded a $2.9 million adjustment to the examination of its income tax returns by the Internal Revenue Service and other tax authorities. Tax years 2008 and 2009 have been settled with the Internal Revenue Servicepayable of approximately $450.1 million recorded as of December 23, 2014 and tax years 2010, 2011, and 2012 are currently under audit.29, 2018. The Company also files manyhas elected to pay its transition tax over the eight-year period provided in the Act. As of December 28, 2019, the remaining balance of the transition tax obligation is $344.1 million, which will be paid over the next six years.

Indefinite reinvestment: Following enactment of the Act and the associated one-time transition tax, in general, repatriation of foreign earnings to the United States can be completed with no incremental U.S. tax. However, repatriation of foreign earnings could subject the Company to U.S. state and non-U.S. jurisdictional taxes (including withholding taxes) on distributions. While repatriation of some foreign earnings held outside the United States may be restricted by local laws, most of the Company’s foreign earnings as of December 2017 could be repatriated to the United States. As a result of the Act, the Company analyzed all unrepatriated foreign earnings as of December 2017 and concluded at that time that it no longer asserted indefinite reinvestment on approximately $4.8 billion. The deferred tax liability associated with these unrepatriated foreign earnings was approximately $217.7 million. The Company recorded a $188.3 million income tax returnsprovision in jurisdictions with varying statutes2018, mainly comprised of limitations. Tax years 2012U.S. state and forward generally remain subjectnon-U.S. jurisdictional withholding taxes. The Company otherwise continues to examination by most state tax authorities. In significantconsider the remaining undistributed earnings of its foreign jurisdictions, tax years 2010subsidiaries to be permanently reinvested based on its current plans for use outside of the U.S. and forward generally remain subject to examination.accordingly no taxes have been provided on such earnings.


R. COMMITMENTS AND GUARANTEES
COMMITMENTS — The Company has non-cancelable operating lease agreements, principally related to facilities, vehicles, machinery and equipment. Minimum payments have not been reduced by minimum sublease rentals of $5.4 million due in the future under non-cancelable subleases. Rental expense, exclusive of sublease income, for operating leases was $124.2 million in 2016, $121.5 million in 2015, and $135.9 million in 2014.
The following is a summary of the Company’s future commitments which span more than one future fiscal year:
(Millions of Dollars)Total 2017 2018 2019 2020 2021 Thereafter
Operating lease obligations$404.5
 $94.5
 $78.2
 $62.4
 $46.9
 $35.0
 $87.5
Marketing commitments69.7
 33.3
 20.7
 15.7
 
 
 
Total$474.2
 $127.8
 $98.9
 $78.1
 $46.9
 $35.0
 $87.5

The Company has numerous assets, predominantly real estate, vehicles and equipment, under various lease arrangements. TheAt inception of arrangements with vendors, the Company routinely exercises variousdetermines whether the contract is or contains a lease renewal optionsbased on each party’s rights and fromobligations under the arrangement. If the lease arrangement also contains non-lease components, the lease and non-lease elements are separately accounted for in accordance with the appropriate accounting guidance for each item. From time to time, purchaseslease arrangements allow for, and the Company executes, the purchase of the underlying leased asset. Lease arrangements may also contain renewal options or early termination options. As part of its lease liability and right-of-use asset calculation, consideration is given to the likelihood of exercising any extension or termination options. The present value of the Company’s lease liability was calculated using a weighted-average incremental borrowing rate of 3.75%. The Company determined its incremental borrowing rate based on interest rates from its debt issuances taking into consideration adjustments for collateral, lease terms and foreign currency. As a result of acquiring right-of-use assets for fair value atfrom new leases entered into during the endyear ended December 28, 2019, the Company's lease liability increased approximately $186.9 million. As of December 28, 2019, the Company recognized a lease terms.liability of approximately


$536.9 million and a right-of-use asset of approximately $535.4 million. The right-of-use asset is included within Other assets in the Consolidated Balance Sheets, while the lease liability is included within Accrued expenses and Other liabilities, as appropriate. As permitted by ASC 842, leases with expected durations of less than 12 months from inception (i.e. short-term leases) were excluded from the Company’s calculation of its lease liability and right-of-use asset. Furthermore, as permitted by ASC 842, the Company elected to apply the package of practical expedients upon transition, which allowed companies not to reassess: (a) whether its expired or existing contracts are or contain leases, (b) the lease classification for any expired or existing leases, and (c) initial direct costs for any existing leases.

The Company is a party to syntheticleases for one of its major distribution centers and two of its office buildings in which the periodic rental payments vary based on interest rates (i.e. LIBOR). The leases qualify as operating leases for accounting purposes.

The following is a summary of the Company's total lease cost for the year ended December 28, 2019:
(Millions of Dollars)2019
Operating lease cost$151.6
Short-term lease cost26.6
Variable lease cost8.5
Sublease income(2.8)
Total lease cost$183.9

During 2019, the Company paid approximately $154.4 million relating to leases included in the measurement of its lease liability and right-of-use asset. The weighted-average remaining term for the Company's leases is approximately 7 years.

