UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



þ	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 30, ~~2017~~.2024



¨	~~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 Number 001-05224



STANLEY BLACK & DECKER, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


CT			06-0548860

~~CONNECTICUT~~	~~06-0548860~~
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)		(I.R.S. EMPLOYER IDENTIFICATION NUMBER)


~~1000 STANLEY DRIVE~~ ~~NEW BRITAIN, CONNECTICUT~~	~~06053~~
~~(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)~~	~~(ZIP CODE)~~

1000 STANLEY DRIVE



~~(860) 225-5111~~

NEW BRITAIN, CT 06053

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA ~~CODE)~~CODE 860 225-5111

Securities registered pursuant to Section 12(b) of the Act:


Title Of Each Class		Trading Symbol	Name Of Each Exchange On Which Registered
Common Stock	$2.50 Par Value per Share	SWK	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ☑ 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). Yes þ☑ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

☐

~~Large accelerated filer~~

~~Accelerated filer~~

Emerging Growth Company

~~Non-accelerated filer~~

~~(Do not check if a smaller reporting company)~~

~~Smaller reporting company~~

~~Emerging growth company~~

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ Noþ ☑

~~153,351,694~~153,878,739 shares of the registrant’s common stock were outstanding as of ~~October 19, 2017.~~April 25, 2024.

TABLE OF CONTENTS

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~INCOME~~LOSS

THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 30, ~~2017~~2024 AND ~~OCTOBER~~APRIL 1, ~~2016~~2023

(Unaudited, Millions of Dollars, Except Per Share Amounts)


	Third Quarter						Year-to-Date						Year-to-Date
	2017			2016			2017			2016				2024	2023
Net Sales	$	3,298.6		$	2,882.0		$	9,333.7		$	8,486.5
Costs and Expenses
Cost of sales	$	2,046.5		$	1,797.9		$	5,804.1		$	5,295.9
Cost of sales
Cost of sales
Selling, general and administrative	758.4			643.8			2,168.8			1,923.9
Provision for doubtful accounts	5.0			1.6			18.0			16.2
Provision for credit losses
Other, net	65.5			56.8			232.0			150.6
Loss (gain) on sales of businesses	3.2			—			(265.1		)	—
Pension settlement	—			—			12.8			—
Loss on sales of businesses
Asset impairment charge
Restructuring charges	19.1			9.1			42.9			27.3
Interest income
Interest expense	57.2			50.2			164.5			145.2
Interest income	(10.3		)	(5.1		)	(28.6		)	(16.4		)
										$
Earnings (loss) before income taxes
Income taxes
Net earnings (loss)
Total Comprehensive Loss
	$	2,944.6		$	2,554.3		$	8,149.4		$	7,542.7
Earnings before income taxes	354.0			327.7			1,184.3			943.8
Income taxes	79.8			78.7			239.8			234.7
Net earnings	$	274.2		$	249.0		$	944.5		$	709.1
Less: Net earnings (loss) attributable to non-controlling interests	—			0.1			—			(0.7		)
Net Earnings Attributable to Common Shareowners	$	274.2		$	248.9		$	944.5		$	709.8
Total Comprehensive Income Attributable to Common Shareowners	$	377.8		$	278.3		$	1,246.9		$	722.2
Earnings per share of common stock:
Earnings (loss) per share of common stock
Earnings (loss) per share of common stock
Earnings (loss) per share of common stock
Basic
Basic
Basic	$	1.83		$	1.71		$	6.32		$	4.88
Diluted	$	1.80		$	1.68		$	6.21		$	4.81
Dividends per share of common stock	$	0.63		$	0.58		$	1.79		$	1.68
Weighted-average shares outstanding (in thousands):
Basic	149,689			145,410			149,464			145,547
Diluted	152,622			147,975			152,106			147,717

See Notes to ~~(Unaudited)~~Unaudited Condensed Consolidated Financial Statements.

Table of Contents

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

~~SEPTEMBER~~MARCH 30, ~~2017~~2024 AND DECEMBER ~~31, 2016~~30, 2023

(Unaudited, Millions of Dollars, Except Share and Per Share Amounts)


	March 30, 2024		December 30, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	476.6	$	449.4
Accounts and notes receivable, net	1,708.9		1,302.0
Inventories, net	4,693.3		4,738.6
Current assets held for sale	136.3		140.8
Prepaid expenses	385.2		360.5
Other current assets	20.5		26.0
Total Current Assets	7,420.8		7,017.3
Property, plant and equipment, net	2,115.9		2,169.9
Goodwill	7,954.7		7,995.9
Intangibles, net	3,903.1		3,949.6
Long-term assets held for sale	691.2		716.8
Other assets	1,768.2		1,814.3
Total Assets	$	23,853.9	$	23,663.8
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities
Short-term borrowings	$	1,740.4	$	1,074.8
Current maturities of long-term debt	500.0		1.1
Accounts payable	2,337.5		2,298.9
Accrued expenses	2,206.5		2,464.3
Current liabilities held for sale	45.0		44.1
Total Current Liabilities	6,829.4		5,883.2
Long-term debt	5,602.1		6,101.0
Deferred taxes	293.5		333.2
Post-retirement benefits	368.1		378.4
Long-term liabilities held for sale	83.4		84.8
Other liabilities	1,801.0		1,827.1
Commitments and Contingencies (Notes O and P)
Shareowners’ Equity
Common stock, par value $2.50 per share: Authorized 300,000,000 shares in 2024 and 2023 Issued 176,902,738 shares in 2024 and 2023	442.3		442.3
Retained earnings	8,437.9		8,540.2
Additional paid in capital	5,065.3		5,059.0
Accumulated other comprehensive loss	(2,185.3)		(2,069.1)
	11,760.2		11,972.4
Less: cost of common stock in treasury (23,050,447 shares in 2024 and 23,282,650 shares in 2023)	(2,883.8)		(2,916.3)
Total Shareowners’ Equity	8,876.4		9,056.1
Total Liabilities and Shareowners’ Equity	$	23,853.9	$	23,663.8

September 30,
2017 December 31,
2016
ASSETS
Current Assets
Cash and cash equivalents $ 483.3
$ 1,131.8
Accounts and notes receivable, net 2,009.8
1,302.8
Inventories, net 2,247.4
1,478.0
Assets held for sale —
523.4
Other current assets 288.2
352.5
Total Current Assets 5,028.7
4,788.5
Property, Plant and Equipment, net 1,677.3
1,451.2
Goodwill 8,679.7
6,694.0
Intangibles, net 3,561.1
2,299.5
Other Assets 826.4
401.7
Total Assets $ 19,773.2
$ 15,634.9
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities
Short-term borrowings $ 577.0
$ 4.3
Current maturities of long-term debt 8.7
7.8
Accounts payable 2,091.6
1,640.4
Accrued expenses 1,324.9
1,101.5
Liabilities held for sale —
53.5
Total Current Liabilities 4,002.2
2,807.5
Long-Term Debt 3,818.0
3,815.3
Deferred Taxes 1,182.3
735.4
Post-Retirement Benefits 635.7
644.3
Other Liabilities 2,116.2
1,258.8
Commitments and Contingencies (Note R)

Shareowners’ Equity
Stanley Black & Decker, Inc. Shareowners’ Equity
Preferred stock, without par value:
Authorized 10,000,000 shares in 2017 and 2016
Issued and outstanding 750,000 shares in 2017 750.0
—
Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2017 and 2016
Issued 176,902,738 shares in 2017 and 2016 442.3
442.3
Retained earnings 5,803.9
5,127.3
Additional paid in capital 4,631.8
4,774.4
Accumulated other comprehensive loss (1,618.8 ) (1,921.2 )
ESOP (20.0 ) (25.9 )
9,989.2
8,396.9
Less: cost of common stock in treasury (1,973.5 ) (2,029.9 )
Stanley Black & Decker, Inc. Shareowners’ Equity 8,015.7
6,367.0
Non-controlling interests 3.1
6.6
Total Shareowners’ Equity 8,018.8
6,373.6
Total Liabilities and Shareowners’ Equity $ 19,773.2
$ 15,634.9

See Notes to ~~(Unaudited)~~Unaudited Condensed Consolidated Financial Statements.

Table of Contents

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 30, ~~2017~~2024 AND ~~OCTOBER~~APRIL 1, ~~2016~~2023

(Unaudited, Millions of Dollars)


	Year-to-Date
		2024		2023
OPERATING ACTIVITIES
Net earnings (loss)		$	19.5	$	(187.8)
Adjustments to reconcile net earnings (loss) to cash used in operating activities:
Depreciation and amortization of property, plant and equipment		99.1		112.9
Amortization of intangibles		41.1		48.3
Loss on sales of businesses		—		7.6
Asset impairment charge		25.5		—
Stock-based compensation expense		41.3		34.7
Changes in working capital		(359.8)		(181.2)
Changes in other assets and liabilities		(297.7)		(120.8)
Cash used in operating activities		(431.0)		(286.3)
INVESTING ACTIVITIES
Capital and software expenditures		(65.7)		(68.2)
Proceeds from sales of assets		3.5		2.9





Other		(1.0)		4.1
Cash used in investing activities		(63.2)		(61.2)
FINANCING ACTIVITIES
Proceeds from debt issuances, net of fees		—		747.2



Net short-term commercial paper borrowings (repayments)		674.9		(285.9)
Proceeds from issuances of common stock		3.8		3.1
Purchases of common stock for treasury		(6.3)		(4.8)
Craftsman contingent consideration payments		—		(9.1)

Cash dividends on common stock		(121.8)		(119.8)
Other		(2.0)		(6.5)
Cash provided by financing activities		548.6		324.2
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(27.6)		9.1
Change in cash, cash equivalents and restricted cash		26.8		(14.2)
Cash, cash equivalents and restricted cash, beginning of period		454.6		404.9
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD		$	481.4	$	390.7

Table of Contents

Third Quarter Year-to-Date
2017 2016 2017 2016
OPERATING ACTIVITIES
Net Earnings Attributable to Common Shareowners $ 274.2
$ 248.9
$ 944.5
$ 709.8
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization of property, plant and equipment 76.6
66.6
218.1
196.4
Amortization of intangibles 44.1
36.5
119.9
108.8
Pre-tax loss (gain) on sales of businesses 3.2
—
(265.1 ) —
Changes in working capital (214.9 ) (182.9 ) (784.2 ) (393.3 )
Changes in other assets and liabilities 173.7
77.6
234.6
28.3
Cash provided by operating activities 356.9
246.7
467.8
650.0
INVESTING ACTIVITIES
Capital and software expenditures (91.0 ) (78.1 ) (277.9 ) (221.7 )
Business acquisitions, net of cash acquired (152.0 ) (38.3 ) (2,582.1 ) (59.3 )
Proceeds from sales of assets 5.5
1.3
28.0
8.9
Proceeds from sales of businesses, net of cash sold —
—
745.3
—
(Payments) proceeds from net investment hedge settlements (27.9 ) 57.8
(31.6 ) 63.3
Other (8.1 ) (4.0 ) (25.4 ) (16.2 )
Cash used in investing activities (273.5 ) (61.3 ) (2,143.7 ) (225.0 )
FINANCING ACTIVITIES
Stock purchase contract fees (9.9 ) (3.5 ) (9.9 ) (10.4 )
Net short-term (repayments) borrowings (64.4 ) (255.9 ) 499.2
92.4
Cash dividends on common stock (94.7 ) (84.5 ) (267.9 ) (243.9 )
Termination of interest rate swaps —
—
—
27.0
Proceeds from issuances of common stock 14.6
19.1
47.5
51.3
Proceeds from issuance of preferred stock —
—
727.5
—
Premium paid on equity option —
—
(25.1 ) —
Purchases of common stock for treasury (0.6 ) (0.6 ) (16.2 ) (362.7 )
Other (6.9 ) —
(9.2 ) (0.5 )
Cash (used in) provided by financing activities (161.9 ) (325.4 ) 945.9
(446.8 )
Effect of exchange rate changes on cash and cash equivalents 22.3
(7.4 ) 81.5
(22.8 )
Change in cash and cash equivalents (56.2 ) (147.4 ) (648.5 ) (44.6 )
Cash and cash equivalents, beginning of period 539.5
568.2
1,131.8
465.4
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 483.3
$ 420.8
$ 483.3
$ 420.8
The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances as of March 30, 2024 and December 30, 2023, as shown above:


	March 30, 2024		December 30, 2023
Cash and cash equivalents	$	476.6	$	449.4
Restricted cash included in Other current assets	1.5		4.6
Cash and cash equivalents included in Current assets held for sale	3.3		0.6
Cash, cash equivalents and restricted cash	$	481.4	$	454.6

See Notes to ~~(Unaudited)~~Unaudited Condensed Consolidated Financial Statements.

Table of Contents

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS' EQUITY

THREE MONTHS ENDED MARCH 30, 2024 AND APRIL 1, 2023

(Unaudited, Millions of Dollars, Except Share and Per Share Amounts)


	Common Stock		Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Non- Controlling Interests		Shareowners’ Equity
Balance December 30, 2023	$	442.3	$	5,059.0	$	8,540.2	$	(2,069.1)	$	(2,916.3)	$	—	$	9,056.1
Net earnings	—		—		19.5		—		—		—		19.5
Other comprehensive loss	—		—		—		(116.2)		—		—		(116.2)
Cash dividends declared — $0.81 per common share	—		—		(121.8)		—		—		—		(121.8)
Issuance of common stock (303,005 shares)	—		(35.0)		—		—		38.8		—		3.8
Repurchase of common stock (70,802 shares)	—		—		—		—		(6.3)		—		(6.3)
Stock-based compensation related	—		41.3		—		—		—		—		41.3
Balance March 30, 2024	$	442.3	$	5,065.3	$	8,437.9	$	(2,185.3)	$	(2,883.8)	$	—	$	8,876.4


	Common Stock		Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Non- Controlling Interests		Shareowners’ Equity
Balance December 31, 2022	$	442.3	$	5,055.6	$	9,333.3	$	(2,119.5)	$	(2,999.6)	$	2.1	$	9,714.2
Net loss	—		—		(187.8)		—		—		—		(187.8)
Other comprehensive income	—		—		—		52.8		—		—		52.8
Cash dividends declared — $0.80 per common share	—		—		(119.8)		—		—		—		(119.8)
Issuance of common stock (202,552 shares)	—		(21.5)		—		—		24.6		—		3.1
Repurchase of common stock (58,377 shares)	—		—		—		—		(4.8)		—		(4.8)
Stock-based compensation related	—		34.7		—		—		—		—		34.7
Balance April 1, 2023	$	442.3	$	5,068.8	$	9,025.7	$	(2,066.7)	$	(2,979.8)	$	2.1	$	9,492.4

See Notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

NOTES TO ~~(UNAUDITED)~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 30, ~~2017~~2024


A.	~~Basis of Presentation~~

A. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (hereinafter referred to as “generally accepted accounting principles”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations for the interim periods have been included and are of a normal, recurring nature. Operating results for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017~~2024 are not necessarily indicative of the results that may be expected for a full fiscal year. For further information, refer to the consolidated financial statements and footnotes included in Stanley Black & Decker, Inc.’s (the “Company”) Form 10-K for the year ended December ~~31, 2016~~,30, 2023, and subsequent related filings with the Securities and Exchange ~~Commission.~~Commission ("SEC").

~~In February 2017,~~On April 1, 2024, the Company ~~sold~~completed the ~~majority~~previously announced sale of its ~~mechanical security businesses within the Security segment, which included the commercial hardware brands of Best Access, phi Precision and GMT. In addition, the Company sold a small~~Infrastructure business. Based on management's commitment to sell this business, within the Tools & Storage segment on January 3, 2017 and a small business within the Industrial segment on September 2, 2017. The operating results of these businesses have been reported within continuing operations in the Condensed Consolidated Financial Statements through their respective dates of sale in 2017 and for the three and nine months ended October 1, 2016. In addition, the assets and liabilities related to ~~the businesses sold in the first quarter of 2017~~Infrastructure were classified as held for sale on the Company's Condensed Consolidated Balance Sheets as of March 30, 2024 and December ~~31, 2016.~~30, 2023. This divestiture does not qualify for discontinued operations and therefore, its results are included in the Company's Consolidated Statements of Operations and Comprehensive Loss for all periods presented. The sale of the Infrastructure business is part of the Company's strategic commitment to simplify and streamline its portfolio to focus on the core Tools & Outdoor and Industrial businesses. Refer to Note T,Q, Divestitures,for further ~~discussion.~~discussion of this transaction.

In March 2017, the Company acquired the Tools business of Newell Brands ("Newell Tools") and the Craftsman brand, which are both being accounted for as business combinations. The results of these acquisitions are being consolidated into the Company's Tools & Storage segment. Refer to ~~Note F, Acquisitions,~~ ~~for further discussion.~~

The preparation of financial statements in conformity with generally accepted accounting principles 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 previous years have been reclassified to conform to the 2024 presentation.


B.	~~New Accounting Standards~~

B. NEW ACCOUNTING STANDARDS

NEW ACCOUNTING STANDARDS ADOPTED — In ~~August 2017,~~June 2022, the Financial Accounting Standards ~~Boards~~Board ("FASB") issued Accounting Standards Update ("ASU") ~~2017-12,~~ ~~Derivatives and Hedging~~2022-03, Fair Value Measurement (Topic ~~815)~~820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The new standard ~~amends~~clarifies that a contractual restriction on the ~~hedge accounting recognition and presentation requirements~~sale of an equity security should not be considered in ~~ASC 815. This~~measuring the fair value of the security. The new standard also requires certain disclosures related to equity securities with contractual sale restrictions. The ASU is effective for fiscal years beginning after December 15, ~~2018,~~2023, including interim periods within those fiscal years. ~~Early adoption is permitted.~~ The Company ~~is currently evaluating~~adopted this standard in the ~~timing~~first quarter of ~~adopting the new guidance as well as the~~2024 and it did not have a material impact ~~it may have~~ on its consolidated financial statements.

RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED — In ~~March 2017,~~December 2023, the FASB issued ASU ~~2017-07,~~ ~~Compensation-Retirement Benefits~~2023-09, Income Taxes (Topic ~~715)~~740): Improvements to Income Tax Disclosures. The new standard ~~improves~~was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the ~~presentation of Net Periodic Pension Cost~~rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and ~~Net Periodic Postretirement Benefit Cost. This~~income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, ~~2017, including interim periods within those fiscal years,~~2024, and should be applied retrospectively. Based on the Company's preliminary assessment, the anticipated impacts to the consolidated financial statements relate to classification of the components of net pension and postretirement benefit costs on the income statement.

~~In February 2017, the FASB issued ASU 2017-05,~~ ~~Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610).~~ early adoption is permitted. The ~~new~~ standard provides guidance for recognizing gains and losses of nonfinancial assets in contracts with non-customers. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company will adopt this guidance in the first quarter of 2018 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~~can be applied prospectively ~~and is effective for annual~~ or ~~interim goodwill~~

~~impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.~~

~~In January 2017, the FASB issued ASU 2017-01,~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business.~~ The new standard narrows the definition of a business and provides a framework for evaluation. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2017, 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 will adopt this guidance in the first quarter of 2018 and does not expect it to have a material impact 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.retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In ~~June 2016,~~November 2023, the FASB issued ASU ~~2016-13,~~ ~~Financial Instruments-Credit Losses~~2023-07, Segment Reporting (Topic ~~326)~~280): Improvements to Reportable Segment Disclosures. The new standard ~~amends guidance~~provides improvements to reportable segment disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on ~~reporting credit losses for assets held at amortized cost~~an interim and annual basis and ~~available-for-sale debt securities. This~~requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis. The standard also requires the disclosure of the chief operating decision maker’s (“CODM”) title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies

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with a single reportable segment must provide all disclosures required by this amendment. The ASU is effective ~~for financial statements issued~~ for fiscal years beginning after December 15, ~~2018, including~~2023, and interim periods within ~~those~~ fiscal ~~years.~~years beginning after December 15, 2024. The standard should be applied retrospectively to all prior periods presented in the financial statements. 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 was effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this standard prospectively in the first quarter of 2017 and it did not have a material impact on its consolidated financial statements. Prior periods were not adjusted.

~~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 has evaluated the new guidance and expects it will not have a material impact on its consolidated financial statements.C. EARNINGS PER SHARE

~~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 the Last-in First-out ("LIFO") or the retail inventory method. The provisions of ASU 2015-11 were effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this standard in the first quarter of 2017 and it did not have an 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 assessment, the anticipated impacts to the financial statements are primarily related to classification of outbound freight on the income statement and presentation of sales returns reserve.


C.	~~Earnings Per Share~~

The following table reconciles net earnings ~~attributable to common shareowners~~(loss) and the weighted-average shares outstanding used to calculate basic and diluted earnings (loss) per share of common stock for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017~~2024 and ~~October~~April 1, ~~2016~~:2023:


	Year-to-Date
		2024		2023
Numerator (in millions):
Net earnings (loss)		$	19.5	$	(187.8)





Denominator (in thousands):
Basic weighted-average shares outstanding	150,235		149,574
Dilutive effect of stock contracts and awards	706		—
Diluted weighted-average shares outstanding	150,941		149,574
Earnings (loss) per share of common stock:
Basic	$	0.13	$	(1.26)
Diluted	$	0.13	$	(1.26)

Third Quarter Year-to-Date
2017 2016 2017 2016
Numerator (in millions):
Net Earnings Attributable to Common Shareowners $ 274.2
$ 248.9
$ 944.5
$ 709.8

Denominator (in thousands):
Basic earnings per share — weighted-average shares 149,689
145,410
149,464
145,547
Dilutive effect of stock contracts and awards 2,933
2,565
2,642
2,170
Diluted earnings per share — weighted-average shares 152,622
147,975
152,106
147,717
Earnings per share of common stock:
Basic $ 1.83
$ 1.71
$ 6.32
$ 4.88
Diluted $ 1.80
$ 1.68
$ 6.21
$ 4.81

The following weighted-average stock options were not included in the computation of weighted-average diluted shares outstanding because the effect would be anti-dilutive (in thousands):


	Year-to-Date
		2024	2023
Number of stock options		4,995	5,735

Third Quarter Year-to-Date
2017 2016 2017 2016
Number of stock options 2
—
388
854

~~As described in detail in~~ ~~Note J, Equity Arrangements,~~ In March 2015, the Company ~~issued $750 million Equity Units in May 2017 comprised of $750.0 million of convertible preferred stock and~~entered into a forward ~~stock~~share 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, orcontract with a ~~combination thereof. The conversion rate was initially 6.1627~~financial institution counterparty for 3,645,510 shares of common stock per one share of convertible preferred stock, which is equivalent to an initial conversion price of approximately $162.27 per share of common stock. As of September 30, 2017, due to the customary anti-dilution provisions, the conversion rate was 6.1649, equivalent to a conversion price of approximately $162.21 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, ifcontract obligates the Company ~~elects~~ to ~~settle such excess in common shares, would be included in the denominator of diluted earnings per share.~~

~~As described in detail in~~ ~~Note J, Equity Arrangements,~~ ~~the Company issued Equity Units in December 2013 comprised of $345.0~~pay $350.0 million, ~~of Notes and Equity Purchase Contracts, which obligated the holders to purchase on November 17, 2016, for $100, between 1.0122 and 1.2399 shares of the Company’s common stock. The shares~~plus an additional amount related to the ~~Equity Purchase Contracts were anti-dilutive during January~~forward component of the contract. In November 2022, the Company amended the forward share purchase contract and ~~February 2016. Upon~~updated the ~~November 17, 2016~~final settlement date to November 2024, or earlier at the ~~Company issued 3,504,165 shares~~Company's option. The reduction of common ~~stock~~shares outstanding was recorded at the inception of the forward share purchase contract in March 2015 and ~~received cash proceeds~~factored into the calculation of ~~$345.0 million.~~weighted-average shares outstanding at that time.