The following is a summary of the Company's future lease obligations on an undiscounted basis at December 28, 2019:
(Millions of Dollars)Total 2020 2021 2022 2023 2024 Thereafter
Lease obligations$607.4
 $144.1
 $110.7
 $82.4
 $59.4
 $53.7
 $157.1

In 2019, the Company completed many actions within the Margin Resiliency Program and one rooftop footprint initiative resulted in a sale-leaseback arrangement related to one of its distribution centers, which resulted in cash proceeds of $93.0 million, a pre-tax gain of $69.5 million and a twelve-year lease obligation.

Prior to the adoption of the new lease standard as further discussed in Note A, Significant Accounting Policies, the Company's rental expense, exclusive of sublease income, for operating leases was $177.6 million and $150.4 million in 2018 and 2017, respectively.

The following is a summary of the Company’s future marketing commitments at December 28, 2019:
(Millions of Dollars)Total 2020 2021 2022 2023 2024 Thereafter
Marketing commitments$34.5
 $24.9
 $6.5
 $2.7
 $0.4
 $
 $


GUARANTEES — The Company's financial guarantees at December 28, 2019 are as follows:
(Millions of Dollars)Term 
Maximum
Potential
Payment
 
Carrying
Amount of
Liability
Guarantees on the residual values of leased propertiesOne to five years $102.6
 $
Standby letters of creditUp to three years 154.4
 
Commercial customer financing arrangementsUp to six years 64.7
 6.3
Total  $321.7
 $6.3


The Company has guaranteed a portion of the residual values of leased assets relating to the previously discussed leases for one of its major distribution centers and two of its office buildings. The programs qualify as operating leases for accounting purposes, where only the monthly lease cost is recorded in earnings and the liability and value of the underlying assets are off-balance sheet. As of December 31, 2016, the estimated fair value of assets and remaining obligation for the properties were $67.2 million and $58.4 million, respectively.
GUARANTEES — The Company's financial guarantees at December 31, 2016 are as follows:
(Millions of Dollars)Term 
Maximum
Potential
Payment
 
Carrying
Amount of
Liability
Guarantees on the residual values of leased propertiesOne to four years $58.4
 $
Standby letters of creditUp to three years 71.1
 
Commercial customer financing arrangementsUp to six years 70.5
 22.1
Total  $200.0
 $22.1
The Company has guaranteed a portion of the residual value arising from its previously mentioned synthetic leases. The lease guarantees aggregate $58.4$102.6 million while the fair value of the underlying assets is estimated at $67.2$123.6 million. The related assets would be available to satisfy the guarantee obligations and therefore it is unlikely the Company will incur any future loss associated with these lease guarantees.



The Company has issued $71.1$154.4 million in standby letters of credit that guarantee future payments which may be required under certain insurance programs.programs and in relation to certain environmental remediation activities described more fully in Note S, 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 truck 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 $70.5$64.7 million and the $22.1$6.3 million carrying value of the guarantees issued is recorded in debt and otherOther liabilities as appropriate in the Consolidated Balance Sheets.



The Company provides product and service warranties which vary across its businesses. The types of product warranties offered generally range from one year to limited lifetime, whilelifetime. There are also certain products carrywith 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.

Following is a summary of the warranty liability activity for the years ended December 31, 2016, January 2, 2016,28, 2019, December 29, 2018, and January 3, 2015:December 30, 2017:
(Millions of Dollars)2019 2018 2017
Balance beginning of period$102.1
 $108.5
 $103.4
Warranties and guarantees issued128.1
 110.4
 105.3
Warranty payments and currency(130.1) (116.8) (100.2)
Balance end of period$100.1
 $102.1
 $108.5

(Millions of Dollars)2016 2015 2014
Balance beginning of period$105.4
 $109.6
 $121.1
Warranties and guarantees issued97.2
 91.8
 98.0
Warranty payments and currency(99.2) (96.0) (109.5)
Balance end of period$103.4
 $105.4
 $109.6


S. 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.
On January 25, 2019, IPS Worldwide, LLC ("IPS"), a third-party provider of freight payment processing services for the Company, filed for Chapter 11 bankruptcy protection and listed the Company as an unsecured creditor. As of December 29, 2018, there were outstanding obligations of approximately $50.8 million owed to certain of the Company's freight carriers. Such amounts had previously been remitted to IPS through a third-party financing program for ultimate payment to these freight carriers. However, due to nonperformance of IPS with respect to processing these payments and the Company's obligation to its freight carriers, an incremental $50.8 million charge was recorded in the fourth quarter of 2018. This charge did not include any amounts that the Company will attempt to recover from insurance and/or through the bankruptcy proceedings, which could ultimately reduce the loss exposure recorded.
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. Some of these assert claims for damages and liability for remedial investigations and clean-up costs with respect to sites that have never been owned or operated by Black & Decker butenvironment at which Black & Decker has been identified as a potentially responsible party ("PRP"). Other matters involve current and former manufacturing facilities.facilities and has also been named as a PRP in certain administrative proceedings.
The Environmental Protection Agency (“EPA”) has asserted claims in federal court in Rhode Island against certain current and former affiliates of Black & Decker related to environmental contamination found at the Centredale Manor Restoration Project Superfund ("Centredale") site, located in North Providence, Rhode Island. The EPA has discovered a variety of contaminants at the site, including but not limited to, dioxins, polychlorinated biphenyls, and pesticides. The EPA alleges that Black & Decker and certain of its current and former affiliates 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 site, and demanded reimbursement of the EPA’s costs related to this site. Black & Decker and certain of its current and former affiliates contest the EPA's allegation that they are responsible for the contamination, and have asserted contribution claims, counterclaims and cross-claims against a number of other PRPs, including the federal government as well as insurance carriers. The EPA released its Record of Decision ("ROD") in September 2012, which identified and described the EPA's selected remedial alternative for the site. Black & Decker and certain of its current and former affiliates are contesting the EPA's selection of the remedial alternative set forth in the ROD, on the grounds that the EPA's actions were arbitrary and capricious and otherwise not in accordance with law, and have proposed other equally-protective, more cost-effective alternatives. On June 10, 2014, the EPA issued an Administrative Order under Sec. 106 of CERCLA, instructing Emhart Industries, Inc. and Black & Decker to perform the remediation of Centredale pursuant to the ROD. Black & Decker and Emhart Industries, Inc. dispute the factual, legal and scientific bases cited by the EPA for such an Order and have provided the EPA with numerous good-faith bases for Black & Decker’s and Emhart Industries, Inc.’s declination to comply with the Order at this time. Black & Decker and Emhart Industries, Inc. continue to vigorously litigate the issue of their liability for environmental conditions at the Centredale site, including the completion of the Phase 1 trial in late July, 2015. The Court in this initial phase of trial found that dioxin contamination at the Centredale site was not “divisible”, and that Emhart was jointly and severally liable for dioxin contamination at the Site. The next two phases of trial will address whether the EPA’s proposed remedy for the Site is “arbitrary and capricious”, and if necessary, the allocation of liability to other parties who may have contributed to contamination of the Site with dioxins, PCB’s and other contaminants of concern. The second phase of the trial addressing the remedy and certain other issues commenced on September 26, 2016 and is currently scheduled to continue with subsequent briefing and argument through April 2017. The Company's estimated remediation costs related to the Centredale site (including the EPA’s past costs as well as costs of additional investigation, remediation, and related costs such as EPA’s oversight costs, less escrowed funds contributed by primary PRPs who have reached settlement agreements with the EPA), which the Company considers to be probable and reasonably estimable, range from approximately $68.1 million to $139.7 million, with no amount within that range representing a more likely outcome until such time as the litigation is resolved through judgment or compromise. The Company’s reserve for this environmental remediation matter of $68.1 million reflects