D. ~~Financing Receivables~~ACCOUNTS AND NOTES RECEIVABLE, NET


(Millions of Dollars)	March 30, 2024		December 30, 2023
Trade accounts receivable	$	1,480.6	$	1,057.8
Notes receivable	64.8		66.9
Other accounts receivable	238.4		253.9
Accounts and notes receivable	$	1,783.8	$	1,378.6
Allowance for credit losses	(74.9)		(76.6)
Accounts and notes receivable, net	$	1,708.9	$	1,302.0

~~Long-term trade financing~~Trade receivables are dispersed among a large number of ~~$191.1 million~~retailers, distributors and ~~$180.9 million at September 30, 2017 and December 31, 2016, respectively, are reported within Other Assets~~industrial accounts in many countries. Adequate reserves have been established to cover anticipated credit losses.

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The changes in the ~~Condensed Consolidated Balance Sheets. Financing receivables~~allowance for credit losses for the three months ended March 30, 2024 and ~~long-term financing receivables~~April 1, 2023 are ~~predominantly related to certain security equipment leases~~as follows:


	Year-to-Date
(Millions of Dollars)		2024		2023
Beginning balance		$	76.6	$	106.6
Charged to costs and expenses		(0.2)		2.1
Other, including recoveries and deductions (a)		(1.5)		(2.9)
Balance end of period		$	74.9	$	105.8

(a) Amounts represent charge-offs less recoveries, the impacts of foreign currency translation, divestitures and net transfers to/from other accounts.

The Company's payment terms are generally consistent with ~~commercial businesses. Generally,~~ the ~~Company retains legal title to any equipment under lease~~industries in which their businesses operate and bears the right to repossess such equipment in an event of default. All financing receivables are interest bearing and the Company has not classified any financing receivables as held-for-sale. Interest income earnedtypically range from ~~financing receivables that are not delinquent is recorded on the effective interest method.~~30-90 days globally. The Company ~~considers any~~does not adjust the promised amount of consideration for the effects of a significant financing ~~receivable that has not been collected within 90 days~~component when the period between transfer of ~~original billing date as past-due or delinquent. Additionally,~~ the ~~Company considers the credit quality~~product and receipt of ~~all past-due or delinquent~~payment is less than one year. Any significant financing ~~receivables as non-performing.~~components for contracts greater than one year are included in revenue over time.

The Company has an accounts receivable sale ~~program that expires on January 5, 2018.~~program. According to the terms, ~~of that program,~~ the Company ~~is required to sell~~sells certain of its trade accounts receivables at fair value to a ~~wholly-owned,~~wholly owned, consolidated, bankruptcy-remote special purpose subsidiary (“~~BRS”~~BRS"). The BRS, in turn, ~~must~~can 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 these~~These transfers qualify as sales under ~~ASC~~Accounting Standards Codification ("ASC") 860, ~~"Transfers~~Transfers and ~~Servicing." Receivables~~Servicing, and receivables are derecognized from the Company’s consolidated balance sheet when the BRS sells those receivables to the Purchaser. The Company has no retained interests in the transferred receivables, other than collection and administrative ~~responsibilities and its right to the deferred purchase price receivable.~~responsibilities. At ~~September~~March 30, ~~2017,~~2024, 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 ~~September~~March 30, ~~2017~~2024 and December ~~31, 2016, $61.0~~30, 2023, net receivables of approximately $64.4 million and ~~$100.5~~$110.0 million, respectively, ~~of net receivables~~ were derecognized. Gross receivables sold amounted to $546.1 million ($460.0 million, net) and $1,549.3 million ($1,312.9 million, net) for the three and nine months ended September 30, 2017, respectively. These sales resulted in a pre-tax loss of $2.0 million and $5.3 million, respectively, and included servicing fees of $0.4 million and $1.0 million, respectively, for the three and nine months ended September 30, 2017. Proceeds from transfers of receivables to the Purchaser totaled ~~$432.1~~$59.6 million and ~~$1,213.0~~$56.9 million for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017, respectively. Collections of previously sold receivables, including deferred purchase price receivables,~~2024 and ~~all fees, which are settled one month in arrears, resulted in~~April 1, 2023, respectively, and payments to the Purchaser ~~of $471.9~~totaled $105.2 million and ~~$1,252.9~~$106.3 million, ~~for the three and nine months ended September 30, 2017, respectively.~~

~~Gross receivables sold amounted to $433.6 million ($364.8 million, net) and $1,307.1 million ($1,111.0 million, net) for the three and nine months ended October 1, 2016,~~ respectively. ~~These sales~~The program resulted in a pre-tax loss of ~~$1.1~~$1.2 million and $3.5 million, respectively, and included servicing fees of $0.2 million and $0.6 million, respectively, for the three and nine months ended October 1, 2016. Proceeds from transfers of receivables to the Purchaser totaled $354.0 million and $1,031.6 million, respectively, for the three and nine months ended October 1, 2016. Collections of previously sold receivables, including deferred purchase price receivables, and all fees, which are settled one month in arrears, resulted in payments to the Purchaser of $375.5 million and $1,053.1 million, respectively, for the three and nine months ended October 1, 2016.

The Company’s risk of loss following the sale of the receivables is limited to the deferred purchase price receivable, which was $202.0 million at September 30, 2017 and $83.2 million at December 31, 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. There were $0.1 million of delinquencies or credit losses for the three and nine months ended September 30, 2017 and October 1, 2016. Cash inflows related to the deferred purchase price receivable totaled $216.4 million and $504.8$1.0 million for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017, respectively,~~2024 and ~~$135.2 million and $354.7 million for the three and nine months ended October~~April 1, ~~2016,~~2023, respectively. All cash flows under the program are reported as a component of changes in working capital within operating activities in the Condensed Consolidated Statements of Cash Flows since all the cash from the Purchaser is ~~either: 1)~~ received upon the initial sale of the ~~receivable or 2) from~~receivable.

As of March 30, 2024 and December 30, 2023, the ~~ultimate collection of the underlying receivables and the underlying receivables are not subject to significant risks, other than credit risk, given their short-term nature.~~


E.	~~Inventories~~

~~The components of Inventories, net at~~ ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016~~ ~~are as follows:~~

(Millions of Dollars) September 30, 2017 December 31, 2016
Finished products $ 1,648.1
$ 1,044.2
Work in process 166.0
133.3
Raw materials 433.3
300.5
Total $ 2,247.4
$ 1,478.0

~~In the first quarter of 2017, the Company acquired inventory with estimated fair values of approximately $198.2~~Company's deferred revenue totaled $116.7 million and ~~$15.7~~$116.8 million, ~~related to the Newell Tools and Craftsman brand acquisitions, respectively. Refer to~~ ~~Note F, Acquisitions,~~ ~~for further discussion~~respectively, of ~~these acquisitions.~~


F.	~~Acquisitions~~

~~2017 ACQUISITIONS~~

~~Newell Tools~~

~~On March 9, 2017, the Company acquired the Tools business of Newell Brands ("Newell Tools"),~~ which includes the industrial cutting, hand tool and power tool accessory brands Irwin® and Lenox®, for approximately $1.84 billion, net of cash acquired and an estimated working capital adjustment. This acquisition enhances the Company’s position within the global tools & storage industry and broadens the Company’s product offerings and solutions to customers and end users, particularly within power tool accessories. The results of Newell Tools are being consolidated into the Company's Tools & Storage segment.

The Newell Tools acquisition is being accounted for as a business combination, which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The following table summarizes the estimated fair values of major assets acquired and liabilities assumed:

(Millions of Dollars)
Cash and cash equivalents $ 20.0
Accounts and notes receivable, net 26.9
Inventories, net 198.2
Prepaid expenses and other current assets 22.1
Property, plant and equipment, net 118.7
Trade names 283.0
Customer relationships 548.0
Other assets 8.2
Accounts payable (70.2 )
Accrued expenses (37.5 )
Deferred taxes (307.9 )
Other liabilities (3.1 )
Total identifiable net assets $ 806.4
Goodwill 1,051.0
Total consideration paid $ 1,857.4

~~The trade names were determined to have indefinite lives. The weighted-average useful life assigned to the customer relationships is 15 years.~~

Goodwill is 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 $14.9 million of goodwill, relating to the pre-acquisition historical tax basis of goodwill, will be deductible for tax purposes.

The purchase price allocation for Newell Tools is preliminary in certain respects. During the measurement period, the Company expects to record adjustments relating to the finalization of inventory and property, plant and equipment valuations, various opening balance sheet contingencies, including environmental remediation and risk insurance reserves, and various income tax matters, amongst others.

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company’s judgments used to determine the estimated 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. The Company will complete its purchase price allocation as soon as reasonably possible within the measurement period.

~~Craftsman Brand~~

On March 8, 2017, the Company purchased the Craftsman brand from Sears Holdings, which provides the Company with the rights to develop, manufacture and sell Craftsman®-branded products in non-Sears Holdings channels. The total estimated cash purchase price is $887.4 million, consisting of an initial cash payment of $569.4 million, which reflects the impact of working capital adjustments, a cash payment at the end of year three with an estimated present value of $234.0$33.6 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~~$31.7 million, respectively, was ~~initially valued at $84.0 million at the acquisition date based on estimated future sales projections which are subject to change. Refer to~~ ~~Note M, Fair Value Measurements,~~ ~~for additional details. In addition,~~classified as part of the acquisition the Company also granted a perpetual license to Sears Holdings to continue selling Craftsman®-branded products in Sears-related channels. The perpetual license will be royalty-free until March 2032, which represents an estimated value of approximately $293.0 million, and 3% thereafter. The Craftsman results are being consolidated into the Company's Tools & Storage segment.

~~The Craftsman brand acquisition is being accounted for as a business combination which requires, among other things, the assets acquired and liabilities assumed to be~~current.Revenue recognized at their fair values as of the acquisition date. The estimated fair value of identifiable assets acquired, which includes $45.2 million of working capital and $433.0 million of intangible assets, is $589.8 million. The related goodwill is $590.6 million. The amount allocated to intangible assets includes $406.0 million of an indefinite-lived trade name. The useful life assigned to the customer relationships is 15 years.

Goodwill is 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. A portion of the goodwill is expected to be deductible for tax purposes.

The purchase price allocation for Craftsman is preliminary in certain respects. During the measurement period, the Company expects to record adjustments relating to the finalization of valuations for intangible assets, the contingent consideration liability relating to future payments to Sears Holdings, and various opening balance sheet contingencies, including warranty exposures, amongst others.

~~OTHER ACQUISITIONS~~

The Company completed an acquisition during the first quarter of 2017 for a total purchase price of $26.1 million, net of cash acquired, which is being consolidated into the Company's Security segment.

During the third quarter of 2017, the Company completed three acquisitions for a total purchase price of $152.0 million, net of cash acquired, which are being consolidated into the Company's Tools & Storage and Security segments.

During the measurement period, the Company expects to record adjustments relating to the finalization of valuations for intangible assets, working capital accounts, and various opening balance sheet contingencies.

~~2016 ACQUISITIONS~~

During 2016, the Company completed five acquisitions for a total purchase price of $59.3 million, net of cash acquired, which have been consolidated into the Company’s Tools & Storage and Security segments. The total purchase price for the acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The purchase accounting for these acquisitions is complete.

~~ACTUAL AND PRO-FORMA IMPACT OF THE ACQUISTIONS~~

~~Actual Impact from Acquisitions~~

~~The net sales and net earnings (loss) from 2017 acquisitions included in the Company's Consolidated Statements of Operations and Comprehensive Income~~ for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017 are shown in the table below. These amounts include amortization relating to inventory step-up~~2024 and ~~intangible assets recorded upon acquisition, transaction costs,~~April 1, 2023 that was previously deferred as of December 30, 2023 and ~~other integration-related costs.~~December 31, 2022 totaled $5.9 million and $7.7 million, respectively.

E. INVENTORIES, NET


(Millions of Dollars)	March 30, 2024		December 30, 2023
Finished products	$	2,945.9	$	2,912.5
Work in process	303.3		263.4
Raw materials	1,444.1		1,562.7
Total	$	4,693.3	$	4,738.6

(Millions of Dollars) Third Quarter 2017 Year-to-Date 2017
Net sales $ 252.5
$ 532.9
Net earnings (loss) attributable to common shareowners $ 3.6
$ (39.3 )

~~Pro-forma Impact from Acquisitions~~

~~The following table presents supplemental pro-forma information as if the 2017 acquisitions had occurred on January 3, 2016. The pro-forma consolidated results are not necessarily indicative~~Table of what the Company’s consolidated net sales and net earnings would have been had the Company completed the acquisitions on January 3, 2016. In addition, the pro-forma consolidated results do not purport to project the future results of the Company.

Contents

Third Quarter Year-to-Date
(Millions of Dollars, except per share amounts) 2017 2016 2017 2016
Net sales $ 3,309.3
$ 3,119.2
$ 9,570.1
$ 9,198.3
Net earnings attributable to common shareowners 292.2
251.8
1,044.8
667.5
Diluted earnings per share $ 1.91
$ 1.70
$ 6.87
$ 4.52

F. GOODWILL

~~2017 Pro-forma Results~~

The 2017 pro-forma results were calculated by combining the results of Stanley Black & Decker with the stand-alone results of the 2017 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 January 1, 2017 to the acquisition dates.

~~Additional depreciation expense for the property, plant, and equipment fair value adjustments that would have been incurred from January 1, 2017 to the acquisition date of Newell Tools.~~

Because the 2017 acquisitions were assumed to occur on January 3, 2016, there were no deal costs or inventory step-up amortization factored into the 2017 pro-forma year, as such expenses would have occurred in the first year following the acquisition.

~~2016 Pro-forma Results~~

The 2016 pro-forma results were calculated by taking the historical financial results of Stanley Black & Decker and adding the historical results of the 2017 acquisitions for their respective pre-acquisition periods. Accordingly the following adjustments were made assuming the acquisitions commenced on January 3, 2016:

~~Additional expense for deal costs and inventory step-up, which would have been amortized as the corresponding inventory was sold.~~

~~Additional depreciation expense for the property, plant, and equipment fair value adjustments that would have been incurred for the three and nine months ended October 1, 2016 for Newell Tools.~~

~~G. Goodwill~~

Changes in the carrying amount of goodwill by segment are as follows:


(Millions of Dollars)	Tools & Outdoor		Industrial		Total
Balance December 30, 2023	$	5,976.3	$	2,019.6	$	7,995.9
Foreign currency translation & other	(33.6)		(7.6)		(41.2)
Balance March 30, 2024	$	5,942.7	$	2,012.0	$	7,954.7

(Millions of Dollars) Tools & Storage Security Industrial Total
Balance December 31, 2016 $ 3,247.8
$ 2,007.0
$ 1,439.2
$ 6,694.0
Acquisition adjustments 1,665.7
58.0
—
1,723.7
Foreign currency translation and other 155.3
90.2
16.5
262.0
Balance September 30, 2017 $ 5,068.8
$ 2,155.2
$ 1,455.7
$ 8,679.7

~~In the first nine months of 2017, goodwill increased by approximately $2.0 billion, which primarily related~~Goodwill totaling $539.6 million and $540.5 million relating to the ~~Newell Tools~~Infrastructure business was reclassified to assets held for sale as of March 30, 2024 and ~~Craftsman brand acquisitions. The~~December 30, 2023, respectively. These goodwill amounts ~~for these and other 2017 acquisitions are subject to change based upon~~were included in the ~~allocation~~determination of the ~~consideration transferred~~impairment charges recorded in the fourth quarter of 2023 and first quarter of 2024 to adjust the carrying amount of Infrastructure's long-lived assets ~~acquired and liabilities assumed.~~to its estimated fair value less selling costs. Refer to Note ~~F, Acquisitions,~~ Q, Divestitures, for further discussion.

~~H. Long-Term Debt and Financing Arrangements~~G. LONG-TERM DEBT AND FINANCING ARRANGEMENTS


		March 30, 2024												December 30, 2023
(Millions of Dollars)	Interest Rate	Notional Value		Unamortized Discount		Unamortized Gain/(Loss) Terminated Swaps 1		Purchase Accounting FV Adjustment		Deferred Financing Fees		Carrying Value		Carrying Value
Notes payable due 2025	2.30%	$	500.0	$	(0.2)	$	—	$	—	$	(0.8)	$	499.0	$	498.7
Notes payable due 2026	3.40%	500.0		(0.2)		—		—		(0.8)		499.0		498.9
Notes payable due 2026	6.27%	350.0		—		—		—		(1.2)		348.8		348.6
Notes payable due 2026	3.42%	25.0		—		—		0.9		—		25.9		26.0
Notes payable due 2026	1.84%	27.0		—		—		0.9		(0.1)		27.8		28.5
Notes payable due 2028	6.00%	400.0		(0.4)		—		—		(2.0)		397.6		397.5
Notes payable due 2028	7.05%	150.0		—		4.7		4.5		—		159.2		159.7
Notes payable due 2028	4.25%	500.0		(0.1)		—		—		(2.0)		497.9		497.7
Notes payable due 2028	3.52%	50.0		—		—		3.1		(0.2)		52.9		53.1
Notes payable due 2030	2.30%	750.0		(1.5)		—		—		(3.1)		745.4		745.3
Notes payable due 2032	3.00%	500.0		(0.7)		—		—		(2.8)		496.5		496.3
Notes payable due 2040	5.20%	400.0		(0.2)		(24.3)		—		(2.2)		373.3		372.9
Notes payable due 2048	4.85%	500.0		(0.5)		—		—		(4.5)		495.0		495.0
Notes payable due 2050	2.75%	750.0		(1.7)		—		—		(7.5)		740.8		740.7
Notes payable due 2060 (junior subordinated)	4.00%	750.0		—		—		—		(8.5)		741.5		741.4
Other, payable in varying amounts 2024 through 2027	4.10%-4.31%	1.5		—		—		—		—		1.5		1.8
Total Long-term debt, including current maturities		$	6,153.5	$	(5.5)	$	(19.6)	$	9.4	$	(35.7)	$	6,102.1	$	6,102.1
Less: Current maturities of long-term debt												(500.0)		(1.1)
Long-term debt												$	5,602.1	$	6,101.0

~~Long-term debt and financing arrangements at September 30, 2017 and December 31, 2016 are as follows:~~

September 30, 2017 December 31, 2016
(Millions of Dollars) Interest Rate Original Notional Unamortized Discount Unamortized Gain/(Loss) Terminated Swaps (1) Purchase Accounting FV Adjustment Deferred Financing Fees Carrying Value Carrying Value
Notes payable due 2018 2.45% $ 632.5
$ —
$ —
$ —
$ (2.0 ) $ 630.5
$ 629.2
Notes payable due 2018 1.62% 345.0
—
—
—
(1.1 ) 343.9
343.1
Notes payable due 2021 3.40% 400.0
(0.2 ) 14.5
—
(1.4 ) 412.9
415.2
Notes payable due 2022 2.90% 754.3
(0.3 ) —
—
(3.2 ) 750.8
750.3
Notes payable due 2028 7.05% 150.0
—
11.7
11.4
—
173.1
174.7
Notes payable due 2040 5.20% 400.0
(0.2 ) (33.8 ) —
(3.1 ) 362.9
361.7
Notes payable due 2052 (junior subordinated) 5.75% 750.0
—
—
—
(19.1 ) 730.9
730.4
Notes payable due 2053 (junior subordinated) 5.75% 400.0
—
4.7
—
(8.1 ) 396.6
396.5
Other, payable in varying amounts through 2022 0.00% - 2.73% 25.1
—
—
—
—
25.1
22.0
Total long-term debt, including current maturities $ 3,856.9
$ (0.7 ) $ (2.9 ) $ 11.4
$ (38.0 ) $ 3,826.7
$ 3,823.1
Less: Current maturities of long-term debt (8.7 ) (7.8 )
Long-term debt $ 3,818.0
$ 3,815.3

⁽¹⁾1Unamortized gain/(loss) associated with interest rate swaps are more fully discussed in Note I,H, Financial Instruments.

In ~~January 2017,~~March 2023, the Company ~~amended its~~issued $350.0 million of senior unsecured term notes maturing March 6, 2026 ("2026 Term Notes") and $400.0 million of senior unsecured term notes maturing March 6, 2028 (“2028 Term Notes”). The 2026 Term Notes accrue interest at a fixed rate of 6.272% per annum and the 2028 Term Notes at a fixed rate of 6.0% per annum, with interest payable semi-annually in arrears, and both notes rank equally in right of payment with all of the Company's existing ~~$2.0~~and future unsecured, unsubordinated debt. The Company received total net proceeds from this offering of $745.3 million, net of $4.7 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 indebtedness under the commercial paper program.

The Company has a $3.5 billion commercial paper program ~~to increase the maximum amount of notes authorized to be issued to $3.0 billion and to include~~which includes Euro denominated borrowings in addition to U.S. Dollars. As of ~~September~~March 30, ~~2017,~~2024, the Company had ~~$573.1 million of~~commercial paper borrowings outstanding ~~against the Company’s $3.0~~of $1.7 billion, ~~commercial paper program,~~ of which ~~approximately $471.3~~$357.1 million in Euro denominated commercial paper was designated as a ~~Net Investment Hedge as described in more detail in~~ ~~Note I, Financial Instruments. At~~net investment hedge. As of December ~~31, 2016,~~30, 2023, the Company had no$1.1 billion of borrowings outstanding, of which $399.7 million in Euro denominated commercial paper ~~borrowings outstanding.~~was designated as a net investment hedge. Refer to Note H, Financial Instruments, for further discussion.

~~In January 2017, the~~

The Company ~~also executed~~has a ~~364-day $1.3~~five-year $2.5 billion committed credit facility (the ~~"2017~~“5-Year Credit ~~Agreement"~~Agreement”). ~~The 2017~~Borrowings under the 5-Year Credit Agreement ~~consists~~may be made in U.S. Dollars, Euros or Pounds Sterling. A sub-limit amount of ~~a $1.3 billion revolving credit loan and a sub-limit of an amount equal to the Euro equivalent of $400~~$814.3 million is designated for swing line ~~advances.~~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 ~~2017~~5-Year Credit Agreement by the earlier of September 8, 2026 or upon termination. The 5-Year Credit Agreement is designated to be a liquidity back-stop for the Company's $3.5 billion U.S. Dollar and Euro commercial paper program. As of March 30, 2024 and December 30, 2023, the Company had not drawn on its five-year committed credit facility.