the fact that the EPA considers Metro-Atlantic, Inc. to be a primary source of contamination at the site. As the specific nature of the environmental remediation activities that may be mandated by the EPA at this site have not yet been finally determined through the on-going litigation, the ultimate remedial costs associated with the site may vary from the amount accrued by the Company at December 31, 2016.
In the normal course of business, the Company is involved in various lawsuits and claims. In addition, the Company is a party to a number of proceedings before federal and state regulatory agencies relating to environmental remediation. Also, the Company, along with many other companies, has been named as a PRP in a number ofnumerous administrative proceedings for the remediation of various waste sites, including 3128 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. In the event thatIf no amount in the range of probable loss is considered most likely, the minimum loss in the range is accrued. The amount of liability recorded is based on an evaluation of currently available facts with respect to each individual site and includes such factors as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites. The liabilities recorded do not take into account any claims for recoveries from insurance or third parties. As assessments and remediation progress at individual sites, the amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. As of December 31, 201628, 2019 and January 2, 2016,December 29, 2018, the Company had reserves of $160.9$213.8 million and $170.7$246.6 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 20162019 amount, $18.9$57.8 million is classified as current and $142.0$156.0 million as long-term which is expected to be paid over the estimated remediation period. As of December 31, 2016,28, 2019, the range of environmental remediation costs that is reasonably possible is $149.1 million to $286.1 million which is subject to change in the near term. The Company may be liable for environmental remediation of sites it no longer owns. Liabilities have been recorded on those sites in accordance with the Company's policy.
As of December 28, 2019, the Company has recorded $13.2$15.6 million in other assets related to funding received by the EPAEnvironmental 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 West Coast Loading Corporation (“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 requires the construction of a water treatment facility and the filtering of ground water at or around the site for a period of approximately 30 years or more. Accordingly, asAs of December 31, 2016,28, 2019, the Company's net cash obligation associated with the aforementioned remediation activities, including WCLC assets, is $147.7$198.2 million.
The rangeEPA also asserted claims in federal court in Rhode Island against Black & Decker and Emhart related to environmental contamination found at the Centredale Manor Restoration Project Superfund Site ("Centredale"), located in North Providence, Rhode Island. The EPA discovered a variety of environmental remediationcontaminants at the site, including but not limited to, dioxins, polychlorinated biphenyls, and pesticides. The EPA alleged that 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 site, and demanded reimbursement of the EPA’s costs related to this site. Black & Decker and Emhart contested the EPA's allegation that is reasonably possible is $128.3 million to $267.1 millionthey are responsible for the contamination, and asserted contribution claims, counterclaims and cross-claims against a number of other PRPs, including the federal government as well as insurance carriers. The EPA released its Record of Decision ("ROD") in September 2012, which is subject to changeidentified and described the EPA's selected remedial alternative for the site. Black & Decker and Emhart contested the EPA's selection of the remedial alternative set forth in the near term. The Company may be liable for environmental remediation of sites it no longer owns. Liabilities have been recordedROD on those sitesthe grounds that the EPA's actions were arbitrary and capricious and otherwise not in accordance with policy.law, and proposed other equally-protective, more cost-effective alternatives. On June 10, 2014, the EPA issued an Administrative Order under Sec. 106 of CERCLA, instructing Black & Decker and Emhart to perform the remediation of Centredale pursuant to the ROD. Black & Decker and Emhart disputed the factual, legal and scientific bases cited by the EPA for such an administrative order and provided the EPA with numerous good-faith bases for their declination to comply with the administrative order. Black & Decker and Emhart then vigorously litigated the issue of their liability for environmental conditions at the Centredale site, including completing trial on Phase 1 of the proceedings in late July 2015 and completing trial on Phase 2 of the proceedings in April 2017. Following the Phase I trial, the Court found that dioxin contamination at the Centredale site was not "divisible" and that Black & Decker and Emhart were jointly and severally liable for dioxin contamination at the site. Following the Phase 2 trial, the Court found that certain components of the EPA's selected remedy were arbitrary and capricious, and remanded the matter to the EPA while retaining jurisdiction over the ongoing remedy selection and implementation process. The Court also held in Phase 2 that Black & Decker and Emhart had sufficient cause for their declination to comply with the EPA's June 10, 2014 administrative order and that no associated civil penalties or fines were warranted. The United States filed a Motion for Reconsideration concerning the Court's Phase 2 rulings and appealed the ruling to the United States Court of Appeals for the First Circuit. Black & Decker and Emhart's Motion to Dismiss the Appeal was denied without prejudice for consideration with the merits. On July 9, 2018, a Consent Decree was lodged with the United States District Court 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 site. The terms of the Consent Decree were subject to public comment and Court approval. After a full hearing on March 19, 2019, the Court approved and entered the Consent Decree on April 8, 2019. The settlement resolves outstanding issues relating to Phase 1 and 2 of the litigation with the United States. The Company is complying with the terms of the settlement while several PRPs at the site have appealed the District Court's entry of the Consent Decree to the United States Court of Appeals for the First Circuit. Phase 3 of the litigation,


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. Based on the Company's estimated remediation and response cost obligations arising out of the settlement reached with the United States (including the EPA’s past costs as well as costs of additional investigation, remediation, and related costs such as EPA’s oversight costs), the Company has increased its reserve for this site. Accordingly, in 2018, a $77.7 million increase was recorded in Other, net in the Consolidated Statements of Operations. As of December 28, 2019, the Company has reserved $113.8 million for this site.
The Company and approximately 6047 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. As an interim step related to the 2007 AOC, on June 18, 2012,the CPG members voluntarily entered into an AOC with the EPA for remediation actions focused solely at mile 10.9 of the River. The Company’s estimated costs related to the RI/FS and focused remediation action at mile 10.9, based on an interim allocation, are included in its environmental reserves. 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. The EPA received public comment on the FFS and proposed plan (including comments from the CPG and other entities asserting that the FFS and proposed plan do not comply with CERCLA) which public comment period ended on August 20, 2014. The CPG submitted to the EPA a draft RI report in February 2015 and draft FS report in April 2015 for the entire lower seventeen miles of the River. On March 4, 2016, the EPA issued a Record of Decision selecting the remedy for the lower 8.3 miles of the River. The cleanup plan adopted by the EPA is now considered a final action for the lower 8.3 miles of the River and 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. (The EPA estimates that the remedial design will take four years to complete.) 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. There has been no determination as to howRiver and a letter dated March 30, 2017 stating that the RI/FS will be modified in lightEPA had offered 20 of the EPA’s decisionparties (not including the Company) an early cash out settlement. In a letter dated May 17, 2017, the EPA stated that these 20 parties did not discharge any of the eight hazardous substances identified as the contaminants of concern in the lower 8.3 mile ROD. In the March 30, 2017 letter, the EPA stated that other parties who did not discharge dioxins, furans or polychlorinated biphenyls (which are considered the contaminants of concern posing the greatest risk to implementhuman health or the environment) may also be eligible for cash out settlement, but expects those parties' allocation to be determined through a finalcomplex 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 currently is participating in the allocation process that is expected to be completed in late 2020. The Company asserts 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. 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. 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 currently are engaged in discovery with OCC. 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 EPA on August 12, 2019, which identifies various targeted dredge and cap alternatives with costs that range from $412 million to $460 million (net present value). At this time, the Company cannot reasonably estimate its liability related to the litigation and remediation efforts, excluding the RI/FS and remediation actions at mile 10.9, as the RI/FS is ongoing, the ultimate remedial approach and associated cost for the upper portion of the River has not yet been determined, and the parties that will participate in funding the remediation and their