The Company has a $1.5 billion syndicated 364-Day Credit Agreement (the "2023 Syndicated 364-Day Credit Agreement") which is a revolving credit loan. The borrowings under the 2023 Syndicated 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. Repayments~~borrowing and pursuant to the terms of the 2023 Syndicated 364-Day Credit Agreement. The Company must ~~be made~~repay all advances under the 2023 Syndicated 364-Day Credit Agreement by ~~January 17, 2018~~the earlier of September 4, 2024 or upon ~~an earlier~~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 ~~2017 Credit Agreement at~~termination date provided that the ~~election~~Company, among other things, pays a fee to the administrative agent for the account of ~~the Company.~~each lender. The ~~2017~~2023 Syndicated 364-Day Credit Agreement serves as apart of the liquidity back-stop for the Company’s ~~$3.0~~$3.5 billion U.S. Dollar and Euro commercial paper ~~program, also authorized and amended in January 2017, as discussed above.~~program. As of ~~September~~March 30, ~~2017, the Company had not drawn on this commitment.~~

~~As of September 30, 2017~~2024 and December ~~31, 2016,~~30, 2023, the Company had not drawn on its ~~existing five-year $1.75~~2023 Syndicated 364-Day Credit Agreement.

In September 2023, the Company terminated its $0.5 billion revolving credit loan (the "Club 364-Day Credit Agreement") dated September 2022, as amended. There were no outstanding borrowings under the Club 364-Day Credit Agreement upon termination.

The Company has an interest coverage covenant that must be maintained to permit continued access to its committed credit ~~facility.~~facilities described above. The interest coverage ratio tested for covenant compliance compares adjusted Earnings Before Interest, Taxes, Depreciation and Amortization to adjusted net Interest Expense ("Adjusted EBITDA"/"Adjusted Net Interest Expense"). In February 2023, the Company entered into an amendment to its 5-Year Credit Agreement to: (a) amend the definition of Adjusted EBITDA to allow for additional adjustment addbacks, not to exceed $500 million in the aggregate, for amounts incurred during each four fiscal quarter period beginning with the period ending in the third quarter of 2023 through the period ending in the second quarter of 2024, and (b) amend the minimum interest coverage ratio from 3.5 times to not less than 1.5 to 1.0 times computed quarterly, on a rolling twelve months (last twelve months) basis, for the period from and including the third quarter of 2023 through the second quarter of 2024. The minimum interest coverage ratio will revert back to 3.5 times for periods after the second quarter of 2024. The amended provisions described above also apply to the 2023 Syndicated 364-Day Credit Agreement.

~~I. Financial Instruments~~

H. FINANCIAL INSTRUMENTS

The Company is exposed to market risk from changes in foreign currency exchange rates, interest rates, stock prices and commodity prices. As part of the Company’s risk management program, a variety of financial instruments such as interest rate swaps, currency swaps, purchased currency options, foreign exchange contracts and commodity contracts may be used to mitigate interest rate exposure, foreign currency exposure and commodity price exposure.

If the Company elects to do so and if the instrument meets the criteria specified in ASC 815, ~~"Derivatives~~ 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 ~~financial instruments~~derivatives recorded in the Condensed Consolidated Balance Sheets at ~~September~~March 30, ~~2017~~2024 and December ~~31, 2016~~30, 2023 is as follows:

Table of Contents


(Millions of Dollars)	Balance Sheet Classification	September 30, 2017		December 31, 2016		Balance Sheet Classification	September 30, 2017		December 31, 2016		(Millions of Dollars)	Balance Sheet Classification	March 30, 2024	December 30, 2023	Balance Sheet Classification	March 30, 2024	December 30, 2023
Derivatives designated as hedging instruments:
Interest Rate Contracts Cash Flow	LT other assets	$	—	$	—	LT other liabilities	$	56.0	$	47.3

Foreign Exchange Contracts Cash Flow	Other current assets	3.5		37.6		Accrued expenses	26.6		1.6
	LT other assets	0.9		—		LT other liabilities	11.7		—
Net Investment Hedge	Other current assets	9.9		44.1		Accrued expenses	6.7		1.8
Foreign Exchange Contracts Cash Flow

Foreign Exchange Contracts Cash Flow

Non-derivative designated as hedging instrument:

Non-derivative designated as hedging instrument:

	LT other assets	—		—		LT other liabilities	5.7		0.5
Non-derivative designated as hedging instrument:
Net Investment Hedge		—		—		Short-term borrowings	471.3		—
Total Designated		$	14.3	$	81.7		$	578.0	$	51.2
Net Investment Hedge
Net Investment Hedge
Total designated as hedging instruments
Derivatives not designated as hedging instruments:
Foreign Exchange Contracts	Other current assets	$	5.0	$	28.5	Accrued expenses	$	16.9	$	46.4
Total Undesignated		$	5.0	$	28.5		$	16.9	$	46.4
Foreign Exchange Contracts
Foreign Exchange Contracts
Total

The counterparties to all of the above mentioned financial instruments are major international financial institutions. The Company is exposed to credit risk for net exchanges under these agreements, but not for the notional amounts. The credit risk is limited to the asset amounts noted above. The Company limits its exposure and concentration of risk by contracting with diverse financial institutions and does not anticipate non-performance by any of its counterparties. ~~Further, as more fully discussed in~~ ~~Note M, Fair Value Measurements, the~~The Company considers non-performance risk of its counterparties at each reporting period and adjusts the carrying value of these assets accordingly. The risk of default is considered remote. As of March 30, 2024 and December 30, 2023, there were no assets that had been posted as collateral related to the above mentioned financial instruments.

During the ~~nine~~three months ended ~~September~~March 30, ~~2017~~2024 and ~~October~~April 1, ~~2016,~~2023, cash flows related to derivatives, including those that are separately discussed below, resulted in net cash paid of ~~$4.2~~$15.4 million and ~~net cash received of $67.9~~$4.6 million, respectively.

CASH FLOW HEDGES

There were after-tax mark-to-market losses of ~~September~~$37.5 million and $42.5 million as of March 30, ~~2017~~2024 and December ~~31, 2016, there was an after-tax mark-to-market loss of $117.1 million and $46.3 million,~~30, 2023, respectively, reported for cash flow hedge effectiveness in Accumulated other comprehensive loss. An after-tax ~~gain~~loss of ~~$12.6~~$1.9 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 from~~of derivatives designated as cash flow hedges in Accumulated other comprehensive loss ~~into earnings for active derivative financial instruments~~ during the periods in which the underlying hedged transactions affected earnings for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017~~2024 and ~~October~~April 1, ~~2016 (in millions):~~ 2023:


	Year-to-Date 2024
(Millions of Dollars)	Gain (Loss) Recorded in OCI		Classification of Gain (Loss) Reclassified from OCI to Income	Gain (Loss) Reclassified from OCI to Income		Gain (Loss) Recognized in Income on Amounts Excluded from Effectiveness Testing
Interest Rate Contracts	$	—	Interest expense	$	(1.5)	$	—
Foreign Exchange Contracts	$	7.0	Cost of sales	$	1.7	$	—


	Year-to-Date 2023
(Millions of Dollars)	Gain (Loss) Recorded in OCI		Classification of Gain (Loss) Reclassified from OCI to Income	Gain (Loss) Reclassified from OCI to Income		Gain (Loss) Recognized in Income on Amounts Excluded from Effectiveness Testing
Interest Rate Contracts	$	—	Interest expense	$	(1.5)	$	—
Foreign Exchange Contracts	$	(2.6)	Cost of sales	$	0.6	$	—

Table of Contents

Third Quarter 2017 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 $ (1.6 ) Interest expense $ —
$ —
Foreign Exchange Contracts $ (26.5 ) Cost of sales $ 3.6
$ —

Year-to-Date 2017 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 $ (8.8 ) Interest expense $ —
$ —
Foreign Exchange Contracts $ (65.1 ) Cost of sales $ 13.3
$ —

Third Quarter 2016 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 $ (7.0 ) Interest expense $ —
$ —
Foreign Exchange Contracts $ (0.9 ) Cost of sales $ (2.3 ) $ —

Year-to-Date 2016 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 $ (61.1 ) Interest expense $ —
$ —
Foreign Exchange Contracts $ (5.3 ) Cost of sales $ 21.3
$ —

* Includes ineffective portion and amount excluded from effectiveness testingA summary of the pre-tax effect of cash flow hedge accounting on ~~derivatives.~~

~~For the three and nine months ended September 30, 2017, the hedged items' impact to~~ the Consolidated Statements of Operations and Comprehensive Income was a loss of $3.6 million and $13.3 million, respectively, in Cost of sales, which is offsetting the amounts shown above. For the three and nine months ended October 1, 2016, the hedged items’ impact to the Consolidated Statements of Operations and Comprehensive Income was a gain of $2.3 million and a loss of $21.3 million, respectively. There was no impact related to the interest rate contracts' hedged itemsLoss for ~~all periods presented.~~

~~For~~ the three months ended ~~September~~March 30, ~~2017, there was no net impact to earnings for hedged items. For~~2024 and April 1, 2023 is as follows:


	Year-to-Date 2024
(Millions of Dollars)		Cost of Sales		Interest Expense
Total amount in the Consolidated Statements of Operations and Comprehensive Loss in which the effects of the cash flow hedges are recorded		$	2,761.0	$	131.5
Gain (loss) on cash flow hedging relationships:
Foreign Exchange Contracts:
Hedged Items		$	(1.7)	$	—
Gain (loss) reclassified from OCI into Income		$	1.7	$	—
Interest Rate Swap Agreements:
Gain (loss) reclassified from OCI into Income 1		$	—	$	(1.5)


	Year-to-Date 2023
(Millions of Dollars)		Cost of Sales		Interest Expense
Total amount in the Consolidated Statements of Operations and Comprehensive Loss in which the effects of the cash flow hedges are recorded		$	3,096.3	$	130.9
Gain (loss) on cash flow hedging relationships:
Foreign Exchange Contracts:
Hedged Items		$	(0.6)	$	—
Gain (loss) reclassified from OCI into Income		$	0.6	$	—
Interest Rate Swap Agreements:
Gain (loss) reclassified from OCI into Income 1		$	—	$	(1.5)

1 Inclusive of the ~~nine months ended September 30, 2017, an~~gain/loss amortization on terminated derivative financial instruments.

An after-tax gain of ~~$1.4~~$0.1 million ~~was~~and after-tax loss of $0.5 million were reclassified from Accumulated other comprehensive loss into earnings (inclusive of the gain/loss amortization on terminated derivative instruments) during the periods in which the underlying hedged transactions affected ~~earnings. For~~earnings for the three ~~and nine~~ months ended ~~October~~March 30, 2024 and April 1, 2016, an after-tax loss of $3.6 million and an after-tax gain of $6.2 million, respectively, was reclassified from Accumulated other comprehensive loss into earnings (inclusive of the gain/loss amortization on terminated derivative instruments) during the periods in which the underlying hedged transactions affected earnings.2023, respectively.

Interest Rate ~~Contracts~~

~~The~~Contracts: In prior years, the Company ~~enters~~entered into interest rate swap agreements in order to obtain the lowest cost source of funds within a targeted range of variable to fixed-debt proportions. ~~At September 30, 2017 and December 31, 2016, the Company had $400 million of forward starting swaps outstanding~~These swap agreements, which were ~~executed in 2014. The objective of~~designated as cash flow hedges, subsequently matured or were terminated and the ~~hedges is to offset the expected variability on future payments associated with the interest rate on debt instruments expected to be issued in 2018. Gains or losses on the swaps are~~gain/loss was recorded in Accumulated other comprehensive loss and ~~will be subsequently reclassified into earnings~~is being amortized to interest expense. The cash flows stemming from the maturity or termination of the swaps are presented within financing activities in the Condensed Consolidated Statements of Cash Flows.

As of March 30, 2024 and December 30, 2023, the Company did not have any outstanding forward starting swaps designated as ~~the future interest expense is recognized in earnings or as ineffectiveness occurs.~~cash flow hedges.

~~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~~the hedged item affects earnings. There are no components excluded from the assessment of effectiveness for these contracts. At March 30, 2024 and losses incurred after a hedge has been de-designated are not recorded in Accumulated other comprehensive loss, but are recorded directly to the Consolidated Statements of Operations and Comprehensive Income in Other, net. At SeptemberDecember 30, ~~2017,~~2023, the notional value of forward currency contracts outstanding ~~was $626.3~~is $208.3 million and $300.0 million, respectively, maturing on various dates through ~~2018. At December 31, 2016, the notional value~~2024.

Table of ~~forward currency contracts outstanding was $503.8 million, maturing on various dates through 2017.~~Contents

~~Purchased Option Contracts:~~ The Company and its subsidiaries have 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, as well as gains and losses incurred after a hedge has been de-designated are not recorded in Accumulated other comprehensive loss, but are recorded directly to the Consolidated Statements of Operations and Comprehensive Income in Other, net. At September 30, 2017, the notional value of purchased option contracts was $455.0 million maturing on various dates through 2019. As of December 31, 2016, the notional value of purchased option contracts was $252.0 million, maturing on various dates through 2017.

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 ~~previous~~prior years, the Company entered into interest rate swaps ~~on the first five years~~related to certain of its notes payable which were subsequently terminated. Amortization of the ~~Company's $400 million 5.75% notes due 2053 and interest rate~~gain/loss on previously terminated swaps with notional values which equaled 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 changesis reported in interest rates. In the second quarter of 2016, the Company terminated all of the above interest rate swaps and there were no open contracts as of September 30, 2017 and December 31, 2016. The terminations resulted in cash receipts of $27.0 million. This gain was deferred and is being amortized to earnings over the remaining life of the notes.

expense. Prior to termination, ~~of the Company’s interest rate swaps discussed above,~~ the changes in the fair value of the swaps and the offsetting changes in fair value related to the underlying notes were recognized in earnings. As of March 30, 2024 and December 30, 2023, the Company did not have any active fair value interest rate swaps.

A summary of the pre-tax effect of fair value ~~adjustments relating to these swaps is as follows (in millions):~~

Third Quarter 2016 Year-to-Date 2016
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

*Includes ineffective portionhedge accounting on the Consolidated Statements of Operations and ~~amount excluded from effectiveness testing.~~

~~Amortization of the gain/loss on terminated swaps of $0.8 million and $2.4 million are reported as a reduction of interest expense~~Comprehensive Loss for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017, respectively. In addition~~2024 and April 1, 2023 is as follows:


(Millions of Dollars)	Year-to-Date 2024 Interest Expense
Total amount in the Consolidated Statements of Operations and Comprehensive Loss in which the effects of the fair value hedges are recorded	$	131.5
Amortization of gain on terminated swaps	$	(0.1)


(Millions of Dollars)	Year-to-Date 2023 Interest Expense
Total amount in the Consolidated Statements of Operations and Comprehensive Loss in which the effects of the fair value hedges are recorded	$	130.9
Amortization of gain on terminated swaps	$	(0.1)

A summary of the amounts recorded in the Condensed Consolidated Balance Sheets related to ~~the~~cumulative basis adjustments for fair value ~~adjustments~~hedges as of March 30, 2024 and December 30, 2023 is as follows:


	March 30, 2024
(Millions of Dollars)	Carrying Amount of Hedged Liability (1)		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liability

Current Maturities of Long-Term Debt	$	500.0	Terminated Swaps	$	—
Long-Term Debt	$	532.5	Terminated Swaps	$	(19.6)


	December 30, 2023
(Millions of Dollars)	Carrying Amount of Hedged Liability (1)		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liability
Current Maturities of Long-Term Debt	$	1.1	Terminated Swaps	$	—

Long-Term Debt	$	532.6	Terminated Swaps	$	(19.7)

(1) Represents hedged items no longer designated in the table above, net swap accruals and amortization of the gain/loss on terminated swaps of $0.8 million and $6.1 million are reported as a reduction of interest expense for the three and nine months ended October 1, 2016, respectively. Interest expense on the underlying debt when the hedge was active was $19.9 million for the nine months ended October 1, 2016.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 gains of ~~$3.3~~$71.4 million and ~~$88.6~~$64.9 million at ~~September~~March 30, ~~2017~~2024 and December ~~31, 2016,~~30, 2023, respectively.

As of ~~September~~March 30, ~~2017,~~2024 and December 30, 2023, the Company had foreign exchange forward contracts maturing on various dates in 2017 with notional values totaling $749.6 million outstanding hedging a portion of its British pound sterling, Mexican peso, Swedish krona, Euro and Canadian dollar denominateddid not have any net ~~investments; a cross currency swap~~investment hedges with a notional value ~~totaling $250.0 million maturing in 2023 hedging a portion~~outstanding. As of ~~its Japanese yen denominated net investment; and~~March 30, 2024, the Company had Euro denominated commercial paper with a value of ~~$471.3~~$357.1 million, maturing in ~~2017~~2024, hedging a portion of ~~its~~the Company's Euro denominated net investments. As of

December ~~31, 2016,~~30, 2023, the Company had ~~foreign exchange contracts~~Euro denominated commercial paper with a value of $399.7 million, maturing ~~on various dates~~ in ~~2017 with notional values totaling $1.0 billion outstanding~~2024, hedging a portion of ~~its British pound sterling, Mexican peso, Swedish krona,~~the Company's Euro ~~and Canadian dollar~~ denominated net investments, and a cross currency swap with a notional value totaling $250.0 million maturing 2023 hedging a portion of its Japanese yen denominated net investment. For the nine months ended September 30, 2017 and October 1, 2016, maturinginvestments.

Maturing foreign exchange contracts resulted in ~~net cash paid of $31.6 million and net~~no cash received or paid for the three months ended March 30, 2024 and April 1, 2023.

Table of ~~$63.3 million, respectively.~~Contents

Gains and losses on net investment hedges remain in Accumulated other comprehensive ~~income (loss)~~loss until disposal of the underlying assets. Gains and losses representing components excluded from the assessment of effectiveness are recognized in earnings in Other, net on a straight-line basis over the term of the hedge. Gains and losses after a hedge has been de-designated are recorded directly to the Consolidated Statements of Operations and Comprehensive ~~Income~~Loss in Other, net.

The pre-tax gain or loss from fair value changes ~~was~~for the three months ended March 30, 2024 and April 1, 2023 is as ~~follows (in millions):~~follows:

Third Quarter 2017 Year-to-Date 2017
Income Statement Classification Amount
Recorded in OCI
(Loss) Gain Effective Portion
Recorded in
Income
Statement Ineffective
Portion*
Recorded in
Income
Statement Amount
Recorded in OCI
(Loss) Gain Effective Portion
Recorded in
Income
Statement Ineffective
Portion*
Recorded in
Income
Statement
Other, net $ (42.3 ) $ —
$ —
$ (131.3 ) $ —
$ —


	Year-to-Date 2024
(Millions of Dollars)	Total Gain (Loss) Recorded in OCI		Excluded Component Recorded in OCI		Income Statement Classification	Total Gain (Loss) Reclassified from OCI to Income		Excluded Component Amortized from OCI to Income
Forward Contracts	$	(0.2)	$	—	Other, net	$	—	$	—

Non-derivative designated as Net Investment Hedge	$	8.8	$	—	Other, net	$	—	$	—

Third Quarter 2016 Year-to-Date 2016
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
Other, net $ 16.0
$ —
$ —
$ 53.8
$ —
$ —

*Includes ineffective portion and amount excluded from effectiveness testing.


	Year-to-Date 2023
(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	$	0.2	$	—	Other, net	$	—	$	—
Cross Currency Swap	$	(0.1)	$	—	Other, net	$	—	$	—
Non-derivative designated as Net Investment Hedge	$	(12.6)	$	—	Other, net	$	—	$	—

UNDESIGNATED HEDGES

Foreign Exchange Contracts: ~~Currency swaps and foreign~~ 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 September~~is $1.0 billion as of March 30, ~~2017 was $1.3 billion,~~2024 and December 30, 2023, maturing on various dates through ~~2018.~~2024. The ~~total notional amount~~loss recorded in the Consolidated Statements of Operations and Comprehensive Loss from changes in the ~~forward contracts outstanding at December 31, 2016 was $1.5 billion, maturing on various dates in 2017. The income statement impacts~~fair value related to derivatives not designated as hedging instruments under ASC 815 for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017~~2024 and ~~October~~April 1, ~~2016 are~~2023 is as ~~follows (in millions):~~ follows:


(Millions of Dollars)	Income Statement Classification	Year-to-Date 2024		Year-to-Date 2023
Foreign Exchange Contracts	Other, net	$	(13.9)	$	(1.0)

I. ACCUMULATED OTHER COMPREHENSIVE LOSS

Derivatives Not Designated as Hedging Instruments under ASC 815 Income Statement
Classification Third Quarter 2017
Amount of Gain (Loss)
Recorded in Income on
Derivative Year-to-Date 2017
Amount of Gain (Loss)
Recorded in Income on
Derivative
Foreign Exchange Contracts Other, net $ 13.9
$ 43.6

Derivatives Not Designated as Hedging Instruments under ASC 815 Income Statement
Classification Third Quarter 2016
Amount of Gain (Loss)
Recorded in Income on
Derivative Year-to-Date 2016
Amount of Gain (Loss)
Recorded in Income on
Derivative
Foreign Exchange Contracts Other, net $ 12.5
$ (24.5 )

~~J. Equity Arrangements~~

In 2016, the Company repurchased 3,940,087 shares of common stock for approximately $374.1 million. Additionally, the Company net-share settled capped call options on its common stock and received 711,376 shares during 2016. Refer to ~~Note J, Capital Stock, of the Company's Form 10-K for the year ended December 31, 2016.~~

~~In November 2016, the Company issued 3,504,165 shares of common stock to settle the purchase contracts of the 2013 Equity Units. See further discussion below.~~

In March 2015, the Company entered into a forward share purchase contract with a financial 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, the Company amended the settlement date to April 2019, 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-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. Refer to ~~Note J, Capital Stock, of the Company's Form 10-K for the year ended December 31, 2016, for additional disclosure related to the shares physically received.~~

~~As described more fully in~~ ~~Note H, Long-Term Debt and Financing Arrangements~~, of the Company’s Form 10-K for the year ended December 31, 2016, in November 2013, the Company purchased from certain financial institutions “out-of-the-money” capped call options on 12.2 million shares of its common stock (subject to customary anti-dilution 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. 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.

~~Equity Units and Capped Call Transactions~~

~~As described more fully in~~ ~~Note H, Long-Term Debt and Financing Arrangements~~, of the Company’s Form 10-K for the year ended December 31, 2016, in December 2013, the Company issued Equity Units comprised of $345.0 million of Notes and Equity Purchase Contracts. The Equity Purchase Contracts obligated the holders to purchase on November 17, 2016, for $100, between 1.0122 and 1.2399 shares of the Company’s common stock, which were equivalent to an initial settlement price of $98.80 and $80.65, respectively, per share of common stock.

In accordance with the Equity Purchase Contracts, on November 17, 2016, the Company issued 3,504,165 common shares and received additional cash proceeds of $345.0 million. 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 minimum settlement rate and a conversion price of $98.45 per common share) on November 17, 2016.

Contemporaneously with the issuance of the Equity Units described above, the Company paid $9.7 million, or an average 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 was to offset the potential economic dilution associated with the common shares issuable upon the settlement of the Equity Purchase Contracts. Refer to ~~Note H, Long-Term Debt and Financing Arrangements, of the Company’s Form 10-K for the year ended December 31, 2016 for further discussion. The $9.7 million premium paid was recorded as a reduction to equity.~~

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 at the 1.0122 minimum settlement rate. 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 physically receiving 418,234 shares using an average reference price of $117.84 per common share.

~~$750 Million Equity Units and Capped Call Transactions~~

In May 2017, the Company issued 7,500,000 Equity Units with a total notional value of $750.0 million (“$750 million 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 $727.5 million in cash proceeds from the $750 million Equity Units, net of underwriting costs and commissions, before offering expenses, 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 the 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 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 C Preferred Stock is pledged as collateral to support holders’ purchase obligations under the 2020 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 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 is equivalent to an initial conversion price of approximately $162.27 per share of common stock. As of September 30, 2017, due to the customary anti-dilution provisions, the conversion rate was 6.1649, equivalent to a conversion price of approximately $162.21 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 May 15, 2020, for a price of $100 in cash, a maximum number of 5.4 million shares of the Company’s common stock (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 September 30, 2017, due to the customary anti-dilution provisions, the maximum settlement rate was 0.7244, equivalent to a reference price of $138.05. 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 2020 Purchase Contracts, the Company will receive additional cash proceeds of $750 million.

The Company will pay the holders of the 2020 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, commencing August 15, 2017. The $116.9 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 September 30, 2017, the present value of the Contract Adjustment Payments was $107.5 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 C 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 “counterparties”).

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 C Preferred Stock. Subject to customary anti-dilution adjustments, the capped call has an initial lower strike price of $162.27, which corresponds to the minimum 6.1627 settlement rate of the Series C Preferred Stock, and an upper strike price of $179.53, which is approximately 30% higher than the closing price of the Company's common stock on May 11, 2017. As of September 30, 2017, due to the customary anti-dilution provisions, the capped call transactions had an adjusted lower strike price of $162.21 and an adjusted upper strike price of $179.47.

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 C 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 $750 million Equity Units, when taken together, result in the economic equivalent of having the conversion price on $750 million Equity Units at $179.47, the upper strike of the capped call as of September 30, 2017.

The Company paid $25.1 million, or an average of $5.43 per option, to enter into capped call transactions on 4.6 million shares of common stock. The $25.1 million premium paid was a reduction of Shareowners’ Equity. The aggregate fair value of the options at September 30, 2017 was $28.2 million.

~~K. Accumulated Other Comprehensive Loss~~

The following tables summarize the changes in the balances for each component of ~~accumulated~~Accumulated other comprehensive loss:


(Millions of Dollars)	Currency translation adjustment and other		(Losses) gains on cash flow hedges, net of tax		Gains on net investment hedges, net of tax		Pension (losses) gains, net of tax		Total
Balance - December 30, 2023	$	(1,832.3)	$	(42.5)	$	64.9	$	(259.2)	$	(2,069.1)
Other comprehensive (loss) income before reclassifications	(130.8)		5.1		6.5		1.0		(118.2)

Reclassification adjustments to earnings	—		(0.1)		—		2.1		2.0
Net other comprehensive (loss) income	(130.8)		5.0		6.5		3.1		(116.2)
Balance - March 30, 2024	$	(1,963.1)	$	(37.5)	$	71.4	$	(256.1)	$	(2,185.3)

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(Millions of Dollars)	Currency translation adjustment and other			Unrealized losses on cash flow hedges, net of tax			Unrealized gains (losses) on net investment hedges, net of tax			Pension (losses) gains, net of tax			Total			(Millions of Dollars)	Currency translation adjustment and other	(Losses) gains on cash flow hedges, net of tax	Gains (losses) on net investment hedges, net of tax	Pension (losses) gains, net of tax	Total
Balance - December 31, 2016	$	(1,586.3	)	$	(46.3	)	$	88.6		$	(377.2	)	$	(1,921.2	)
Balance - December 31, 2022
Other comprehensive income (loss) before reclassifications	452.5			(69.4		)	(85.3		)	(19.0		)	278.8
Adjustments related to sales of businesses	4.7			—			—			2.6			7.3

Reclassification adjustments to earnings
Reclassification adjustments to earnings
Reclassification adjustments to earnings	—			(1.4		)	—			17.7			16.3
Net other comprehensive income (loss)	457.2			(70.8		)	(85.3		)	1.3			302.4
Balance - September 30, 2017	$	(1,129.1	)	$	(117.1	)	$	3.3		$	(375.9	)	$	(1,618.8	)
Balance -April 1, 2023

(Millions of Dollars) Currency translation adjustment and other Unrealized losses on cash flow hedges, net of tax Unrealized gains on net investment hedges, net of tax Pension (losses) gains, net of tax Total
Balance - January 2, 2016 $ (1,300.9 ) $ (52.1 ) $ 11.8
$ (353.0 ) $ (1,694.2 )
Other comprehensive income (loss) before reclassifications 9.9
(48.9 ) 35.2
13.9
10.1
Reclassification adjustments to earnings —
(6.2 ) —
8.5
2.3
Net other comprehensive income (loss) 9.9
(55.1 ) 35.2
22.4
12.4
Balance - October 1, 2016 $ (1,291.0 ) $ (107.2 ) $ 47.0
$ (330.6 ) $ (1,681.8 )

The Company uses the portfolio method for releasing the stranded tax effects from Accumulated other comprehensive loss. The reclassifications out of ~~accumulated~~Accumulated other comprehensive loss for the ~~nine~~three months ended ~~September~~March 30, ~~2017~~2024 and ~~October~~April 1, ~~2016~~2023 were as ~~follows (in millions):~~follows:


(Millions of Dollars)	2024		2023		Affected line item in Consolidated Statements of Operations And Comprehensive Loss
Realized gains on cash flow hedges	$	1.7	$	0.6	Cost of sales
Realized losses on cash flow hedges	(1.5)		(1.5)		Interest expense
Total before taxes	$	0.2	$	(0.9)
Tax effect	(0.1)		0.4		Income taxes
Realized gains (losses) on cash flow hedges, net of tax	$	0.1	$	(0.5)





Amortization of defined benefit pension items:
Actuarial losses and prior service costs / credits	$	(2.8)	$	(2.7)	Other, net


Tax effect	0.7		0.6		Income taxes
Amortization of defined benefit pension items, net of tax	$	(2.1)	$	(2.1)

J. NET PERIODIC BENEFIT COST — DEFINED BENEFIT PLANS

Reclassifications from Accumulated other comprehensive loss to earnings 2017 2016 Affected line item in Consolidated Statements of Operations And Comprehensive Income
Realized gains on cash flow hedges $ 13.3
$ 21.3
Cost of sales
Realized losses on cash flow hedges (11.3 ) (11.2 ) Interest expense
Total before taxes $ 2.0
$ 10.1

Tax effect (0.6 ) (3.9 ) Income taxes
Realized gains on cash flow hedges, net of tax $ 1.4
$ 6.2

Amortization of defined benefit pension items:
Actuarial losses and prior service costs / credits $ (7.3 ) $ (7.8 ) Cost of sales
Actuarial losses and prior service costs / credits (4.8 ) (5.2 ) Selling, general and administrative
Settlement loss (12.8 ) —
Other, net
Total before taxes $ (24.9 ) $ (13.0 )
Tax effect 7.2
4.5
Income taxes
Amortization of defined benefit pension items, net of tax $ (17.7 ) $ (8.5 )

~~L. Net Periodic Benefit Cost — Defined Benefit Plans~~

Following are the components of net periodic pension ~~(benefit)~~ expense for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017~~2024 and ~~October~~April 1, ~~2016~~:2023:


	Year-to-Date
	Pension Benefits								Other Benefits
	U.S. Plans				Non-U.S. Plans				All Plans
(Millions of Dollars)	2024		2023		2024		2023		2024		2023
Service cost	$	1.6	$	2.0	$	3.1	$	2.8	$	0.1	$	0.1
Interest cost	12.9		13.5		10.4		10.6		0.4		0.5
Expected return on plan assets	(15.2)		(15.5)		(10.9)		(10.1)		—		—
Amortization of prior service cost (credit)	0.2		0.2		(0.2)		(0.2)		—		—
Amortization of net loss (gain)	2.0		2.2		1.1		0.8		(0.3)		(0.3)
Net periodic pension expense	$	1.5	$	2.4	$	3.5	$	3.9	$	0.2	$	0.3

The components of net periodic benefit expense other than the service cost component are included in Other, net in the Consolidated Statements of Operations and Comprehensive Loss.

K. FAIR VALUE MEASUREMENTS

Third Quarter
Pension Benefits Other Benefits
U.S. Plans Non-U.S. Plans All Plans
(Millions of Dollars) 2017 2016 2017 2016 2017 2016
Service cost $ 2.1
$ 2.3
$ 3.6
$ 3.1
$ 0.1
$ 0.2
Interest cost 10.8
11.3
7.5
9.0
0.5
0.4
Expected return on plan assets (16.1 ) (17.0 ) (11.6 ) (10.8 ) —
—
Amortization of prior service cost (credit) 0.4
1.3
(0.3 ) 0.1
(0.3 ) (0.3 )
Amortization of net loss 2.0
1.8
2.3
1.4
—
—
Settlement / curtailment loss —
—
—
0.3
—
—
Net periodic pension (benefit) expense $ (0.8 ) $ (0.3 ) $ 1.5
$ 3.1
$ 0.3
$ 0.3

Year-to-Date
Pension Benefits Other Benefits
U.S. Plans Non-U.S. Plans All Plans
(Millions of Dollars) 2017 2016 2017 2016 2017 2016
Service cost $ 6.5
$ 7.0
$ 10.2
$ 9.5
$ 0.4
$ 0.5
Interest cost 32.4
34.0
21.6
28.4
1.2
1.2
Expected return on plan assets (48.3 ) (50.9 ) (33.8 ) (34.3 ) —
—
Amortization of prior service cost (credit) 0.9
3.9
(0.9 ) 0.2
(1.0 ) (0.9 )
Amortization of net loss 6.2
5.3
6.9
4.5
—
—
Settlement / curtailment loss —
—
12.8
0.4
—
—
Net periodic pension (benefit) expense $ (2.3 ) $ (0.7 ) $ 16.8
$ 8.7
$ 0.6
$ 0.8

For the nine months ended September 30, 2017, the Company recorded pre-tax charges of approximately $12.8 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 purchasing an annuity and making lump sum payments to participants.

M. ASC 820, Fair Value ~~Measurements~~

~~FASB ASC 820, "Fair Value~~ Measurement",defines, establishes a consistent framework for measuring, and expands disclosure requirements about fair value. ASC 820 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical instruments in active markets.

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Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs and significant value drivers are observable.

Level 3 — Instruments that are valued using unobservable inputs.

The Company is exposed to market risk from changes in foreign currency exchange rates, interest rates, stock prices and commodity prices. The Company holds various financial instruments ~~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 ~~values~~value of these financial instruments through the use of matrix or model pricing, which utilizes observable inputs such as market interest and currency rates. When determining ~~the~~ fair ~~values of these financial instruments~~value for which Level 1 evidence does not exist, the Company considers various factors including the following: exchange or market price quotations of similar instruments, time value and volatility factors, the Company’s own credit rating and the credit rating of the ~~counter-party.~~counterparty.

Recurring Fair Value Measurements

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis for each of the hierarchy levels:

(Millions of Dollars) Total Level 1 Level 2 Level 3
September 30, 2017
Money market fund $ 3.2
$ 3.2
$ —
$ —
Derivative assets $ 19.3
$ —
$ 19.3
$ —
Derivative and non-derivative liabilities $ 594.9
$ —
$ 594.9
$ —
Contingent consideration liability $ 84.0
$ —
$ —
$ 84.0
December 31, 2016
Money market fund $ 4.3
$ 4.3
$ —
$ —
Derivative assets $ 110.2
$ —
$ 110.2
$ —
Derivative liabilities $ 97.6
$ —
$ 97.6
$ —


(Millions of Dollars)	Total Carrying Value		Level 1		Level 2		Level 3
March 30, 2024
Money market fund	$	13.9	$	13.9	$	—	$	—
Deferred compensation plan investments	$	15.9	$	15.9	$	—	$	—
Derivative assets	$	8.3	$	—	$	8.3	$	—
Derivative liabilities	$	8.9	$	—	$	8.9	$	—
Non-derivative hedging instrument	$	357.1	$	—	$	357.1	$	—
Contingent consideration liability	$	203.4	$	—	$	—	$	203.4
December 30, 2023
Money market fund	$	12.3	$	12.3	$	—	$	—
Deferred compensation plan investments	$	20.2	$	20.2	$	—	$	—
Derivative assets	$	8.5	$	—	$	8.5	$	—
Derivative liabilities	$	17.9	$	—	$	17.9	$	—
Non-derivative hedging instrument	$	399.7	$	—	$	399.7	$	—
Contingent consideration liability	$	208.8	$	—	$	—	$	208.8

The following table ~~presents the carrying values and fair values of~~provides information about the Company's financial assets and liabilities ~~as well as the Company's debt, as of September 30, 2017 and December 31, 2016:~~not carried at fair value:


	March 30, 2024				December 30, 2023
(Millions of Dollars)	Carrying Value		Fair Value		Carrying Value		Fair Value
Other investments	$	4.0	$	3.9	$	6.0	$	5.8
Long-term debt, including current portion	$	6,102.1	$	5,468.4	$	6,102.1	$	5,512.8

September 30, 2017 December 31, 2016
(Millions of Dollars)
Carrying
Value

Fair
Value

Carrying
Value

Fair
Value
Other investments $ 8.9
$ 9.3
$ 8.9
$ 9.2
Derivative assets $ 19.3
$ 19.3
$ 110.2
$ 110.2
Derivative and non-derivative liabilities $ 594.9
$ 594.9
$ 97.6
$ 97.6
Long-term debt, including current portion $ 3,826.7
$ 4,022.4
$ 3,823.1
$ 3,967.4

~~As discussed in~~ ~~Note F, Acquisitions,~~ the Company recorded a contingent consideration liability in the first quarter of 2017 relating to the Craftsman brand acquisition representing the Company's obligation to make 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 initially valued at $84.0 million at the acquisition date. The first payment is due the first quarter of 2020 relating to royalties owed for the previous eleven quarters, and future payments will be due quarterly through the first quarter of 2032. The fair value was estimated using Level 3 inputs including future sales projections, which are subject to change, and the contractual royalty rates. There was no change in the fair value of the contingent consideration as of September 30, 2017.

~~The Company had no other significant non-recurring fair value measurements, nor any other financial assets or liabilities measured using Level 3 inputs, during the nine months of 2017 or 2016.~~

The money market fund and other investments ~~outlined in the tables above relate~~related to the West Coast Loading Corporation ("WCLC") trust ~~and~~ are considered Level 1 instruments within the fair value hierarchy. The deferred compensation plan investments are considered Level 1 instruments and are recorded at their quoted market price. The fair values of the derivative financial instruments in the table above are based on current settlement values.

The long-term debt instruments are considered Level 2 instruments and are measured using ~~the stated~~a discounted cash ~~flows in each obligation discounted at~~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 ~~September~~March 30, ~~2017~~2024 and December ~~31, 2016. The fair values~~30, 2023.

As part of ~~foreign currency and interest rate swap agreements, comprising~~ the ~~derivative assets and liabilities~~Craftsman® brand acquisition in ~~the table above, are based on current settlement values.~~

~~As discussed in~~ ~~Note D, Financing Receivables~~,March 2017, the Company ~~has~~recorded a ~~deferred purchase price receivable related~~contingent consideration liability representing the Company's obligation to make future payments to Transform Holdco, LLC, which operates Sears and Kmart retail locations, of between 2.5% and 3.5% on sales of ~~trade receivables.~~Craftsman products in new Stanley Black & Decker channels through March 2032. During the three months ended March 30, 2024, the Company paid$8.2 millionfor royalties owed. The ~~deferred purchase price receivable~~Company will ~~be repaid in cash as receivables are collected, generally within 30 days, and as such~~continue making future payments quarterly through the ~~carrying~~second quarter of 2032. The estimated fair value of the ~~receivable approximates~~contingent consideration liability is determined using a discounted cash flow analysis taking into consideration future sales projections,

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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 $203.4 million and $208.8 million as of March 30, 2024 and December 30, 2023, respectively.Adjustments to the contingent consideration liability, with the exception of cash payments, are recorded in SG&A in the Consolidated Statements of Operations and Comprehensive Loss. A 100 basis point reduction in the discount rate would result in an increase to the liability of approximately$6.1 million as of March 30, 2024.

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company's judgments used to determine the estimated contingent consideration liability discussed above, including estimated future sales projections, can materially impact the Company’s results of operations.

Refer to Note I,H, Financial Instruments, for more details regarding derivative financial instruments, Note ~~R, Commitments and~~O, Contingencies, for more details regarding the other investments related to the WCLC trust, and Note H,G, Long-Term Debt and Financing Arrangements, for more information regarding the carrying values of the long-term debt.

Non-Recurring Fair Value Measurements

~~N. Other Costs~~

The Company recorded an impairment charge in the first quarter of 2024 and ~~Expenses~~the fourth quarter of 2023 to adjust the carrying amount of the long-lived assets of its Infrastructure business sold on April 1, 2024, which is considered a Level 3 fair value measurement. Refer to Note Q, Divestitures for further discussion. The Company had no other significant non-recurring fair value measurements, nor any other financial assets or liabilities measured using Level 3 inputs, during the first three months of 2024 or 2023.

L. RESTRUCTURING CHARGES AND OTHER COSTS

A summary of the restructuring reserve activity from December 30, 2023 to March 30, 2024 is as follows:


(Millions of Dollars)	December 30, 2023		Net Additions		Usage		Currency		March 30, 2024
Severance and related costs	$	25.8	$	13.3	$	(6.6)	$	0.4	$	32.9
Facility closures and other	3.1		1.7		(3.4)		—		1.4
Total	$	28.9	$	15.0	$	(10.0)	$	0.4	$	34.3

For the three months ended March 30, 2024, the Company recognized net restructuring charges of $15.0 million primarily related to severance. The majority of the $34.3 million of reserves remaining as of March 30, 2024 is expected to be utilized within the next 12 months.

Segments: The $15.0 million of net restructuring charges for the three months ended March 30, 2024 includes: $7.0 million in the Tools & Outdoor segment; $5.7 million in the Industrial segment; and $2.3 million in Corporate.

Other, net is primarily comprised of intangible asset amortization expense, currency-related gains or losses, environmental remediation expense, deal costs and ~~acquisition-related transaction and consulting costs. Acquisition-related transaction and~~related consulting costs, ~~of $5.4~~and certain pension gains or losses. Other, net amounted to $80.0 million and ~~$51.0~~$63.7 million ~~were included in Other, net~~ for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017,~~2024 and April 1, 2023, respectively. The year-over-year increase was primarily driven by higher environmental costs, write-downs on certain investments, and lower income related to providing transition services to previously divested businesses.

~~O. Restructuring Charges~~M. INCOME TAXES

~~A summary of the restructuring reserve activity from~~ ~~December 31, 2016~~ to ~~September 30, 2017~~ ~~is as follows:~~

(Millions of Dollars) December 31,
2016 Net Additions Usage Currency September 30,
2017
Severance and related costs $ 21.4
$ 34.4
$ (32.8 ) $ 2.1
$ 25.1
Facility closures and asset impairments 14.2
8.5
(16.1 ) 0.3
6.9
Total $ 35.6
$ 42.9
$ (48.9 ) $ 2.4
$ 32.0

~~For the nine months ended September 30, 2017,~~In accordance with ASC 740, Income Taxes, the Company ~~recognized net restructuring charges~~estimates its annual effective tax rate each quarterly reporting period. Tax expense or benefit in interim periods is computed by applying the estimated annual effective tax rate to income or loss, and is adjusted for the tax effect of ~~$42.9 million. This amount reflects $34.4 million~~items of ~~net severance charges associated with~~income and expense discretely reported in the ~~reduction of approximately 1,463 employees and $8.5 million of facility closure and other restructuring costs.~~period. The estimated annual effective tax rate used in determining income taxes on a year-to-date basis may change in subsequent interim periods. When changes to the estimated annual effective tax rate occur, the prior interim year-to-date tax expense or tax benefit is revised to reflect the revised estimated annual effective tax rate. Any adjustment is recorded in the period in which the change occurs.

For the three months ended ~~September~~March 30, ~~2017,~~2024, the Company recognized net restructuring charges of $19.1 million. This amount reflects $16.3 million of net severance charges associated with the reduction of approximately 1,138 employees and $2.8 million of facility closure and other restructuring costs.

~~The majority of the $32.0 million of reserves remaining as of September 30, 2017 is expected to be utilized within the next 12 months.~~

~~Segments:~~ The $43 million of net restructuring charges for the nine months ended September 30, 2017 includes: $18 million pertaining to the Tools & Storage segment; $17 million pertaining to the Security segment; $7 million pertaining to the Industrial segment and $1 million pertaining to Corporate.

The $19 million of net restructuring charges for the three months ended September 30, 2017 includes: $9 million pertaining to the Tools & Storage segment; $8 million pertaining to the Security segment and $2 million pertaining to the Industrial segment.


P.	~~Income Taxes~~

~~The~~ Company recognized income tax expense of ~~$79.8~~$28.8 million, ~~and $239.8 million~~resulting in an effective tax rate of 59.6%. The effective tax rate for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017, respectively, resulting in effective tax rates of 22.5% and 20.2%, respectively. The effective tax rates differ~~2024 differs from the U.S. statutory tax rate ~~during these periods~~of 21% primarily due to a portion of the Company’s earnings being realized in lower-taxed foreign jurisdictions, the utilization of U.S. tax attributes during the first quarter of 2017 due to the divestiture of the mechanical security businesses, the favorable settlement of certain income tax audits during the second quarter of 2017, and the acceleration of certain tax credits resulting innon-deductible expenses, losses for which a tax benefit ~~during the third quarter of 2017. Non-deductible transaction costs~~is not recognized, and ~~other acquisition-related restructuring items~~U.S. tax on foreign earnings, partially offset ~~the net~~by tax ~~benefits mentioned above for~~credits and state income taxes.