respective allocations are not yet known. On September 30, 2016, Occidental
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 entered into an agreement withSuperfund 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 cleanup adopted by the EPA is estimated to performcost approximately $68.7 million. As of December 28, 2019, the remedial designCompany has reserved $26.3 million for the cleanup plan for the lower 8.3 miles of the river.this site.


The environmental liability for certain sites that have cash payments beyond the current year that are fixed or reliably determinable have been discounted using a rate of 0.3%1.6% to 3.0%2.3%, depending on the expected timing of disbursements. The discounted and undiscounted amount of the liability relative to these sites is $48.6$40.8 million and $58.5$47.1 million, respectively. The payments relative to these sites are expected to be $6.7 million in 2017, $5.6 million in 2018, $3.0 million in 2019, $3.0$1.4 million in 2020, $3.0 million in 2021, $3.0 million in 2022, $3.0 million in 2023, $3.1 million in 2024, and $37.2$33.6 million thereafter.
The amount recorded for identified contingent liabilities is based on estimates. Amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. Actual costs to be incurred in future periods may vary from the estimates, given the inherent uncertainties in evaluating certain exposures. Subject to the imprecision in estimating future contingent liability costs, the Company does not expect that any sum it may have to pay in connection with these matters in excess of the amounts recorded will have a materially adverse effect on its financial position, results of operations or liquidity.

T. DIVESTITURES
As discussed in Note A, Significant Accounting Policies,
On May 30, 2019, the Company adopted ASU 2014-08, Presentationsold its Sargent & Greenleaf mechanical locks business within the Security segment, which resulted in net proceeds of Financial Statements (Topic 205)$79.0 million and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosuresa pre-tax gain of Disposals$17.0 million. The divestiture allows the Company to invest in other areas of Components of an Entity, in the first quarter of 2015.Company that fit into its long-term growth strategy. This guidance changed the criteria for reporting discontinued operations and enhanced the reporting requirements for both discontinued operations and individually significant disposals that dodisposal did not qualify as a discontinued operation.operation and is included in the Company's Consolidated Statements of Operations for all periods presented through the date of sale in 2019.
Disposals Subsequent to Adoption of ASU 2014-08
Following is the pre-tax income for this business for the years ended December 28, 2019, December 29, 2018, and December 30, 2017:
(Millions of Dollars) 2019 2018 2017
Pre-tax income $4.6
 $11.7
 $13.4

On January 3, 2017, the Company sold a business within the Tools & Storage segment for $25.6 million. During the fourthsecond quarter of 2016,2017, the Company announcedreceived additional proceeds of $0.5 million as a result of the salefinalization of the purchase price. On February 22, 2017, the Company sold the majority of its mechanical security businesses within the Security segment, to Dormakaba for $725 million. This pending divestiture includeswhich included the commercial hardware brands of Best Access, phi Precision and GMT.GMT, for net proceeds of $717.1 million. The transaction is expected to close in the first quarter of 2017, subject to customary closing conditions including regulatory approvals. In addition, the Company also sold a small business withinin the Industrial segment during the third quarter of 2017 and a small business in the Tools & Storage segment in Januaryduring the fourth quarter of 2017 for total proceeds of approximately $25$13.7 million. NeitherAs a result of these sales, the Company recognized a net pre-tax gain of $264.1 million in 2017, primarily related to the sale of the mechanical security businesses. The results of these disposals qualify as discontinued operations and therefore, are included in the Company's continuing operations for all periods presented. Pre-taxConsolidated Statements of Operations through their respective dates of sale in 2017. The Company recognized pre-tax income for these businesses totaled $43.9of $7.0 million $28.0 million and $31.6 million, respectively, for the yearsyear ended December 31, 2016, January 2, 2016 and January 3, 2015. The assets and liabilities of these businesses that are expected to be included in the sale are classified as held for sale as of December 31, 2016 on the Company's Consolidated Balance Sheets and totaled $523.4 million and $53.5 million, respectively. There were no assets or liabilities held for sale as of January 2, 2016. The carrying amounts of the assets and liabilities that were classified as held for sale as of December 31, 2016 are presented in the following table:30, 2017.