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For the three ~~and~~

~~nine~~ months ended ~~September 30, 2017. Excluding~~April 1, 2023, the ~~impact of the divestitures and acquisition-related charges for the three and nine months ended September 30, 2017, the effective tax rates were 23.0% and 23.7%, respectively.~~

~~The~~ Company recognized income tax expense of ~~$78.7~~$23.7 million, ~~and $234.7 million~~resulting in an effective tax rate of (14.4)%. The effective tax rate for the three ~~and nine~~ months ended ~~October~~April 1, ~~2016, respectively, resulting in effective tax rates of 24.0% and 24.9%, respectively. The effective tax rates differed~~2023 differs from the U.S. statutory tax rate ~~during these periods~~of 21% primarily due to ~~a portion of the Company’s earnings being realized in lower-taxed foreign jurisdictions, the finalization of audit settlements during the first quarter of 2016, adjustments to~~U.S. tax ~~positions relating to undistributed~~on foreign earnings, ~~during~~non-deductible expenses, and interest on unrecognized tax benefits, partially offset by tax on foreign earnings at tax rates different than the ~~second quarter of 2016,~~U.S. tax rate, state income taxes, and ~~adjustments relating to the filing of certain U.S. and foreign corporate income~~ tax ~~returns during the third quarter of 2016.~~credits.

The Company ~~is subject to~~considers many factors when evaluating and estimating its tax positions and the ~~examination of its~~impact on income tax ~~returns by the Internal Revenue Service~~expense, which may require periodic adjustments, and other taxing authorities both domestically and internationally. The final outcome of the future tax consequences of these examinations and legal proceedings, as well as the outcome of competent authority proceedings, changes and interpretation in regulatory tax laws, or expiration of statute of limitations could impact the Company’s financial statements. Accordingly, the Company has tax reserves recorded for which itmay 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 ~~benefit~~positions will significantly increase or decrease ~~which could have a material effect on~~within the ~~financial results for any particular fiscal quarter or year.~~next twelve months. However, based on the uncertainties associated with ~~litigation and the status of examinations, including the protocols of~~ finalizing audits bywith the relevant tax authorities ~~which could include~~including formal legal proceedings, it is not possible to reasonably estimate the impact of any such change.

~~Q. Business Segments~~N. BUSINESS SEGMENTS AND GEOGRAPHIC AREAS

The Tools & ~~Storage~~Outdoor segment is comprised of the Power Tools ~~& Equipment~~Group ("~~PTE"~~PTG") ~~and~~, Hand Tools, Accessories & Storage ("HTAS") ~~businesses.~~and Outdoor Power Equipment ("Outdoor") product lines. The ~~PTE business~~PTG product line includes both professional and consumer products. Professional products, primarily under the DEWALT® brand, include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders, as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, and concrete and masonry anchors. ~~Consumer~~DIY and tradesperson focused products include corded and cordless electric power tools sold primarily under the ~~BLACK+DECKER~~CRAFTSMAN® brand, ~~lawn~~ and ~~garden products, including hedge trimmers, string trimmers, lawn mowers, edgers and related accessories, and~~consumer home products such as hand-held vacuums, paint tools and cleaning ~~appliances.~~appliances primarily under the BLACK+DECKER® brand. The HTAS ~~business~~product line 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 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 include asset tracking, infant protection, pediatric protection, patient protection, wander management, fall management, and emergency call products. The MAS businessOutdoor product line primarily sells ~~automatic doors.~~

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

The Industrial segment is comprised of the Engineered Fastening and Infrastructure businesses. The Engineered Fastening business primarily sells highly engineered ~~fastening~~components such as fasteners, fittings and various engineered products, ~~and systems~~which are designed for specific ~~applications.~~application across multiple verticals. The product lines include ~~stud welding systems,~~externally threaded fasteners, blind rivets and tools, blind inserts and tools, drawn arc weld studs and systems, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, ~~and~~ high-strength structural ~~fasteners.~~fasteners, axel swage, latches, heat shields, pins, and couplings. The Infrastructure business ~~consists of the Oil & Gas~~designs, manufactures, and ~~Hydraulics businesses. The Oil & Gas business~~ sells attachments, typically used on excavators, and ~~rents custom pipe handling, joint welding~~handheld hydraulic and ~~coating equipment used~~battery-powered tools for applications in ~~the~~infrastructure, construction, ~~of large~~scrap recycling, demolition, and ~~small diameter pipelines, and provides pipeline inspection services. The Hydraulics business sells hydraulic tools and accessories.~~railroad infrastructure.

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~~credit losses (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, net (inclusive of intangible asset amortization expense), restructuring charges, gains or losses on sales of businesses, pension settlement and income taxes. Refer to ~~Note O, Restructuring Charges, for the amount of net restructuring charges by segment. Corporate overhead is comprised of world headquarters facility expense, cost for the executive~~

~~management team and cost for certain centralized functions that benefit the entire Company but are not directly attributable to the businesses, such as legal and corporate finance functions.~~ Transactions between segments are not material. Segment assets primarily include cash, accounts receivable, inventory, other current assets, property, plant and equipment, ~~intangible~~right-of-use lease assets and ~~other miscellaneous~~intangible assets. Net sales and long-lived assets are attributed to the geographic regions based on the geographic locations of the end customer and the Company subsidiary, respectively.

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Third Quarter Year-to-Date
(Millions of Dollars) 2017 2016 2017 2016
NET SALES
Tools & Storage $ 2,318.2
$ 1,896.9
$ 6,432.2
$ 5,535.4
Security 476.8
522.7
1,429.0
1,564.6
Industrial 503.6
462.4
1,472.5
1,386.5
Total $ 3,298.6
$ 2,882.0
$ 9,333.7
$ 8,486.5
SEGMENT PROFIT
Tools & Storage $ 396.6
$ 330.0
$ 1,058.2
$ 954.5
Security 54.0
71.4
156.8
199.3
Industrial 93.8
80.4
276.5
235.2
Segment profit 544.4
481.8
1,491.5
1,389.0
Corporate overhead (55.7 ) (43.1 ) (148.7 ) (138.5 )
Other, net (65.5 ) (56.8 ) (232.0 ) (150.6 )
(Loss) gain on sales of businesses (3.2 ) —
265.1
—
Pension settlement —
—
(12.8 ) —
Restructuring charges (19.1 ) (9.1 ) (42.9 ) (27.3 )
Interest expense (57.2 ) (50.2 ) (164.5 ) (145.2 )
Interest income 10.3
5.1
28.6
16.4
Earnings before income taxes $ 354.0
$ 327.7
$ 1,184.3
$ 943.8


	Year-to-Date
(Millions of Dollars)		2024		2023
Net Sales
Tools & Outdoor		$	3,284.6	$	3,315.4
Industrial		584.9		616.4

Consolidated		$	3,869.5	$	3,931.8
Segment Profit
Tools & Outdoor		$	255.7	$	18.7
Industrial		65.2		67.4
Segment Profit		320.9		86.1
Corporate Overhead		(64.2)		(75.7)
Other, net		(80.0)		(63.7)
Loss on sales of businesses		—		(7.6)
Asset impairment charge		(25.5)		—
Restructuring charges		(15.0)		(12.1)
Interest income		43.6		39.8
Interest expense		(131.5)		(130.9)
Earnings (loss) before income taxes		$	48.3	$	(164.1)

Corporate Overhead includes the corporate overhead element of SG&A, which is not allocated to the business segments.

The Company recognizes revenue at a point in time from the sale of tangible products or over time depending on when the performance obligation is satisfied. For the three months ended March 30, 2024 and April 1, 2023, the majority of the Company’s revenue was recognized at the time of sale. The percent of total segment revenue recognized over time for the Industrial segment for the three months ended March 30, 2024 and April 1, 2023 was 2.9% and 1.7%, respectively.

The following table is a further disaggregation of the Industrial segment revenue for the three months ended March 30, 2024 and April 1, 2023:


	Year-to-Date
(Millions of Dollars)		2024		2023
Engineered Fastening		$	492.3	$	476.3
Infrastructure		92.6		140.1
Industrial		$	584.9	$	616.4

The following table is a summary of total assets by segment as of ~~September~~March 30, ~~2017~~2024 and December ~~31, 2016~~:30, 2023:


(Millions of Dollars)	September 30, 2017			December 31, 2016		(Millions of Dollars)	March 30, 2024	December 30, 2023
Tools & Storage	$	13,095.4		$	8,512.4
Security	3,429.0			3,139.0
Tools & Outdoor
Industrial	3,532.6			3,359.0
	23,152.3
Assets held for sale
	20,057.0			15,010.4
Assets held for sale	—			523.4
Corporate assets
Corporate assets
Corporate assets	(283.8		)	101.1
Consolidated	$	19,773.2		$	15,634.9

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

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R.	~~Commitments and Contingencies~~

GEOGRAPHIC AREAS

The following table is a summary of net sales by geographic area for the three months ended March 30, 2024 and April 1, 2023:


	Year-to-Date
(Millions of Dollars)		2024		2023
United States		$	2,357.3	$	2,422.4
Canada		215.9		218.3
Other Americas		209.5		193.4
Europe		788.7		783.7
Asia		298.1		314.0
Consolidated		$	3,869.5	$	3,931.8

O. CONTINGENCIES

The Company is involved in various legal proceedings relating to environmental issues, employment, product liability, workers’ compensation claims and other matters. The Company periodically reviews the status of these proceedings with both inside and outside counsel, as well as an actuary for risk insurance. Management believes that the ultimate disposition of these matters will not have a material adverse effect on operations or financial condition taken as a whole.

Government Investigations

On January 19, 2024, the Company was notified by the Compliance and Field Operations Division (the “Division”) of the Consumer Product Safety Commission that the Division intends to recommend the imposition of a civil penalty of approximately $32 million for alleged untimely reporting in relation to certain utility bars and miter saws that were subject to voluntary recalls in September 2019 and March 2022, respectively. The Company believes there are defenses to the Division’s claims and has presented its defenses to the Division. However, given the early stage of this matter, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount of potential loss, if any, from this matter.

The Company previously disclosed that it had identified certain undisclosed perquisites in prior periods. The Company voluntarily disclosed this information to the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) and cooperated with the SEC’s investigation of this matter. On June 20, 2023, the SEC issued a Cease-and-Desist Order (the “Order”) that resolved this matter. The Order reflects that the Company neither admitted to nor denied the allegations contained in the Order, and that the SEC did not impose any monetary penalties on the Company. The Order credited the Company’s self-reporting, cooperation, and remediation efforts. In a parallel action, the SEC issued a Cease-and-Desist Order against a former executive of the Company (the “Parallel Resolution”). The SEC’s press release announcing both resolutions noted that, with respect to the Parallel Resolution, “[a]fter consideration of Stanley Black & Decker’s self-reporting, cooperation, and remediation, the SEC declined to bring charges against the company related to [the former executive’s] conduct.”

Also, as previously disclosed, the Company has identified certain transactions relating to its international operations that may raise compliance questions under the U.S. Foreign Corrupt Practices Act (“FCPA”) and voluntarily disclosed this information to the U.S. Department of Justice (“DOJ”) and the SEC in January 2023. The Company is cooperating with both agencies in their investigations of these transactions (the “FCPA Matters”). Currently, the Company does not believe that the FCPA Matters will have a material impact on its financial condition or results of operations, although it is possible that a loss related to the FCPA Matters may be incurred.

Given the ongoing nature of the FCPA Matters, management cannot predict the duration, scope, or outcome of the DOJ’s or SEC’s investigations or estimate the potential magnitude of any such loss or range of loss, or the cost of the ongoing investigations. Any determination that certain transactions relating to the Company’s international operations were not in compliance with the FCPA could result in the imposition of fines, civil or criminal penalties, equitable remedies, including disgorgement, injunctive relief, or other sanctions against the Company. The Company also may become a party to litigation or other legal proceedings over the FCPA Matters described above.

The Company is committed to upholding the highest standards of corporate governance and is continuously focused on ensuring the effectiveness of its policies, procedures, and controls. The Company is in the process, with the assistance of professional advisors, of reviewing and further enhancing relevant policies, procedures, and controls.

Class Action Litigation

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directors. The complaint was filed on behalf of a purported class consisting of all purchasers of Stanley Black & Decker common stock between October 28, 2021 and July 28, 2022, inclusive. The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on allegedly false and misleading statements related to consumer demand for the Company’s products amid changing COVID-19 trends and macroeconomic conditions. The complaint seeks unspecified damages and an award of costs and expenses. On October 13, 2023, Lead Plaintiff General Retirement System of the City of Detroit filed an Amended Complaint that asserts the same claims and seeks the same forms of relief as the original complaint. The Company intends to vigorously defend this action in all respects and on December 14, 2023 filed a motion to dismiss the Amended Complaint in its entirety. Briefing on that motion concluded on April 5, 2024, and the Company awaits a decision on that motion. Given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.

Derivative Actions

As previously disclosed, on August 2, 2023 and September 20, 2023, derivative complaints were filed in the United States District Court for the District of Connecticut, titled Callahan v. Allan, et al., Case No. 3:23-cv-01028-OAW (the “Callahan Derivative Action”) and Applebaum v. Allan, et al., Case No. 3:23-cv-01234-OAW (the “Applebaum Derivative Action”), respectively, by putative stockholders against certain current and former directors and officers of the Company premised on the same allegations as the Rammohan Class Action. The Callahan and Applebaum Derivative Actions were consolidated by Court order on November 6, 2023 and defendants’ responses to both complaints have been stayed pending the disposition of any motions to dismiss in the Rammohan Class Action. The individual defendants intend to vigorously defend the Callahan and Applebaum Derivative Actions in all respects. However, given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from these actions.

On October 19, 2023, a derivative complaint was filed in Connecticut Superior Court, titled Vladimir Gusinsky Revocable Trust v. Allan, et al., Docket Number HHBCV236082260S, by a putative stockholder against certain current and former directors and officers of the Company. Plaintiff seeks to recover for alleged breach of fiduciary duties and unjust enrichment under Connecticut state law premised on the same allegations as the Rammohan Class Action. By Court order on November 11, 2023, the Connecticut Superior Court granted the parties’ motion to stay defendants’ response to the complaint pending the disposition of any motions to dismiss in the Rammohan Class Action. The individual defendants intend to vigorously defend this action in all respects. However, given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.

Environmental

In the normal course of business, the Company is a party to administrative proceedings and litigation, before federal and state regulatory agencies, relating to environmental remediation with respect to claims involving the discharge of hazardous substances into the environment, generally at current and former manufacturing facilities. In addition, some of these claims assert that the Company is responsible for damages and liability, for remedial investigation and clean-up costs, with respect to sites that have never been owned or operated by the Company, but the Company has been identified as a potentially responsible party ("PRP").

In connection with the 2010 merger with Black & Decker, the Company assumed certain commitments and contingent liabilities. Black & Decker is a party to litigation and administrative proceedings with respect to claims involving the discharge of hazardous substances into the ~~environment. 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 but~~environment 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 and the completion of the Phase 2 trial in April, 2017. The Court in Phase 1 of the 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. In its Phase 2 Findings of Fact and Conclusions of Law, entered on August 17, 2017, the Court found that certain components of EPA’s selected remedy were arbitrary and capricious, however, 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 had sufficient cause for its declination to comply with EPA’s June 10, 2014 Order and that no associated civil penalties or fines were warranted. The United States has filed a Motion for Reconsideration concerning the Court’s Phase 2 rulings, and a ruling on that motion is not expected until at least early 2018. The 3rd Phase of the litigation / trial, which is in its very early stages, will address the potential 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 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 September 30, 2017.

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 of~~numerous administrative proceedings for the remediation of various waste sites, including 2923 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 that~~If no amount in the range of probable loss is considered most likely, the minimum loss in the range is accrued. The amount of liability recorded is based on an evaluation of currently available facts with respect to each individual site and includes such factors as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites. The liabilities recorded do not take into account any claims for recoveries from insurance or third parties. As assessments and remediation progress at individual sites, the amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. As of ~~September~~March 30, ~~2017~~2024 and December ~~31, 2016~~30, 2023, the Company had reserves of ~~$175.0~~$124.2 million and ~~$160.9~~$124.5 million, respectively, for remediation activities associated with Company-owned properties, as well as for Superfund sites, for losses

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that are probable and estimable. Of the ~~2017~~March 30, 2024 amount, ~~$21.7~~$50.5 million is classified as current and ~~$153.3~~$73.7 million as long-term which is expected to be paid over the estimated remediation period. As of ~~September~~March 30, ~~2017,~~2024, the range of environmental remediation costs that is reasonably possible is $80.4 million to $226.5 million which is subject to change in the near term. The Company may be liable for environmental remediation of sites it no longer owns. Liabilities have been recorded on those sites in accordance with the Company's policy.

West Cost Loading Corporation

As of March 30, 2024, the Company has recorded ~~$12.1~~$17.0 million in other assets related to funding received by the ~~EPA~~Environmental Protection Agency (“EPA”) and placed in a trust in accordance

with the final settlement with the EPA, embodied in a Consent Decree approved by the United States District Court for the Central District of California on July 3, 2013. Per the Consent Decree, Emhart Industries, Inc. (a dissolved and liquidated former indirectly wholly-owned subsidiary of The Black & Decker Corporation) (“Emhart”) has agreed to be responsible for an interim remedy at a site located in Rialto, California and formerly operated by 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~~treatment of ground water at or around the site for a period of approximately 30 years or more. ~~Accordingly, as~~As of ~~September~~March 30, ~~2017,~~2024, the Company's net cash obligation associated with ~~the aforementioned~~ remediation activities, including WCLC assets, is ~~$162.9~~$107.2 million. ~~The range~~

Centredale Site

On April 8, 2019, the United States District Court approved a Consent Decree documenting the terms of a settlement between the Company and the United States for reimbursement of EPA's past costs and remediation of environmental ~~remediation~~contamination found at the Centredale Manor Restoration Project Superfund Site ("Centredale site"), located in North Providence, Rhode Island. Black & Decker and Emhart are liable for site clean-up costs ~~that~~under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as successors to the liability of Metro-Atlantic, Inc., a former operator at the Centredale site. The Company is ~~reasonably possible~~complying with the terms of the settlement. Remediation work at the Centredale site remains ongoing. Technical and regulatory issues have arisen in connection with the disposal methods selected and described in the statement of work for contaminated Centredale site soils and sediment. Emhart’s contractor is ~~$142.4 million~~working with the EPA and the State of Rhode Island to ~~$276.2 million~~develop alternatives. Emhart has recently entered into a cooperative agreement with the Federal and State Natural Resource Trustees to collectively conduct an assessment of what, if any, Natural Resource Damages may be associated with the contamination at the Centredale Site. Litigation continues in the District Court concerning Phase 3 of the case, which is ~~subject~~addressing the potential allocation of liability to ~~change in~~other PRPs who may have contributed to contamination of the ~~near term. The~~Centredale site with dioxins, polychlorinated biphenyls and other contaminants of concern. As of March 30, 2024, the Company ~~may be liable~~has a remaining reserve of $27.8 million for ~~environmental remediation of sites it no longer owns. Liabilities have been recorded on those sites in accordance with policy.~~this site.

Lower Passaic River

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 CPG has substantially completed the ~~2007 AOC, on June 18, 2012,~~RI/FS for the ~~CPG members voluntarily entered into an AOC with the EPA for remediation actions focused solely at mile 10.9 of the~~entire 17-mile 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.

Lower 8.3 Miles

On April 11, 2014, the EPA issued a Focused Feasibility Study (“FFS”) and proposed plan which addressed various early action remediation alternatives for the lower 8.3 miles of the River. 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 ~~ROD~~Record of Decision ("ROD") 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~~which will include the removal of 3.5 million cubic yards of sediment, placement of a cap over the entire lower 8.3 miles of the River, and, according to the EPA, will cost approximately $1.4 billion and take 6 years to implement after the remedial design is completed. ~~The~~On September 30, 2016, Occidental Chemical Corporation ("OCC") entered into an agreement with the EPA ~~estimates that~~to perform the remedial design ~~will take four years~~for the cleanup plan for the lower 8.3 miles of the River. OCC has submitted the final remedial design, which is under review by EPA. 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 ~~complete.~~ various investigations and cleanups OCC has conducted or is conducting in connection with the River. According to the complaint, OCC has incurred or is incurring costs which include the estimated cost ($165 million) to complete the remedial design for the cleanup plan for the lower 8.3 miles of the River. OCC also seeks a declaratory judgment to hold the defendants liable for their proper shares of future response costs for OCC's ongoing activities in connection with the River. The Company and other defendants have answered the complaint and have been engaged in discovery with OCC. On February 24, 2021, the Company and other defendants filed a

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third party complaint against the Passaic Valley Sewerage Commissioners and forty-two municipalities to require those entities to pay their equitable share of response costs. On December 20, 2022, various defendants (including the Company) in the OCC litigation filed an unopposed motion to stay the litigation for six months which was granted by the Court on March 1, 2023 and has been extended while the Court considers the Consent Decree filed by the United States, as discussed below.

The Company and 105 other parties received a letter dated March 31, 2016 from the EPA notifying such parties of potential liability for the costs of the cleanup of the lower 8.3 miles of the ~~River and a letter dated March 30, 2017 stating that the EPA had offered 20 of the parties (not including the Company) an early cash out settlement.~~River. In a ~~letter dated May 17, 2017, the EPA stated that these 20 parties did not discharge any of the eight hazardous substances identified in the lower 8.3 mile ROD as the contaminants of concern. 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 human health or the environment) may ~~also~~ be eligible for cash out settlement, but ~~expects~~expected those ~~parties’~~parties' allocation to be determined through a complex settlement analysis using a ~~third party~~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 ~~asserts~~participated in the allocation process and asserted that it did not discharge dioxins, furans or polychlorinated biphenyls and should be eligible ~~for~~to be a ~~cash out settlement.There has been no determination as to how the RI/FS will be modified in light of the EPA’s decision to implement a final action~~"funding party" for the lower 8.3 mile remedial action. The allocator selected by the EPA issued a confidential allocation report on December 28, 2020, which was reviewed by the EPA. As a result of the allocation process, on February 11, 2022, the EPA and certain parties (including the Company) reached an agreement in principle for a cash-out settlement for remediation of the entire 17-mile Lower Passaic River. On December 16, 2022, the United States lodged a Consent Decree with the United States District Court for the District of New Jersey in United States v. Alden Leeds, Inc. et al. (No. 2:22-cv-07326) that addressed the liability of 85 parties (including the Company) for an aggregate amount of $150 million based in part on the EPA-sponsored allocation report that found OCC 99.4% responsible for the cleanup costs of the River. The Consent Decree was subject to a 90-day public comment period, which ended March 22, 2023. On November 21, 2023, the United States informed the Court that it concluded, based on the public comments, that a small number of parties (not including the Company) should be removed from the settlement and that a change should be made to the United States’ reservation of rights (which was agreed to by the remaining settling parties). On January 17, 2024, the United States filed the modified Consent Decree with the Court and filed its motion to enter the modified Consent Decree on January 31, 2024. On April 1, 2024, the settling defendants (including the Company) and certain other parties filed briefs in support of, and OCC filed a brief in opposition to, the motion to enter the modified Consent Decree. The Court will enter or disapprove the modified Consent Decree after the motion is fully briefed.

Upper 9 Miles

On October 10, 2018, the EPA issued a letter directing the CPG to prepare a streamlined feasibility study for the upper 9 miles of the ~~River.~~ River based on an iterative approach using adaptive management strategies. The CPG submitted a draft Interim Remedy Feasibility Study to the EPA on December 4, 2020, which identified various targeted dredge and cap alternatives with costs that range from $420 million to $468 million (net present value). The EPA issued the Interim Remedy ROD on September 28, 2021, selecting an alternative that the EPA estimates will cost $441 million (net present value).

On March 2, 2023, the EPA issued a Unilateral Administrative Order requiring OCC to design the interim remedy for the upper 9 miles of the River (the “2023 UAO”). Notwithstanding the stay of the litigation commenced in 2018 (and two days after the public comment period on the Consent Decree closed), OCC filed a complaint named Occidental Chem. Corp. v. Givaudan Fragrances Corp., et al., No. 2:23‑cv-1699 at 2, 5 (D.N.J. Mar. 24, 2023) (the “2023 Litigation”) against forty parties (not including the Company) for recovery of past and future response costs it will incur in complying with the 2023 UAO. All of the defendants named in the 2023 Litigation are also defendants or third-party defendants in the litigation commenced in 2018.

Maxus Bankruptcy Settlement

Pursuant to a settlement agreement by and among the Maxus Liquidating Trust, YPF and Repsol submitted to the bankruptcy court on April 7, 2023, YPF and Repsol will jointly pay a combined sum of $573 million to various creditors. Based on the waterfall payout of the bankruptcy plan, the CPG received approximately $9 million, which will be used either to offset future CPG costs, including EPA RI/FS oversight and legal and administrative costs, or to reimburse CPG members for a portion of their past contributions to the RI/FS costs.

At this time, the Company cannot reasonably estimate its liability related to the litigation and remediation efforts as discussed above, excluding the RI/FS, ~~and remediation actions at mile 10.9,~~ as the ~~RI/FS~~OCC litigation is ~~ongoing,~~pending and the ~~ultimate remedial approach and associated cost for the upper portion of the River~~EPA settlement process has not ~~yet~~ been ~~determined,~~completed and the parties that will participate in funding the remediation and their respective allocations are not yet known. On September 30, 2016, Occidental Chemical Corporation entered into an agreement with EPA to perform the remedial design for the cleanup plan for the lower 8.3 miles of the river.requires court approval.

Kerr McGee

Per the terms of a Final Order and Judgment approved by the United States District Court for the Middle District of Florida on January 22, 1991, Emhart is responsible for a percentage of remedial costs arising out of the Kerr McGee Chemical Corporation Superfund Site located in Jacksonville, Florida. On March 15, 2017, the Company received formal notification from the EPA that the EPA had issued a ROD selecting the preferred alternative identified in the Proposed Cleanup Plan. ~~The cleanup adopted by~~On or about November 2, 2023, the ~~EPA is currently~~Multistate Trust managing the remediation revised the estimated remediation costs for work to ~~cost approximately $68.7 million. Accordingly,~~be

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performed in ~~the first quarter of 2017,~~2024, and the Company ~~increased~~adjusted the reserve for its ~~reserve by $17.1~~percentage share of such costs accordingly. As of March 30, 2024, the Company has reserved $27.8 million ~~which was recorded in Other, net in the Consolidated Statements of Operations and Comprehensive Income.~~for this site.

The amount recorded for the aforementioned 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 environmental matters in excess of the amounts recorded will have a materially adverse effect on its financial position, results of operations or liquidity.

~~S. Guarantees~~P. COMMITMENTS AND GUARANTEES

COMMITMENTS — The Company has numerous assets, predominantly real estate, vehicles and equipment, under various lease arrangements. The following is a summary of the Company's right-of-use assets and lease liabilities:


(Millions of Dollars)	March 30, 2024	December 30, 2023
Right-of-use assets	$489.4	$502.9
Lease liabilities	$494.9	$506.6
Weighted-average incremental borrowing rate	4.7%	4.6%
Weighted-average remaining term	6 years	7 years

Right-of-use assets are included within Other assets in the Condensed Consolidated Balance Sheets, while lease liabilities are included within Accrued expenses and Other liabilities, as appropriate. The Company determines its incremental borrowing rate based on interest rates from its debt issuances, taking into consideration adjustments for collateral, lease terms and foreign currency. As of March 30, 2024 and December 30, 2023, approximately $19 million of right-of-use assets and lease liabilities, respectively, were reclassified to held for sale relating to the divestiture of the Infrastructure business.

The Company has arrangements with third-party financial institutions that offer voluntary supply chain finance ("SCF") programs. These arrangements enable certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institutions on terms directly negotiated with the financial institutions. The Company negotiates commercial terms with its suppliers, including prices, quantities, and payment terms, regardless of suppliers’ decisions to finance the receivables due from the Company under these SCF programs. The Company has no economic interest in a supplier’s decision to participate in these SCF programs, and no direct financial relationship with the financial institutions, as it relates to these SCF programs. The amounts due to the financial institutions for suppliers that voluntarily participate in these SCF programs were presented within Accounts payable on the Company’s Condensed Consolidated Balance Sheets and totaled $519.6 million and $528.1 million as of  March 30, 2024 and December 30, 2023, respectively.

As of March 30, 2024, the Company had unrecognized commitments that require the future purchase of goods or services (unconditional purchase obligations) to provide it with access to products and services at competitive prices. These obligations consist of supplier agreements with long-term minimum material purchase requirements and freight forwarding arrangements with minimum quantity commitments. As of March 30, 2024, the Company had unconditional purchase obligations of $326.2 million, consisting of $101.0 million in 2024, $151.1 million in 2025, $41.1 million in 2026, $25.7 million in 2027 and $7.3 million in 2028.

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GUARANTEES —The Company’s financial guarantees at ~~September~~March 30, ~~2017~~2024 are as follows:


(Millions of Dollars)	Term	Maximum Potential Payment		Carrying Amount of Liability		(Millions of Dollars)	Term	Maximum Potential Payment	Carrying Amount of Liability
Guarantees on the residual values of leased assets	One to five years	$	103.4	$	—
Standby letters of credit	Up to three years	71.7		—
Commercial customer financing arrangements	Up to six years	73.8		25.5
Total		$	248.9	$	25.5

The Company has guaranteed a portion of the residual values associated with certain of ~~leased assets arising from~~ its ~~synthetic lease program.~~variable rate leases. The lease guarantees are for an amount up to ~~$103.4~~$157.4 million while the fair value of the underlying assets is estimated at ~~$118.9~~$210.5 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 guarantees.~~obligations.

The Company has issued ~~$71.7~~$182.6 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 O, Contingencies.

The Company provides various limited and full recourse guarantees to financial institutions that provide financing to U.S. and Canadian Mac Tool distributors and franchisees for their initial purchase of the inventory and trucks necessary to function as a distributor and franchisee. In addition, the Company provides limited and full recourse guarantees to financial institutions that extend credit to certain end retail customers of its U.S. Mac Tool distributors and franchisees. The gross amount guaranteed in these arrangements is ~~$73.8~~$90.7 million and the ~~$25.5~~$15.0 million carrying value of the guarantees issued is recorded in ~~debt and other~~Other liabilities ~~as appropriate~~ in the Condensed Consolidated Balance Sheets.

The Company provides ~~product and service~~ warranties ~~which vary~~on certain products across its businesses. The types of product warranties offered generally range from one year to limited ~~lifetime, and certain branded products recently acquired carry a lifetime warranty.~~lifetime. There are also certain products with no warranty. Further, the Company sometimes incurs discretionary costs to service its products in connection with product performance issues. Historical warranty and service claim experience forms the basis for warranty obligations recognized. Adjustments are recorded to the warranty liability as new information becomes available.

The changes in the carrying amount of product ~~and service~~ warranties for the ~~nine~~three months ended ~~September~~March 30, ~~2017~~2024 and ~~October~~April 1, ~~2016~~2023 are as follows:


(Millions of Dollars)	2024		2023
Balance beginning of period	$	136.7	$	126.6
Warranties and guarantees issued	46.6		39.3
Warranty payments and currency	(39.9)		(41.1)
Balance end of period	$	143.4	$	124.8

Q. DIVESTITURES

(Millions of Dollars) 2017 2016
Balance beginning of period $ 103.4
$ 105.4
Warranties and guarantees issued 76.9
71.4
Warranty payments and currency (71.8 ) (69.6 )
Balance end of period $ 108.5
$ 107.2

Infrastructure business

~~T. Divestitures~~

On ~~January 3, 2017,~~April 1, 2024, the Company ~~sold a~~completed the previously announced sale of its Infrastructure business ~~within the Tools & Storage segment~~to Epiroc AB for ~~$25.6~~$760 million. ~~During the second quarter of 2017, the~~The Company received ~~additional~~ proceeds of ~~$0.5~~$728.5 million ~~as a result~~at closing, net of customary adjustments and costs. As of March 30, 2024 and December 30, 2023, the finalization of the purchase price. On February 22, 2017, the Company sold the majority of its mechanical security businesses within the Security segment, which includes the commercial hardware brands of Best Access, phi Precisionassets and GMT, for net proceeds of $719.2 million. The Company also sold a business in the Industrial segment during the third quarter of 2017, resulting in a loss of $3.2 million. As a result of these sales, the Company recognized an after-tax gain of $234.3 million in the first nine months of 2017, primarilyliabilities related to the Infrastructure business were classified as held for sale ofon the ~~mechanical security businesses. These disposals do~~Company's Condensed Consolidated Balance Sheet. This divestiture does not qualify asfor discontinued operations ~~in accordance with 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,~~ and therefore, its results are included in the Company's ~~continuing operations~~Consolidated Statements of Operations and Comprehensive Loss for all periods ~~presented through their respective dates of sale in 2017.~~presented.

~~The following table summarizes~~Following is the pre-tax income for ~~these businesses~~this business for the first three ~~and nine~~ months ended ~~September~~March 30, ~~2017~~2024, and ~~October~~April 1, ~~2016:~~2023:


(Millions of Dollars)	2024		2023
Pre-tax income	$	9.6	$	18.0

In addition, the Company recognized pre-tax asset impairment charges of $25.5 million and $150.8 million in the first quarter of 2024 and fourth quarter of 2023, respectively, to adjust the carrying amount of the long-lived assets of the Infrastructure

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Third Quarter Year-to-Date
(Millions of Dollars) 2017 2016 2017 2016
Pre-tax income $ 0.7
$ 12.0
$ 1.7
$ 34.0
business to its estimated fair value less the costs to sell.

The carrying amounts of the assets and liabilities that were ~~expected to be included~~aggregated in ~~the sales of the mechanical security businesses~~assets held for sale and ~~the business within the Tools & Storage segment were classified as~~liabilities held for sale as of March 30, 2024 and December ~~31, 2016, as follows:~~30, 2023 are presented in the following table:


(Millions of Dollars)	March 30, 2024		December 30, 2023
Cash and cash equivalents	$	3.3	$	0.6
Accounts and notes receivable, net	43.0		41.3
Inventories, net	87.7		96.5
Other current assets	2.3		2.4
Property, plant and equipment, net	71.4		70.4
Goodwill	363.3		389.7
Intangibles, net	214.2		214.3
Other assets	42.3		42.4
Total assets	$	827.5	$	857.6

Accounts payable and accrued expenses	$	45.0	$	44.1
Other long-term liabilities	83.4		84.8
Total liabilities	$	128.4	$	128.9

(Millions of Dollars) December 31, 2016
Accounts and notes receivable, net $ 35.3
Inventories, net 33.2
Property, plant and equipment, net 52.3
Goodwill and other intangibles, net 399.8
Other assets 2.8
Total assets $ 523.4

Accounts payable and accrued expenses $ 38.0
Other liabilities 15.5
Total liabilities $ 53.5

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

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

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

BUSINESS OVERVIEW

Strategy

The Company is a ~~diversified~~ global provider of hand tools, power tools, outdoor products and related accessories, ~~mechanical access solutions (primarily automatic doors), commercial electronic security and monitoring systems, healthcare solutions,~~as well as a leading provider of engineered fastening ~~systems and products and services for various industrial applications.~~solutions. The Company continues to ~~pursue a~~execute its long-term business strategy focused on organic growth in excess of the market and ~~acquisition strategy that involves~~ industry, geographic and customer diversification to foster sustainable revenue, earnings and cash flow growth. In recent years, the Company has re-shaped its portfolio to focus on its leading positions in the tools & outdoor and engineered fastening markets. Leveraging the benefits of a more focused portfolio, the Company initiated a business transformation in mid-2022 that includes reinvestment for faster growth as well as a $2.0 billion Global Cost Reduction Program through 2025. The ~~Company also remains focused on~~Company’s primary areas of multi-year strategic focus remain unchanged as follows:

•Advancing innovation, electrification and global market penetration to achieve organic revenue growth ~~including increasing its presence~~of 2 to 3 times the market;

•Streamlining and simplifying the organization, and investing in ~~emerging markets, with a goal of generating greater than 20% of annual revenues from those markets over time,~~initiatives that more directly impact the Company's customers and ~~leveraging~~end users;

•Returning adjusted gross margins to historical 35%+ levels by accelerating the ~~Stanley Fulfillment System, a now expanded program ("SFS 2.0") focused on upgrading innovation and digital capabilities while maintaining commercial~~operations and supply chain ~~excellence,~~transformation to improve fill rates and ~~funding required investments, in part, through functional transformation. Strategic acquisitions, combined~~better match inventory with ~~strong innovation-driven organic growth performance, will help enable the Company to reach its vision of doubling its size to $22 billion in revenue by 2022 while expanding the margin rate.~~customer demand; and

In March 2017, the Company acquired the Tools business of Newell Brands ("Newell Tools"), which is another important step in the Company's quest to strengthen its presence in the global tools industry,•Prioritizing cash flow generation and the Craftsman brand, which grants the Company the rights to develop, manufacture and sell Craftsman®-branded products in non-Sears Holdings channels. Furthermore, in February 2017, the Company completed the sale of the majority of its mechanical security businesses, which allowed the Company to deploy capital in a more accretive and growth-oriented manner.

inventory optimization.

In terms of capital allocation, the Company remains committed, over time, to returning ~~approximately 50% of free cash flow~~excess capital to shareholders through a strong and growing dividend as well as opportunistically repurchasing shares. In the near term, the Company intends to direct any capital in excess of the quarterly dividend on its common stock toward debt reduction and internal growth investments.

The ~~remaining free cash flow (approximately 50%~~Company’s environmental, social and governance ("ESG") strategy is integrated into, and informed by, its overall long-term business strategy. The portfolio changes discussed above prompted the Company to re-baseline its ESG data and update its ESG targets to align with the more focused Company and its business priorities and goals, while maintaining continuity with the legacy ESG pillars of people, products, and planet. The Company’s renewed ESG priorities are as follows:

•The People strategy includes broad based diversity, equity & inclusion ("DEI") initiatives supported by equal employment opportunities and the Company's Growing the Trades program. To grow the trades, the Company is tailoring its philanthropic efforts to fund trade skill-building initiatives with $30 million pledged by 2027. The Company believes this will generate end-user loyalty and brand ambassadorship that fuels long-term demand.

•The Product strategy is focused on minimizing the environmental footprint of the Company’s products through an emphasis on Sustainable Innovation. The Company’s products are increasingly designed with sustainability in mind – from more sustainable materials specified in product design and packaging, to more eco-friendly impacts resulting from the use of its products, to thoughtful end-of-life repair, reuse and recycling programs. To measure progress in this space, the Company set an intensity-based goal to reduce the greenhouse gas ("GHG") emissions of its products' material, transportation, and use phases (Scope 3) by 52% by 2030. To reach this goal, the Company plans to engage two-thirds of its suppliers to set their own Scope 1 and 2 GHG emissions reduction targets by 2027. The Company plans to work with customers and suppliers to try to reduce or eliminate problematic plastics in its packaging and improve packaging sustainability, with a specific goal to be set by 2025; and plans to continue the transformation of its product portfolio to quieter, safer, and more eco-friendly offerings through electrification.

•The Planet strategy for Sustainable Operations is focused on the responsible stewardship of the Company’s owned and operated facilities. The Company is implementing a climate science-based plan with a goal to reduce its internal operational GHG emissions by 42% (Scope 1 and Scope 2) by 2030, against the 2022 baseline. The Company expects to do this by continuing to invest in renewable power sources, such as wind and solar, while improving efficiencies

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through capital investments, and evaluating additional tools like power purchase agreements and energy attribute certificates. The Company will also pursue zero-waste-to-landfill across all its global manufacturing and distribution sites by 2040. The Company believes the responsible stewardship of its operations is important for energy independence and operations resilience, and increasingly as a value proposition for its customers, who value sustainable upstream suppliers as they work to reduce their own carbon footprint.

The Company’s annual ESG report, issued in August 2023, details the evolution of its ESG strategy and refreshed public commitments. The report includes a comprehensive review of the Company's ESG program and builds on a long history of annually reporting its sustainability metrics and public goals. As explained in the ESG report, the Company's goals contemplate a number of assumptions and there can be no assurances that those assumptions will be ~~deployed towards acquisitions.~~correct or that such goals will be achieved or retained.

Refer to section "Human Capital Management" in Item 1. Business of the ~~“Strategic Objectives”~~ ~~section of~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~ ~~in the Company's~~Company’s Form 10-K for the year ended December ~~31, 2016~~30, 2023 for additional ~~strategic discussions.~~information regarding the Company's commitment to supporting its employees and improving diversity, equity and inclusion.

Common Stock And Other Securities

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

Divestitures

On April 1, 2024, the Company sold its Infrastructure business to Epiroc AB for net proceeds of $728.5 million. The Company used the net proceeds to reduce debt in the second quarter of 2024.

Refer to Note Q, Divestitures, for further discussion.

Global Cost Reduction Program

In mid-2022, the Company launched a program comprised of a series of initiatives designed to generate cost savings by resizing the organization and reducing inventory with the ultimate objective of driving long-term growth, improving profitability and generating strong cash flow. These initiatives are expected to optimize the cost base as well as provide a platform to fund investments to accelerate growth in the core businesses. The program consists of a selling, general, and administrative ("SG&A") planned pre-tax run-rate cost savings of $500 million and a supply chain transformation expected to deliver $1.5 billion of pre-tax run-rate cost savings by the end of 2025 to achieve projected 35%+ adjusted gross margins.

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

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

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

•Operational Excellence: Leveraging the SBD Operating Model and re-designing in-plant operations following footprint rationalization to deliver incremental efficiencies, simplified organizational design and inventory optimization;

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

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

The charges associated with the supply chain transformation are reflected in the Non-GAAP adjustments detailed below in "Results From Operations" and the full year estimate of Non-GAAP adjustments detailed below in "2024 Outlook". The cash investment required to achieve the $1.5 billion of pre-tax run-rate supply chain cost savings is expected to be approximately $0.9 billion to $1.1 billion, of which approximately 40% is expected to be capital expenditures. The Company will continue prioritizing capital expenditures consistent with its existing approach and expects total capital expenditures, inclusive of the

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supply chain transformation, to be $400 million to $500 million for 2024 and to approximate 3.0% to 3.5% of net sales annually in 2025 and beyond.

During the first three months of 2024 and since inception of the program, the Company has generated approximately $145 million and $1.2 billion, respectively, of pre-tax run-rate savings, driven by lower headcount, indirect spend reductions and the supply chain transformation. These savings are comprised of supply chain efficiency benefits, which will support gross margin improvements as the benefits turn through inventory, and SG&A savings. The Company believes that it is on track to grow to approximately $2 billion of pre-tax run-rate savings by year-end 2025. In addition, the Company has reduced inventory by approximately $1.9 billion since the end of the second quarter of 2022 and expects further inventory and working capital reductions to support free cash flow generation in 2024.

Segments

The ~~Company's~~Company’s operations are classified into ~~three~~two reportable business ~~segments, which also represent its operating~~ segments: Tools & ~~Storage, Security~~Outdoor and Industrial. Both reportable segments have significant international operations and are exposed to translational and transactional impacts from fluctuations in foreign currency exchange rates.

Tools & ~~Storage~~Outdoor

The Tools & ~~Storage~~Outdoor segment is comprised of the Power Tools ~~& Equipment~~Group ("~~PTE"~~PTG") ~~and~~, Hand Tools, Accessories & Storage ("HTAS") ~~businesses.~~, and Outdoor Power Equipment ("Outdoor") product lines. Annual revenues in the Tools & ~~Storage~~Outdoor segment were ~~$7.5~~$13.4 billion in ~~2016,~~2023, representing ~~66%~~85% of the Company’s total revenues.

The ~~PTE business~~PTG product line includes both professional and consumer products. Professional products, primarily under the DEWALT® brand, include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders, as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, and concrete and masonry anchors. ~~Consumer~~DIY and tradesperson focused products include corded and cordless electric power tools sold primarily under the ~~BLACK+DECKER~~CRAFTSMAN® brand, ~~lawn~~ and ~~garden products, including hedge trimmers, string trimmers, lawn mowers, edgers and related accessories, and~~consumer home products such as hand-held vacuums, paint tools and cleaning ~~appliances.~~appliances primarily under the BLACK+DECKER® brand.

The HTAS ~~business~~product line 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.

~~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 billion in 2016, representing 18% 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 MAS businessOutdoor product line primarily sells ~~automatic doors.~~corded and cordless electric lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, pressure washers and related accessories, and gas powered lawn and garden products, including lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, utility terrain vehicles (UTVs), hand-held outdoor power equipment, garden tools, and parts and accessories to professionals and consumers under the DEWALT®, CRAFTSMAN®, CUB CADET®, BLACK+DECKER®, and HUSTLER® brand names.

Industrial

The Industrial segment is comprised of the Engineered Fastening and Infrastructure businesses. Annual revenues in the Industrial segment ~~revenues totaled $1.8~~were $2.4 billion in ~~2016,~~2023, representing ~~16%~~15% of the Company’s total revenues.

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

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

Table 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.Contents

~~Acquisitions~~RESULTS OF OPERATIONS

On ~~March 8, 2017,~~April 1, 2024, the Company completed the ~~purchase~~previously announced sale of ~~the Craftsman brand from Sears Holdings, which provides the Company with the rights~~its Infrastructure business to ~~develop, manufacture~~Epiroc AB. This divestiture does not qualify for discontinued operations and sell Craftsman®-branded products in non-Sears Holdings channels. The Company plans to significantly increase the availability of Craftsman®-branded products to consumers in previously underpenetrated channels, enhance innovation, and add manufacturing jobstherefore, its results are included in the ~~U.S. to support growth.~~

~~On March 9, 2017, the Company acquired Newell Tools, which includes the highly attractive industrial cutting, hand tool~~Company's Consolidated Statements of Operations and power tool accessory brands Irwin® and Lenox®. The acquisition enhances the Company’s position within the global tools & storage industry and broadens the Company’s product offerings and solutions to customers and end-users, particularly within power tool accessories.