118


(Millions of Dollars)2016
Accounts and notes receivable, net$35.3
Inventories, net33.2
Property, Plant and Equipment, net52.3
Goodwill and other intangibles, net399.8
Other Assets2.8
Total assets$523.4
  
Accounts payable and accrued expenses$38.0
Other liabilities15.5
Total liabilities$53.5



Disposals Prior to Adoption of ASU 2014-08
In the fourth quarter of 2014, the Company classified the Security segment’s Spain and Italy operations (“Security Spain and Italy”) as held for sale based on management's intention to sell these businesses. As a result of this decision, the Company recorded a pre-tax impairment loss of $60.7 million in 2014 to remeasure the disposal group at estimated fair value less costs to sell. In July 2015, the Company completed the sale of these businesses resulting in an insignificant incremental loss.
Security Spain and Italy operations have been reported as discontinued operations in the Company's Consolidated Financial Statements for the years ended January 2, 2016 and January 3, 2015, as follows:
(Millions of Dollars)2015 2014
Net Sales$39.4
 $118.4
Loss from discontinued operations before income taxes(19.3) (104.0)
Income tax expense (benefit) on discontinued operations0.8
 (7.7)
Net loss from discontinued operations$(20.1) $(96.3)




SELECTED QUARTERLY FINANCIAL DATA (unaudited)
  Quarter  
(Millions of Dollars, except per share amounts) First Second Third Fourth Year
2016          
Net sales $2,672.1
 $2,932.4
 $2,882.0
 $2,920.4
 $11,406.9
Gross profit 977.6
 1,128.9
 1,084.1
 1,076.6
 4,267.2
Selling, general and administrative expenses 627.8
 666.9
 645.4
 683.8
 2,623.9
Net earnings from continuing operations 188.6
 271.5
 249.0
 255.8
 964.9
Less: Net (loss) earnings attributable to non-controlling interest (0.8) 
 0.1
 0.3
 (0.4)
Net earnings from continuing operations attributable to Stanley Black & Decker, Inc. 189.4
 271.5
 248.9
 255.5
 965.3
Net loss from discontinued operations 
 
 
 
 
Net earnings attributable to Stanley Black & Decker, Inc. $189.4
 $271.5
 $248.9
 $255.5
 $965.3
Basic earnings per common share:          
Continuing operations $1.30
 $1.87
 $1.71
 $1.74
 $6.61
Discontinued operations 
 
 
 
 
Total basic earnings per common share $1.30
 $1.87
 $1.71
 $1.74
 $6.61
Diluted earnings per common share:          
Continuing operations $1.28
 $1.84
 $1.68
 $1.71
 $6.51
Discontinued operations 
 
 
 
 
Total diluted earnings per common share $1.28
 $1.84
 $1.68
 $1.71
 $6.51
2015          
Net sales $2,630.0
 $2,866.9
 $2,829.5
 $2,845.4
 $11,171.8
Gross profit 973.6
 1,057.2
 1,027.0
 1,014.2
 4,072.0
Selling, general and administrative expenses 623.0
 644.5
 608.3
 610.6
 2,486.4
Net earnings from continuing operations 166.0
 235.5
 233.4
 267.3
 902.2
Less: Net (loss) earnings attributable to non-controlling interest (0.8) (0.2) (0.7) 0.1
 (1.6)
Net earnings from continuing operations attributable to Stanley Black & Decker, Inc. 166.8
 235.7
 234.1
 267.2
 903.8
Net loss from discontinued operations (4.5) (8.5) (5.4) (1.7) (20.1)
Net earnings attributable to Stanley Black & Decker, Inc. $162.3
 $227.2
 $228.7
 $265.5
 $883.7
Basic earnings (loss) per common share:          
Continuing operations $1.10
 $1.59
 $1.60
 $1.83
 $6.10
Discontinued operations (0.03) (0.06) (0.04) (0.01) (0.14)
Total basic earnings per common share $1.07
 $1.53
 $1.57
 $1.82
 $5.96
Diluted earnings (loss) per common share:          
Continuing operations $1.07
 $1.54
 $1.55
 $1.78
 $5.92
Discontinued operations (0.03) (0.06) (0.04) (0.01) (0.13)
Total diluted earnings per common share $1.04
 $1.49
 $1.52
 $1.77
 $5.79
  Quarter  
(Millions of Dollars, except per share amounts) First Second Third Fourth Year
2019          
Net Sales $3,333.6
 $3,761.3
 $3,633.1
 $3,714.2
 $14,442.2
Gross profit 1,105.6
 1,299.8
 1,239.5
 1,160.6
 4,805.5
Selling, general and administrative (1)
 778.9
 782.3
 756.1
 723.7
 3,041.0
Net earnings 170.4
 357.4
 231.1
 199.1
 958.0
Less: Net earnings attributable to non-controlling interest 0.5
 1.1
 0.6
 