~~Divestitures~~

On February 22, 2017, the Company completed the sale of the majority of its mechanical security businesses, which included the commercial hardware brands of Best Access, phi Precision and GMT. The sale allowed the Company to deploy capital in a more accretive and growth-oriented manner.Comprehensive Loss for all periods presented.

Certain Items Impacting Earnings and Non-GAAP Financial Measures

~~Throughout MD&A, the~~The Company has provided a discussion of ~~the outlook and~~its results both inclusive and exclusive of ~~acquisition-related charges~~certain gains and ~~gains or losses on sales of businesses.~~charges. The ~~acquisition-related charges relate primarily to the Newell Tools and Craftsman brand acquisitions. The amounts~~results and measures, including gross profit, SG&A, Other, net, Income taxes, and segment profit (including Corporate Overhead), on a basis excluding ~~such~~certain gains and charges, free cash flow, organic revenue and organic growth are ~~considered~~Non-GAAP financial measures. The Company considers the use of Non-GAAP financial measures relevant to aid analysis and understanding of the Company’s results and business trends aside from the material impact of these ~~charges. In addition, these~~items and ensures appropriate comparability to operating results of prior periods. Supplemental Non-GAAP information should not be considered in isolation or as a substitute for the related GAAP financial measures. Non-GAAP financial measures presented herein may differ from similar measures used by other companies.

With the exception of forecasted free cash flow included in “2024 Outlook” as discussed below, the Non-GAAP financial measures of gross profit, SG&A, Other, net, Income taxes, and segment profit (including Corporate Overhead), presented on a basis excluding certain gains and charges, as well as free cash flow, organic revenue and organic growth are ~~utilized internally by management~~defined and reconciled to ~~understand~~their most directly comparable GAAP financial measures below. Due to high variability and difficulty in predicting items that impact cash flow from operations, a reconciliation of forecasted free cash flow to its most directly comparable GAAP estimate has been omitted. The Company believes such a reconciliation would also imply a degree of precision that is inappropriate for this forward-looking measure.

The Company’s operating results at the consolidated level as discussed below include and exclude certain gains and charges impacting gross profit, SG&A, Other, net, and Income taxes. The Company’s business ~~trends,~~segment results as ~~once the anticipated cost synergies from these acquisitions, as applicable, are realized, such~~discussed below include and exclude certain gains and charges ~~are not expected to recur.~~impacting gross profit and SG&A. These amounts for the ~~three~~first quarters of 2024 and ~~nine months ended September 30, 2017~~2023 are as follows:

~~Acquisition-Related Charges~~

~~During the three months ended September 30, 2017, the Company reported $30 million in pre-tax acquisition-related charges, which were comprised~~First Quarter 2024


(Millions of Dollars)	GAAP		Non-GAAP Adjustments2		Non-GAAP
Gross profit	$	1,108.5	$	14.4	$	1,122.9
Selling, general and administrative1	851.8		(20.1)		831.7
Earnings before income taxes	48.3		71.5		119.8
Income taxes	28.8		6.8		35.6
Net earnings	19.5		64.7		84.2
Diluted earnings per share of common stock	$	0.13	$	0.43	$	0.56

First Quarter 2023


	(Millions of Dollars)	GAAP		Non-GAAP Adjustments2		Non-GAAP
	Gross profit	$	835.5	$	73.4	$	908.9
	Selling, general and administrative1	825.1		(20.7)		804.4
	Loss before income taxes	(164.1)		106.8		(57.3)
	Income taxes	23.7		(20.4)		3.3
	Net loss	(187.8)		127.2		(60.6)
	Diluted loss per share of common stock	$	(1.26)	$	0.85	$	(0.41)

1	Includes provision for credit losses
2	Refer to table below for additional detail of the Non-GAAP adjustments

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Below is a summary of the ~~following:~~pre-tax Non-GAAP adjustments for the first quarters of 2024 and 2023.


(Millions of Dollars)	2024		2023
Supply Chain Transformation Costs:
Footprint Rationalization1	$	8.4	$	59.3
Strategic Sourcing & Operational Excellence2	5.8		14.1
Facility-related costs	0.7		0.7
Voluntary retirement program	—		(0.1)
Other charges (gains)	(0.5)		(0.6)
Gross Profit	$	14.4	$	73.4

Supply Chain Transformation Costs:
Footprint Rationalization1	$	7.5	$	0.1
Complexity Reduction	0.3		0.1
Acquisition & Integration-related costs3	2.8		10.1
Transition services costs related to previously divested businesses	5.5		12.8
Voluntary retirement program	—		(0.9)
Other charges (gains)	4.0		(1.5)
Selling, general and administrative	$	20.1	$	20.7

Other, net4	$	(3.5)	$	(7.0)
Loss on sales of businesses	—		7.6
Asset impairment charges5	25.5		—
Restructuring charges6	15.0		12.1
Earnings (loss) before income taxes	$	71.5	$	106.8

~~$10 million reducing Gross Profit primarily pertaining to amortization~~


1			Footprint Rationalization costs in 2024 primarily relate to accelerated depreciation of production equipment of $4.9 million and other facility exit and re-configuration costs of $10.0 million. In 2023, transfers and closures of targeted manufacturing sites, including Fort Worth, Texas and Cheraw, South Carolina as previously announced in March 2023, resulted in accelerated depreciation of production equipment of $17.0 million and non-cash asset write-downs of $42.2 million (predominantly tooling, raw materials and WIP).
2			Strategic Sourcing & Operational Excellence costs in 2023 primarily relate to third-party consultant fees to provide expertise in identifying and quantifying opportunities to source in a more integrated manner and re-design in-plant operations following footprint rationalization, developing a detailed program and related governance, and assisting the Company with the implementation of actions necessary to achieve the related objectives.
3			Acquisition & integration-related costs primarily relate to the MTD and Excel acquisitions, including costs to integrate the organizations and shared processes, as well as harmonize key IT applications and infrastructure.
4			Includes deal-related costs, net of income related to providing transition services to previously divested businesses.
5			The $25.5 million pre-tax asset impairment charge in 2024 related to the Infrastructure business.
6			Refer to “Restructuring Activities” below for further discussion.

Below is a summary of the ~~inventory step-up adjustment for~~Company’s operating results at the ~~Newell Tools acquisition;~~

~~$7 million in SG&A primarily for integration-related costs and consulting fees;~~

~~$5 million in Other, net primarily for deal transaction costs; and~~

~~$8 million in Restructuring charges pertaining~~consolidated level, followed by an overview of business segment performance. Organic growth is utilized to ~~facility closures and employee severance.~~

~~The tax effect on~~describe the ~~above charges~~Company's results excluding the impacts of foreign currency fluctuations, acquisitions during ~~the third quarter of 2017 was $9 million, resulting in after-tax charges of $21 million, or approximately $0.13 per diluted share.~~

~~During the nine months ended September 30, 2017, the Company reported $130 million in pre-tax acquisition-related charges, which were comprised of the following:~~

~~$43 million reducing Gross Profit primarily pertaining to amortization of the inventory step-up adjustment for the Newell Tools acquisition;~~

~~$26 million in SG&A primarily for integration-related costs and consulting fees;~~

~~$51 million in Other, net primarily for deal transaction costs; and~~

~~$10 million in Restructuring charges pertaining to facility closures and employee severance.~~

~~The tax effect on the above charges during the first nine~~their initial 12 months of ~~2017 was $39 million, resulting in after-tax charges of approximately $91 million, or $0.59 per diluted share.~~ownership, and divestitures.

~~Sales of Businesses~~

During the three months ended September 30, 2017, the Company reported a $3 million loss, or $0.02 per diluted share, relating to the sale of a business in the Industrial segment. During the nine months ended September 30, 2017, the Company reported a $265 million pre-tax gain primarily relating to the previously discussed sale of the majority of the mechanical security businesses. The tax effect of the gain was $31 million, resulting in an after-tax gain of $234 million, or $1.54 per diluted share.Consolidated Results

~~2017 Outlook~~

This outlook discussion is intended to provide broad insight into the Company’s near-term earnings and cash flow generation prospects. The Company is raising the mid-point of and tightening its 2017 EPS outlook to $8.20 - $8.30 ($7.33 - $7.43 excluding acquisition-related charges and net gain on sales of businesses) from $8.05 - $8.25 ($7.18 - $7.38 excluding acquisition-related charges and net gain on sales of businesses) as it expects stronger full year results attributable primarily to higher organic growth expectations. The Company is also reiterating its free cash flow conversion estimate, defined as free cash flow divided by net income, excluding the net gain on sales of businesses, of approximately 100%.

~~RESULTS OF OPERATIONS~~

Net Sales:Net sales were ~~$3.299~~$3.870 billion in the ~~third quarter~~first three months of ~~2017~~2024 compared to ~~$2.882~~$3.932 billion in the ~~third quarter~~first three months of ~~2016,~~2023, representing ~~an increase~~a decrease of ~~14% fueled~~2% driven by ~~strong organic growth of 7%. Acquisitions, primarily Newell Tools,~~a 1% decrease in volume and a 1% decrease from foreign ~~currency increased sales by 9%, 7%, and 1%, respectively, while the impact of businesses sold decreased sales by 3%.~~currency. Tools & ~~Storage~~Outdoor net sales ~~increased 22%~~decreased 1% compared to the ~~third quarter~~first three months of ~~2016~~2023, due to ~~strong organic growth of 9%, with solid growth across all regions, acquisition growth of 13% and favorable foreign currency of 1%, partially offset by~~ a 1% decline ~~from the sale of a business~~ in ~~the first quarter of 2017. The impact of price was relatively neutral~~volume. Industrial net sales decreased 5% compared to the ~~third quarter~~first three months of ~~2016. Net sales~~2023 as a 1% increase in ~~the Security segment decreased 9% compared to the third quarter of 2016 as increases from small bolt-on commercial electronic security acquisitions of 3% and foreign currency of 2% were~~price was more than offset by a ~~decline of 14% from the sale of the majority of the mechanical security businesses. Industrial net sales increased 9% compared to the third quarter of 2016 primarily due to an 8% increase~~5% decrease in volume ~~fueled by organic sales growth of 6% in Engineered Fastening and 15% in Infrastructure,~~ and a 1% ~~increase~~decrease from foreign currency.

~~Net sales were $9.334 billion in the first nine months~~

Table of 2017 compared to $8.487 billion in the first nine months of 2016, representing an increase of 10% fueled by strong organic growth of 6%. Acquisitions, primarily Newell Tools, and volume each increased sales by 6% while the impact of businesses sold decreased sales by 2%. Tools & Storage net sales increased 16% compared to the first nine months of 2016 due to strong organic growth of 8%, fueled by solid growth across all regions, and acquisition growth of 9%, partially offset by a 1% decline from the sale of a business in the first quarter of 2017. Net sales in the Security segment declined 9% compared to the first nine months of 2016 as organic growth of 1% and small bolt-on commercial electronic security acquisitions of 2% were more than offset by declines of 11% from the sale of the majority of theContents

mechanical security businesses and 1% from foreign currency. Industrial net sales increased 6% compared to the first nine months of 2016 primarily due to a 7% increase in volume, driven by organic growth of 6% in Engineered Fastening and 12% in Infrastructure, partially offset by a 1% decrease in foreign currency.

Gross Profit:Gross profit was ~~$1.252~~$1.109 billion, or ~~38.0%~~28.6% of net sales, in the ~~third quarter~~first three months of ~~2017~~2024 compared to ~~$1.084 billion,~~$835.5 million, or ~~37.6%~~21.2% of net sales, in the ~~third quarter~~first three months of ~~2016. Acquisition-related charges,~~2023. Non-GAAP adjustments, which reduced gross profit, were ~~$9.6~~$14.4 million for the three months ended ~~September~~March 30, ~~2017, primarily relating to the amortization of the inventory step-up adjustment~~2024 and $73.4 million for the ~~Newell Tools acquisition.~~three months ended April 1, 2023. Excluding ~~acquisition-related charges,~~these adjustments, gross profit was ~~38.2%~~29.0% of net sales for the three months ended ~~September~~March 30, ~~2017~~2024, compared to ~~37.6%~~23.1% for the three months ended April 1, 2023, primarily due to lower inventory destocking costs, supply chain transformation benefits and lower shipping costs.

SG&A Expenses: SG&A, inclusive of the provision for credit losses, was $851.8 million, or 22.0% of net sales, in the first three months of 2024, compared to $825.1 million, or 21.0% of net sales, in the first three months of 2023. Within SG&A, Non-GAAP adjustments totaled $20.1 million for the three months ended March 30, 2024 and $20.7 million for the three months ended April 1, 2023. Excluding these adjustments, SG&A was 21.5% of net sales for the three months ended ~~October 1, 2016, as volume leverage and productivity more than offset increasing commodity inflation.~~

~~Gross profit was $3.530 billion, or 37.8% of net sales, in the first nine months of 2017~~March 30, 2024, compared to $3.191 billion, or 37.6% of net sales, in the first nine months of 2016. Acquisition-related charges, which reduced gross profit, were $42.5 million for the nine months ended September 30, 2017, primarily relating to the amortization of the inventory step-up adjustment for the Newell Tools acquisition. Excluding acquisition-related charges, gross profit was 38.3% of net sales for the nine months ended September 30, 2017, compared to 37.6% of net sales for the nine months ended October 1, 2016. The year-over-year increase in the profit rate was attributable to volume leverage, productivity and cost control, which more than offset currency and increasing commodity inflation.

~~SG&A Expenses:~~ SG&A, inclusive of the provision for doubtful accounts, was $763.4 million, or 23.1% of net sales, in the third quarter of 2017 compared to $645.4 million, or 22.4% of net sales, in the third quarter of 2016. Within SG&A, acquisition-related integration and consulting costs totaled $7.4 million20.5% for the three months ended ~~September 30, 2017. Excluding these charges, SG&A was 22.9% of net sales for~~April 1, 2023, as the ~~three months ended September 30, 2017 compared to 22.4% for the three months ended October 1, 2016, as investments~~Company increased investment in innovation and growth ~~initiatives were partially offset by continued cost management.~~initiatives.

On a year-to-date basis, SG&A, inclusive of the provision for doubtful accounts, was $2.187 billion, or 23.4% of net sales, in 2017 compared to $1.940 billion, or 22.9% of net sales, in 2016. Within SG&A, acquisition-related integration and consulting costs totaled $26.8 million for the nine months ended September 30, 2017. Excluding these charges, SG&A was 23.1% of net sales for the nine months ended September 30, 2017 compared to 22.9% for the nine months ended October 1, 2016, as investments in growth initiatives were partially offset by continued cost management.

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.

~~Corporate Overhead:~~ ~~The corporate overhead element of SG&A, which is not allocated to the business segments, amounted to $55.7 million, or 1.7% of net sales,~~ Such distribution costs classified in ~~the third quarter of 2017 compared to $43.1 million, or 1.5% of net sales, in the corresponding period of 2016. On a year-to-date basis, the corporate overhead element of~~ SG&A amounted to ~~$148.7 million, or 1.6% of net sales, in 2017 compared to $138.5 million, or 1.6% of net sales, in 2016.~~

~~Other, net:~~ ~~Other, net amounted to $65.5~~$130.5 million and ~~$232.0~~$129.5 million for the first three months of 2024 and ~~nine months ended September 30, 2017,~~2023, respectively. ~~Excluding acquisition-related transaction costs of $5.4 million and $51.0 million for the three and nine months ended September 30, 2017, respectively,~~

Other, net: Other, net totaled ~~$60.1~~$80.0 million and ~~$181.0~~$63.7 million ~~for~~in the first three months of 2024 and ~~nine months ended September 30, 2017,~~2023, respectively. Excluding Non-GAAP adjustments, Other, net, ~~amounted to $56.8~~totaled $83.5 million and ~~$150.6~~$70.7 million ~~for~~in the first three months of 2024 and ~~nine months ended October 1, 2016,~~2023, respectively. The year-over-year increase ~~in both periods~~ was primarily driven by higher ~~amortization~~environmental costs and write-downs on certain investments.

Loss on Sales of Businesses: During the first quarter of 2023, the Company reported a pre-tax loss of $7.6 million primarily related to the divestiture of a small business in the Industrial segment.

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

Interest, net: Net interest expense ~~negative impacts of foreign currency and a one-time environmental remediation charge of $17~~was $87.9 million ~~recorded~~ in the first quarter of ~~2017 relating~~2024 compared to ~~a legacy Black & Decker site.~~$91.1 million in the first quarter of 2023. The year-over-year decrease was primarily driven by higher interest income due to an increase in rates.

~~Loss (Gain) on Sales of Businesses:~~ ~~During~~Income Taxes: For the three months ended ~~September~~March 30, ~~2017,~~2024, the Company reported a $3.2 million loss relating to the sale of a business in the Industrial segment. During the nine months ended September 30, 2017, the Company reported a $265.1 million gain primarily relating to the sale of the majority of the mechanical security businesses, as previously discussed.

~~Pension settlement:~~ Pension settlement of $12.8 million for the nine months ended September 30, 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.

~~Interest, net:~~ Net interest expense was $46.9 million in the third quarter of 2017 compared to $45.1 million in the third quarter of 2016. On a year-to-date basis, net interest expense was $135.9 million in 2017 compared to $128.8 million in 2016. The year-over-year increase in both periods is primarily due to the termination of interest rate swaps in June 2016 hedging the Company's fixed rate debt.

~~Income Taxes:The~~ Company recognized income tax expense of ~~$79.8~~$28.8 million, ~~and $239.8 million~~resulting in an effective tax rate of 59.6%. Excluding the tax effect on Non-GAAP adjustments, for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017, respectively,~~2024, the Company recognized income tax expense of $35.6 million, resulting in an effective tax ~~rates~~rate of ~~22.5% and 20.2%, respectively. The~~29.7%. These effective tax rates differ from the U.S. statutory tax rate ~~during these periods~~of 21% primarily due to a portion of the Company’s earnings being realized in lower-taxed foreign jurisdictions, the utilization of U.S. tax attributes during the first quarter of 2017 due to the divestiture of the mechanical security businesses, the favorable settlement of certain income tax audits during the second quarter of 2017, and the acceleration of certain tax credits resulting innon-deductible expenses, losses for which a tax benefit ~~during the third quarter of 2017. Non-deductible transaction costs~~is not recognized, and ~~other acquisition-related restructuring items~~U.S. tax on foreign earnings, partially offset ~~the net~~by tax ~~benefits mentioned above for~~credits and state income taxes.

For the three ~~and nine~~ months ended ~~September 30, 2017. Excluding~~April 1, 2023, the ~~impact of the divestitures and acquisition-related charges, the effective tax rates were 23.0% and 23.7% for the three and nine months ended September 30, 2017, respectively.~~

~~The~~ Company recognized income tax expense of ~~$78.7~~$23.7 million, ~~and $234.7 million~~resulting in an effective tax rate of (14.4)%. Excluding the tax effect on Non-GAAP adjustments, for the three ~~and nine~~ months ended ~~October~~April 1, ~~2016, respectively,~~2023, the Company recognized an income tax expense of $3.3 million, resulting in an effective tax ~~rates~~rate of ~~24.0% and 24.9%, respectively. The~~(5.8)%. These effective tax rates differ from the U.S. statutory tax rate ~~during these periods~~of 21% primarily due to U.S. tax on foreign earnings, non-deductible expenses, and interest on unrecognized tax benefits, partially offset by tax on foreign earnings at tax rates different than the U.S. tax rate, state income taxes, and tax credits.

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

On December 20, 2021, the Organization for Economic Cooperation and Development (“OECD”) published a ~~portion~~proposal for the establishment of a global minimum tax rate of 15% (“Pillar Two"). The Pillar Two rules provide a template that jurisdictions can translate into domestic law to assist with the implementation within an agreed upon timeframe and in a coordinated manner, which became effective for fiscal years beginning after January 1, 2024. To date, jurisdictions in which the Company operates are in various stages of implementation.

The OECD and other countries continue to publish guidance and legislation which include transition and safe harbor rules. The Company expects to avail itself of the ~~Company’s earnings being realized~~transitional safe harbor rules in ~~lower-taxed foreign~~most jurisdictions in which the ~~finalization~~Company operates. There are, however, a limited number of ~~audit settlements during~~jurisdictions where the ~~first quarter of 2016, adjustments~~transitional safe harbor relief does not apply. The Company expects the Pillar Two tax impact from these jurisdictions to ~~tax positions relating~~be immaterial to ~~undistributed foreign earnings during the second~~its estimated annual effective rate for 2024 and ~~third quarters of 2016,~~continues to monitor developments in legislation, regulation, and ~~adjustments relating to the filing of certain U.S. and foreign corporate income tax returns during the third quarter of 2016.~~interpretive guidance in this area.

Business Segment Results

Table of Contents

The Company’s reportable segments ~~are aggregations of~~represent businesses that have similar products, services and end markets, among other factors. The Company utilizes segment profit which is defined as net sales minus cost of sales and SG&A inclusive of the provision for ~~doubtful accounts~~credit losses (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, net (inclusive of intangible asset amortization expense), restructuring charges, gains or losses on sales of businesses, pension settlement and income taxes. Corporate overhead is comprised of world headquarters facility expense, cost for the executive management team and the expense 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,~~ ~~for the amount of net restructuring charges attributable to each segment.~~

Tools & Outdoor:


	Year-to-Date
(Millions of Dollars)		2024			2023
Net sales		$	3,284.6		$	3,315.4
Segment profit		$	255.7		$	18.7
% of Net sales		7.8		%	0.6		%

Tools & ~~Storage:~~

Third Quarter Year-to-Date
(Millions of Dollars) 2017 2016 2017 2016
Net sales $ 2,318.2
$ 1,896.9
$ 6,432.2
$ 5,535.4
Segment profit $ 396.6
$ 330.0
$ 1,058.2
$ 954.5
% of Net sales 17.1 % 17.4 % 16.5 % 17.2 %

~~Tools & Storage~~Outdoor net sales ~~increased $421.3~~decreased $30.8 million, or ~~22%~~1%, in the ~~third quarter~~first three months of ~~2017~~2024 compared to the ~~third quarter~~first three months of ~~2016.~~2023 as volume growth in DEWALT® was more than offset by a muted market demand backdrop which contributed to a 1% decline in volume. Organic ~~sales were strong across all regions primarily due to organic growth of 16% in emerging markets, 9%~~revenue decreased 2% and 3% in North America and ~~5% in Europe. Within emerging markets, all regions generated mid-teen organic growth from the continued success of mid-price-point product releases, higher e-commerce volumes,~~Europe, respectively, and two country specific distribution model changes. North America share gains were fueled by strong commercial execution along with market-leading innovation, including expanded adoption and new product launches within the DEWALT FlexVolt system. Europe delivered another quarter of above-market organic growth enabled by new product innovation and successful commercial actions. Acquisition sales, primarily from Newell Tools, contributed 13% to overall sales growthincreased 7% in the ~~third quarter~~rest of ~~2017 and foreign currency increased sales by 1%, while~~ the ~~sale of a business in~~world. During the first quarter of ~~2017 resulted in a 1% decrease. The impact of price~~2024, the U.S. retail point-of-sale demand was ~~relatively neutral compared to~~down modestly versus the ~~third quarter of 2016.~~

On a year-to-date basis, net sales increased $896.8 million, or 16%, in the first nine months of 2017 compared to the first nine months of 2016. Organic sales increased 8% primarily due to organic growth of 9% in North America, 6% in Europe, and 7%

~~in emerging markets. Acquisition sales, primarily from Newell Tools, contributed 9% to overall sales~~prior year with modest growth in ~~the first nine months of 2017, while the sale of a business in the first quarter of 2017 resulted in a 1% decrease.~~outdoor.