 2.2
Net Earnings Attributable to Common Shareowners $169.9
 $356.3
 $230.5
 $199.1
 $955.8
Earnings per share of common stock:          
Basic $1.15
 $2.41
 $1.55
 $1.34
 $6.44
Diluted $1.13
 $2.37
 $1.53
 $1.32
 $6.35
2018          
Net Sales $3,209.3
 $3,643.6
 $3,494.8
 $3,634.7
 $13,982.4
Gross profit 1,165.7
 1,287.1
 1,238.4
 1,159.9
 4,851.1
Selling, general and administrative (1)
 785.6
 805.8
 798.9
 781.4
 3,171.7
Net earnings (loss) 170.1
 293.4
 248.3
 (106.0) 605.8
Less: Net (loss) earnings attributable to non-controlling interest (0.5) (0.2) 0.5
 0.8
 0.6
Net Earnings (Loss) Attributable to Common Shareowners $170.6
 $293.6
 $247.8
 $(106.8) $605.2
Earnings (loss) per share of common stock:          
Basic $1.13
 $1.96
 $1.67
 $(0.72) $4.06
Diluted $1.11
 $1.93
 $1.65
 $(0.72) $3.99

(1) Includes provision for doubtful accounts.



The 2019 year-to-date results above include $363 million of pre-tax acquisition-related and other charges, a $78 million tax benefit of the pre-tax acquisition-related and other charges, as well as $24 million of after-tax charges related to the Company's share of equity method investment earnings. The net impact of the above items and effect on diluted earnings per share by quarter was as follows:
Acquisition-Related Charges & OtherDiluted EPS Impact
• Q1 2019 —   $52 million loss ($43 million after-tax and equity interest)($0.29) per diluted share
• Q2 2019 —   $33 million loss ($44 million after-tax and equity interest)($0.29) per diluted share
• Q3 2019 —   $114 million loss ($91 million after-tax and equity interest)($0.60) per diluted share
• Q4 2019 —   $164 million loss ($131 million after-tax and equity interest)($0.86) per diluted share

The 2018 year-to-date results above include $450 million of pre-tax acquisition-related and other charges, as well as net tax charges of $181 million, which is comprised of charges related to the Tax Cuts and Jobs Act ("the Act") partially offset by the tax benefit of the pre-tax acquisition-related and other charges. The net impact of the above items and effect on diluted earnings per share by quarter was as follows:
Acquisition-Related Charges & OtherDiluted EPS Impact
• Q1 2018 —   $25 million loss ($43 million after-tax)($0.28) per diluted share
• Q2 2018 —   $127 million loss ($98 million after-tax)($0.64) per diluted share
• Q3 2018 —   $85 million loss ($66 million after-tax)($0.43) per diluted share
• Q4 2018 —   $213 million loss ($424 million after-tax)($2.83) per diluted share


119





EXHIBIT INDEX
STANLEY BLACK & DECKER, INC.
EXHIBIT LIST


Some of the agreements included as exhibits to this Annual Report on Form 10-K (whether incorporated by reference to earlier filings or otherwise) may contain representations and warranties, recitals or other statements that appear to be statements of fact. These agreements are included solely to provide investors with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. Representations and warranties, recitals, and other common disclosure provisions have been included in the agreements solely for the benefit of the other parties to the applicable agreements and often are used as a means of allocating risk among the parties. Accordingly, such statements (i) should not be treated as categorical statements of fact; (ii) may be qualified by disclosures that were made to the other parties in connection with the negotiation of the applicable agreements, which disclosures are not necessarily reflected in the agreement or included as exhibits hereto; (iii) may apply standards of materiality in a way that is different from what may be viewed as material by or to investors in or lenders to the Company; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.


Accordingly, representations and warranties, recitals or other disclosures contained in agreements may not describe the actual state of affairs as of the date they were made or at any other time and should not be relied on by any person other than the parties thereto in accordance with their terms. Additional information about the Company may be found in this Annual Report on Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

3.1

(a)
   
 (b)
   
 (c)
   
 (d)
   
 (e)
(f)
(g)
   
3.2

(a)Revised
   
4.1

(a)
(b)First Supplemental Indenture dated as of March 12, 2010, to the Indenture dated as of June 26, 1998, by and among Black & Decker Holdings, Inc., as issuer, The Black & Decker Corporation, as guarantor and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
   
4.2

(a)
(b)Second Supplemental Indenture dated as of March 12, 2010 to the Indenture dated as of November 1, 2002 between The Stanley Works and The Bank of New York Mellon Trust Company, as successor trustee to JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 12, 2010).




 (d)(c)
   
 (e)(d)
(e)
(f)

   
4.3

(a)
(b)First Supplemental Indenture, dated November 22, 2005, between The Stanley Works and HSBC Bank USA, National Association, as indenture trustee (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K dated November 29, 2005).
(c)Second Supplemental Indenture dated as of November 5, 2010, to the Indenture dated as of November 22, 2005, between Stanley Black & Decker, Inc. and HSBC Bank USA, National Association, as trustee (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on November 9, 2010).
(d)Third Supplemental Indenture dated July 25, 2012, between the Company and HSBC Bank USA, National Association, as trustee, related to the 5.75% Junior Subordinated Debentures due 2052 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on July 25, 2012).
(e)Fourth Supplemental Indenture, dated as of December 3, 2013, between the Company and the Trustee, relating to the Notes (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K dated December 3, 2013).
(f)Fifth Supplemental Indenture, dated December 3, 2013, between the Company and the Trustee, related to the Debentures (incorporated by reference to Exhibit 4.9 to the Company’s Form 8-K dated December 3, 2013).
(g)Form of 5.75% Junior Subordinated Debentures due 2052 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated July 25, 2012).
(h)Form of Debenture (incorporated by reference to Exhibit 4.9 to the Company’s Form 8-K dated December 3, 2013).
   
4.4

(a)Rights
   
4.5(b)
Amendment No. 1 dated as
4.6
4.7
4.8
4.9

4.10

4.11

4.12

4.13

4.14

   
10.1

(a)
(b)364-Day Credit Agreement, made as of January 18, 2017September 12, 2018 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A. as administrative agent for the Lenders (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 19, 2017).
10.2
(a)Executive Retirement Agreement, dated as of July 21, 2016 between Stanley Black & Decker, Inc. and John F. Lundgren (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on July 25, 2016).*
(b)Second Amended and Restated Change in Control Severance Agreement dated July 21, 2016 between Stanley Black & Decker, Inc. and John F. Lundgren. (incorporated by reference to Exhibit 10.410.2 to the Company’s Current Report on Form 8-K filed on July 25, 2016)September 14, 2018).*
   



(d)Form of restricted stock unit award certificate for grants of restricted stock units to John F. Lundgren pursuant to the Company’s 2013 Long Term Incentive Plan.*
10.310.2

(a)
   
 (b)
   
10.410.3

 
10.4
   
10.5

 Form B of Amended and Restated
   
10.6

 Form B of Change in Control Severance Agreement. Donald Allan, Jr., is a party to a Change in Control Severance Agreement in this Form (incorporated by reference to Exhibit 10(xvi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
10.7
   
10.810.7

 
   
10.910.8

 
   
10.1010.9

 
   
10.1110.10

(a)
   
 (b)
   
10.1210.11

 
   
10.1310.12

 
   
10.1410.13

 
The Stanley Works Non-Employee Directors’ Benefit Trust Agreement dated December 27, 1989 and amended as of January 1, 1991 by and between The Stanley Works and Fleet National Bank, as successor trustee (incorporated by reference to Exhibit (10)(xvii)(a) to the Company’s Annual Report on Form 10-K for year ended December 29, 1990).P
   
10.1510.14

(a)2001 Long-Term Incentive Plan as amended effective October 17, 2008 (incorporated by reference to Exhibit 10(xi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*


(b)Form of Stock Option Certificate for stock options granted pursuant to 2001 Long-Term Incentive Plan (incorporated by reference to Exhibit 10(xiv)(a) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
10.16
(a)The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference Exhibit 4.7 to the Company’s Registration Statement on Form S-8 Reg. No. 333-165454 filed on March 12, 2010).*
   


 (b)
   
 (c)
 (d)
   
10.1710.15

(a)
   
 (b)
   
 (c)
   
 (d)
   
 (e)
10.16
(a)
(b)
(c)
(d)
(e)
(f)
10.17
   
10.18

(a)
   
 (b)
   
10.19

 
10.20
   




   
10.23
 
10.24
10.24
10.25
(a)
   
 (b)
   
10.2510.26

 
   
10.2610.27

 Stock and Asset Purchase Agreement,
   
1110.28

 Statement re computation of per share earnings (the information required
   
1210.29
Statement re computation of ratio of earnings to fixed charges.
14

 

   
21

 
   
23

 
   
24

 
   
31.1

(a)
   
31.1

(b)
   
32.1

 
   
32.2

 
   
99.1

 
Policy on Confidential Proxy Voting and Independent Tabulation and Inspection of Elections as adopted by The Board of Directors October 23, 1991 (incorporated by reference to Exhibit (28)(i) to the Quarterly Report on Form 10-Q for the quarter ended September 28, 1991).P
   
101
The following materials from Stanley Black & Decker Inc.'s Annual Report on Form 10-K for the year
ended December 28, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i)
Consolidated Statements of Operations for the fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017; (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017; (iii) Consolidated Balance Sheets at December 28, 2019 and December 29, 2018; (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017; (v) Consolidated Statements of Changes in Shareowners' Equity for the fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017; and (v) Notes to Consolidated Financial Statements**.

104
The cover page of Stanley Black & Decker Inc.'s Annual Report on Form 10-K for the year ended December 28, 2019, formatted in iXBRL (included within Exhibit 101).



*Management contract or compensation plan or arrangement.
PPaper Filing
**
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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