Segment profit for the ~~third quarter~~first three months of ~~2017~~2024 was ~~$396.6~~$255.7 million, or ~~17.1%~~7.8% of net sales, compared to ~~$330.0~~$18.7 million, or 17.4% of net sales, in the corresponding 2016 period. Excluding acquisition-related charges of $16.8 million, segment profit amounted to 17.8% of net sales in the third quarter of 2017, compared to 17.4% of net sales in the third quarter of 2016, as benefits of volume leverage and productivity more than offset growth investments and commodity inflation.

Year-to-date segment profit for the Tools & Storage segment was $1.058 billion, or 16.5% of net sales, in 2017 compared to $954.5 million, or 17.2% of net sales, in the corresponding 2016 period. Excluding acquisition-related charges of $68.2 million, segment profit amounted to 17.5%0.6% of net sales, in the first ~~nine~~three months of ~~2017 compared to 17.2%~~2023. Excluding Non-GAAP adjustments of $22.9 million and $79.2 million for the three months ended March 30, 2024 and April 1, 2023, respectively, segment profit was 8.5% of net sales in the first ~~nine~~three months of ~~2016, as volume leverage~~2024 and ~~productivity more than~~3.0% in the first three months of 2023. The year-over-year increase was a result of lower inventory destocking costs, supply chain transformation benefits and reduced shipping costs, which were partially offset by increased growth ~~investments, currency and commodity inflation.~~investments.

~~Security:~~Industrial:


	Year-to-Date
(Millions of Dollars)		2024			2023
Net sales		$	584.9		$	616.4
Segment profit		$	65.2		$	67.4
% of Net sales		11.1		%	10.9		%

Third Quarter Year-to-Date
(Millions of Dollars) 2017 2016 2017 2016
Net sales $ 476.8
$ 522.7
$ 1,429.0
$ 1,564.6
Segment profit $ 54.0
$ 71.4
$ 156.8
$ 199.3
% of Net sales 11.3 % 13.7 % 11.0 % 12.7 %

~~Security~~Industrial net sales decreased ~~$45.9~~$31.5 million, or 9%5%, in the ~~third quarter~~first three months of ~~2017~~2024 compared to the ~~third quarter~~first three months of ~~2016~~2023, as ~~small bolt-on commercial electronic security acquisitions of 3% and~~ a 2%1% increase ~~from foreign currency were~~in price was more than offset by a 14% reduction resulting from the sale of the majority of the mechanical security businesses. Europe delivered organic growth of 1% as strength within the U.K. and the Nordics was partially offset by anticipated ongoing weakness in France. North America organic sales declined by 1% as growth within healthcare was more than offset by lower commercial electronic security installations due to customer-directed project delays and a modest impact from the recent hurricanes in Texas and the Southeastern U.S.

On a year-to-date basis, net sales decreased $135.6 million, or 9%, in the first nine months of 2017 compared to the first nine months of 2016, as 1% organic growth and small bolt-on commercial electronic security acquisitions of 2% were more than offset by an 11% reduction resulting from the sale of the majority of the mechanical security businesses and a 1%5% decrease ~~from foreign currency.~~

Security segment profit for the third quarter of 2017 was $54.0 million, or 11.3% of net sales, compared to $71.4 million, or 13.7% of net sales, in the corresponding 2016 period. The year-over-year change in the segment profit rate reflects an approximate 100 basis point decline related to the sale of the majority of the Company's mechanical security businesses, as well as impacts from the aforementioned project delays and funding modest growth investments.

Year-to-date segment profit for the first nine months of 2017 was $156.8 million, or 11.0% of net sales, compared to $199.3 million, or 12.7% of net sales, in the corresponding 2016 period. The year-over-year change in the segment profit rate reflects an approximate 135 basis point decline related to the sale of the majority of the Company's mechanical security businesses, as well as the other factors that impacted the third quarter of 2017 as discussed above.

~~Industrial:~~

Third Quarter Year-to-Date
(Millions of Dollars) 2017 2016 2017 2016
Net sales $ 503.6
$ 462.4
$ 1,472.5
$ 1,386.5
Segment profit $ 93.8
$ 80.4
$ 276.5
$ 235.2
% of Net sales 18.6 % 17.4 % 18.8 % 17.0 %

~~Industrial net sales increased $41.2 million, or 9%, in the third quarter of 2017 compared to the third quarter of 2016, due to an 8% increase~~ in volume, ~~and a 1% increase from foreign currency. Engineered Fastening organic revenues increased 6% due to strong automotive system shipments and volume growth within general industrial markets.~~exclusively in Infrastructure, ~~organic revenues were up 15% on increased Hydraulic Tools volumes from successful commercial actions~~ and ~~improved market conditions, as well as higher Oil & Gas volumes from North American onshore pipeline project extensions and increased global inspection activity.~~

~~On a year-to-date basis, net sales increased $86.0 million, or 6%, in the first nine months of 2017 compared to the first nine months of 2016, due to a 7% increase in volumes, partially offset by~~ a 1% decrease from foreign currency. Engineered Fastening organic revenues increased 6%5%, with aerospace and ~~Infrastructure organic revenues were up 12% primarily due to the same factors that impacted the third quarter of 2017 as discussed above.~~automotive growth, which was partially offset by general industrial market softness.

Industrial segment profit for the ~~third quarter~~first three months of ~~2017 was $93.8~~2024 totaled $65.2 million, or ~~18.6%~~11.1% of net sales, compared to ~~$80.4~~$67.4 million, or ~~17.4%~~10.9% of net sales, in the corresponding ~~2016 period, primarily due to volume leverage, productivity gains~~2023 period. Excluding Non-GAAP adjustments of $5.7 million and ~~cost control.~~

~~Year-to-date~~$0.3 million for the three months ended March 30, 2024 and April 1, 2023, respectively, segment profit ~~for the Industrial segment was $276.5 million, or 18.8% of net sales, compared~~amounted to ~~$235.2 million, or 17.0%~~12.1% of net sales in the ~~corresponding 2016 period. The increase~~first three months of 2024 compared to 11.0% in the ~~segment profit rate was primarily~~first three months of 2023, due to price realization and cost control.

Corporate Overhead

Corporate Overhead includes the ~~same factors that impacted~~corporate overhead element of SG&A, which is not allocated to the ~~third~~business segments. Corporate Overhead amounted to $64.2 million and $75.7 million in the first quarter of ~~2017 as discussed above.~~2024 and 2023, respectively. Excluding Non-GAAP adjustments of $5.9 million for the three months ended March 30, 2024 and $14.6 million for the three months ended April 1, 2023, the corporate overhead element of SG&A was $58.3 million and $61.1 million for the three months ended March 30, 2024 and April 1, 2023, respectively.

Table of Contents

RESTRUCTURING ACTIVITIES

A summary of the restructuring reserve activity from December ~~31, 2016~~30, 2023 to ~~September~~March 30, ~~2017~~2024 is as follows:


(Millions of Dollars)	December 31, 2016		Net Additions		Usage			Currency		September 30, 2017		(Millions of Dollars)	December 30, 2023	Net Additions	Usage	Currency	March 30, 2024
Severance and related costs	$	21.4	$	34.4	$	(32.8	)	$	2.1	$	25.1
Facility closures and asset impairments	14.2		8.5		(16.1		)	0.3		6.9
Facility closures and other
Total	$	35.6	$	42.9	$	(48.9	)	$	2.4	$	32.0

For the ~~nine~~three months ended ~~September~~March 30, ~~2017,~~2024, the Company recognized net restructuring charges of ~~$42.9 million. This amount reflects $34.4~~$15.0 million, ~~of net~~primarily related to severance ~~charges associated with the reduction of approximately 1,463 employees and $8.5 million of facility closure and other restructuring~~ costs.

For the three months ended September 30, 2017, the Company recognized net restructuring charges of $19.1 million. This amount reflects $16.3 million of net severance charges associated with the reduction of approximately 1,138 employees and $2.8 million of facility closure and other restructuring costs.

The Company expects ~~these restructuring actions~~ to ~~result in~~achieve annual net cost savings of approximately ~~$34~~$27 million by the end of ~~2018.~~

2025 related to the restructuring costs incurred during the three months ended March 30, 2024. The majority of the ~~$32.0~~$34.3 million of reserves remaining as of ~~September~~March 30, ~~2017~~2024 is expected to be utilized within the next 12 months.

Segments: The $43 million of net restructuring charges for the nine months ended September 30, 2017 includes: $18 million pertaining to the Tools & Storage segment; $17 million pertaining to the Security segment; $7 million pertaining to the Industrial segment and $1 million pertaining to Corporate.

The ~~$19~~$15 million of net restructuring charges for the three months ended ~~September~~March 30, ~~2017~~2024 includes: $9$7 million ~~pertaining to~~in the Tools & ~~Storage~~Outdoor segment; $8$6 million ~~pertaining to the Security segment~~in Industrial; and $2 million ~~pertaining to the Industrial segment.~~in Corporate.

The anticipated annual net cost savings of approximately ~~$34~~$27 million byrelated to the ~~end of 2018 includes: $12~~first quarter 2024 restructuring actions include: $17 million in the Tools ~~and Storage~~& Outdoor segment; ~~$14 million in the Security segment; $7~~$5 million in the Industrial ~~segment~~segment; and $1$5 million in Corporate.

2024 OUTLOOK

This outlook discussion is intended to provide broad insight into the Company's near-term earnings and cash flow generation prospects. The Company is reiterating 2024 guidance and expects diluted earnings per share to approximate $1.60 to $2.85 on a GAAP basis ($3.50 to $4.50 excluding Non-GAAP adjustments). Free cash flow is expected to approximate $0.6 billion to $0.8 billion.

The difference between 2024 diluted earnings per share outlook and the diluted earnings per share range, excluding Non-GAAP adjustments, is approximately $1.65 to $1.90, consisting primarily of charges related to the supply chain transformation under the Global Cost Reduction Program.

FINANCIAL CONDITION

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

Operating Activities:Cash flows ~~provided by~~used in operations were ~~$356.9~~$431.0 million in the ~~third~~first quarter of ~~2017~~2024 compared to ~~$246.7~~$286.3 million in the corresponding period of ~~2016.~~2023. The year-over-year change was primarily driven by ~~higher earnings,~~changes in working capital as the ~~Company's strong operational performance more than offset higher growth investments and divestiture and acquisition-related payments in the third quarter of 2017.~~

Year-to-date cash flows provided by operations were $467.8 million in the first nine months of 2017 compared to $650.0 million in the corresponding period of 2016. The year-over-year change was primarily driven by higher cash outflows from working capital (accounts receivable,Company builds inventory ~~accounts payable and deferred revenue) to support outsized organic growth in~~for the Tools & ~~Storage segment,~~Outdoor spring selling season, as well as higher variable compensation, partially offset by higher ~~earnings excluding acquisition-related costs.~~earnings.

Free Cash Flow:Free cash flow, as defined in the table below, was ~~$265.9~~an outflow of $496.7 million in the ~~third~~first quarter of ~~2017~~2024 compared to ~~$168.6~~an outflow of $354.5 million in the ~~third quarter~~corresponding period of ~~2016. Free cash flow on a year-to-date basis was $189.9 million in 2017, compared to $428.3 million in 2016.~~2023. The year-over-year change in ~~the year-to-date~~ free cash flow was primarily due to ~~increased working capital to support growth~~the same factors discussed above in ~~the Tools & Storage segment and higher planned capital expenditures.~~operating activities. Management considers free cash flow an important indicator of its liquidity and capital efficiency, as well as its ability to fund future growth and provide ~~a dividend~~dividends to ~~shareowners.~~shareowners, and is useful information for investors. Free cash flow does not include deductions for mandatory debt service, other borrowing activity, discretionary dividends on the Company’s common stock and business acquisitions, among other items.


	Year-to-Date
(Millions of Dollars)		2024		2023
Net cash used in operating activities		$	(431.0)	$	(286.3)
Less: capital and software expenditures		(65.7)		(68.2)
Free cash flow		$	(496.7)	$	(354.5)

Table of Contents

Third Quarter Year-to-Date
(Millions of Dollars) 2017 2016 2017 2016
Net cash provided by operating activities $ 356.9
$ 246.7
$ 467.8
$ 650.0
Less: capital and software expenditures (91.0 ) (78.1 ) (277.9 ) (221.7 )
Free cash flow $ 265.9
$ 168.6
$ 189.9
$ 428.3

~~Based on its potential to generate cash flow from operations on an annual basis and its credit position at~~ ~~September 30, 2017~~, the Company continues to believe over the long-term it has the financial flexibility to deploy capital to its shareowners’ advantage through a combination of acquisitions, dividends and potential future share repurchases.

Investing Activities:Cash flows used in investing activities totaled ~~$273.5~~$63.2 million and $61.2 million in the ~~third~~first quarter of ~~2017~~2024 and 2023, respectively, primarily due to ~~business acquisitions of $152.0 million,~~ capital and software expenditures of ~~$91.0~~$65.7 million and ~~$27.9~~$68.2 million, of cash payments from net investment hedge settlements. Cash flows used in investing activities totaled $61.3 million in the third quarter of 2016, which mainly consisted of capital and software expenditures of $78.1 million and business acquisitions of $38.3 million, which were partially offset by cash proceeds from net investment hedge settlements of $57.8 million.respectively.

Year-to-date cash flows used in investing activities totaled $2.144 billion in 2017 primarily due to business acquisitions of $2.582 billion, mainly related to the Newell Tools and Craftsman brand acquisitions, and capital and software expenditures of $277.9 million, partially offset by net cash proceeds from sales of businesses of $745.3 million. Cash flows used in investing activities totaled $225.0 million in the first nine months of 2016, which mainly consisted of capital and software expenditures of $221.7 million and business acquisitions of $59.3 million, which were partially offset by cash proceeds from net investment hedge settlements of $63.3 million.

Financing Activities:Cash flows used in financing activities totaled $161.9 million in the third quarter of 2017 mainly due to $94.7 million of cash dividend payments. Cash flows used in financing activities in the third quarter of 2016 were $325.4 million primarily due to $255.9 million of net repayments of short-term borrowings under the Company's commercial paper program and $84.5 million of cash dividend payments.

~~Year-to-date cash~~ flows provided by financing activities totaled ~~$945.9~~$548.6 million in ~~2017 mainly due to $727.5 million in proceeds from~~ the ~~issuance~~first quarter of ~~equity units and $499.2 million of~~2024, primarily driven by net short-term ~~borrowings under the Company's~~ commercial paper ~~program primarily to fund acquisitions,~~borrowings of $674.9 million, partially offset by ~~$267.9 million of~~ cash dividend ~~payments.~~payments on common stock of $121.8 million. Cash flows ~~used in~~provided by financing activities totaled $324.2 million in ~~2016 were $446.8~~the first quarter of 2023, primarily driven by proceeds from debt issuances, net of fees, of $747.2 million, ~~primarily due to repurchases of approximately 3.8 million common shares for $362.7 million and $243.9 million of cash dividends payments,~~ partially offset by ~~$92.4 million~~net repayments of ~~net proceeds from~~ short-term ~~borrowings under the Company's~~ commercial paper ~~program, $51.3~~borrowings of $285.9 million ~~from issuances of~~and cash dividend payments on common stock ~~and $27.0 million relating to the termination~~ of ~~interest rate swaps.~~$119.8 million.

Credit Ratings & Liquidity:

The Company maintains ~~strong~~ investment grade credit ratings from the major U.S. rating agencies on its senior unsecured debt (S&P A,A-, Fitch A-BBB+, Moody's ~~Baa1)~~Baa3), as well as its commercial paper program (S&P ~~A-1,~~A-2, Fitch F2, Moody's ~~P-2)~~P-3). There ~~have been~~were no changes to any of the Company's credit ratings during the ~~third~~first quarter of ~~2017.~~2024. 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 ~~$483~~$476.6 million as of ~~September~~March 30, ~~2017, comprised of $70 million in the U.S. and $413 million~~2024, which was primarily held in foreign jurisdictions. ~~As of December 31, 2016, cash~~Cash and cash equivalents totaled ~~$1.132 billion,~~$449.4 million as of December 30, 2023, of which approximately 50% was ~~predominantly~~ held 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

As a result of ~~this repatriation decision,~~ the Tax Cuts and Jobs Act (the "Act"), the Company's tax liability related to the one-time transition tax associated with unremitted foreign earnings and profits totaled $171 million at March 30, 2024. The Act permits a U.S. company to elect to pay the net tax liability interest-free over a period of up to eight years. The Company has ~~recorded approximately $269 million~~considered the implications of paying the required one-time transition tax and ~~$261 million of associated deferred tax liabilities at September 30, 2017 and December 31, 2016, respectively. Current plans and liquidity requirements do~~believes it will not ~~demonstrate~~have a ~~need to repatriate other foreign earnings. Accordingly, all other undistributed foreign earnings of the~~material impact on its liquidity.

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.

~~In May 2017, the Company issued 7,500,000 Equity Units with a total notional value of $750.0 million ("$750 million Equity Units"). Each unit~~ has a stated amount of $100 and initially consists of a three-year forward stock purchase contract 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 $727.5 million in cash proceeds from the $750 million Equity Units, net of underwriting costs and commissions, before offering expenses, 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 the proceeds to enter into capped call transactions utilized to hedge potential economic dilution.

~~In January 2017, the Company amended its existing $2.0~~$3.5 billion commercial paper program ~~to increase the maximum amount of notes authorized to be issued to $3.0 billion and to include~~which includes Euro denominated borrowings in addition to U.S. Dollars. As of ~~September~~March 30, ~~2017,~~2024, the Company had ~~$573 million of~~commercial paper borrowings outstanding ~~against the Company’s $3.0~~of $1.7 billion, ~~commercial paper program,~~ of which ~~$471~~$357.1 million in Euro denominated commercial paper was designated as a ~~Net Investment Hedge as described in more detail in~~ ~~Note I, Financial Instruments. At~~net investment hedge. As of December ~~31, 2016,~~30, 2023, the Company had no$1.1 billion of borrowings outstanding, of which $399.7 million in Euro denominated commercial paper ~~borrowings outstanding.~~was designated as a net investment hedge. Refer to Note H, Financial Instruments, for further discussion.

~~In January 2017, the~~

The Company ~~executed~~has a ~~364-day $1.3~~five-year $2.5 billion committed credit facility (the ~~"2017~~“5-Year Credit ~~Agreement"~~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 ~~2017~~5-Year Credit Agreement may be made in U.S. Dollars, Euros or Pounds Sterling. A sub-limit amount of $814.3 million is designated for swing line advances which may be drawn in Euros pursuant to the terms of the ~~agreement, and~~5-Year Credit Agreement. Borrowings bear interest at a floating rate ~~dependent on the denomination of the borrowing. Repayments must be made by January 17, 2018 or upon~~plus 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. As of September 30, 2017, the Company had not drawn on this commitment.

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 rateapplicable margin dependent upon the denomination of the ~~borrowing. Repayments~~borrowing and specific terms of the 5-Year Credit Agreement. The Company must ~~be made on December 18, 2020~~repay all advances under the 5-Year Credit Agreement by the earlier of September 8, 2026 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 ~~$3.0~~$3.5 billion U.S. Dollar and Euro commercial paper program. As of ~~September~~March 30, ~~2017~~2024 and December ~~31, 2016,~~30, 2023, the Company ~~has~~had not drawn on its five-year committed credit facility.

The Company has a $1.5 billion syndicated 364-Day Credit Agreement (the "2023 Syndicated 364-Day Credit Agreement") which is a revolving credit loan. The borrowings under the 2023 Syndicated 364-Day Credit Agreement may be made in U.S. Dollars or Euros and bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and pursuant to the terms of the 2023 Syndicated 364-Day Credit Agreement. The Company must repay all advances under the 2023 Syndicated 364-Day Credit Agreement by the earlier of September 4, 2024 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 2023 Syndicated 364-Day Credit Agreement serves as part of the liquidity back-stop for the Company’s $3.5 billion U.S. Dollar and Euro commercial paper program. As of March 30, 2024 and December 30, 2023, the Company had not drawn on its 2023 Syndicated 364-Day Credit Agreement.

The Company has an interest coverage covenant that must be maintained to permit continued access to its committed credit facilities described above. The interest coverage ratio tested for covenant compliance compares adjusted Earnings Before Interest, Taxes, Depreciation and Amortization to adjusted net Interest Expense ("Adjusted EBITDA"/"Adjusted Net Interest Expense"). In February 2023, the Company entered into an amendment to its 5-Year Credit Agreement to: (a) amend the definition of Adjusted EBITDA to allow for additional adjustment addbacks, not to exceed $500 million in the aggregate, for amounts incurred during each four fiscal quarter period beginning with the period ending in the third quarter of 2023 through the period ending in the second quarter of 2024, and (b) amend the minimum interest coverage ratio from 3.5 times to not less

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than 1.5 to 1.0 times computed quarterly, on a rolling twelve months (last twelve months) basis, for the period from and including the third quarter of 2023 through the second quarter of 2024. The minimum interest coverage ratio will revert back to 3.5 times for periods after the second quarter of 2024. The amended provisions described above also apply to the 2023 Syndicated 364-Day Credit Agreement.

In March 2023, the Company issued $350.0 million of senior unsecured term notes maturing March 6, 2026 ("2026 Term Notes") and $400.0 million of senior unsecured term notes maturing March 6, 2028 (“2028 Term Notes”). The 2026 Term Notes accrue interest at a fixed rate of 6.272% per annum and the 2028 Term Notes at a fixed rate of 6.0% per annum, with interest payable semi-annually in arrears, and both notes rank equally in right of payment with all of the Company's existing and future unsecured unsubordinated debt. The Company received total net proceeds from this ~~commitment.~~offering of $745.3 million, net of $4.7 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 indebtedness under the commercial paper program.

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~~$350 million, plus an additional amount related to the forward component of the contract. In November ~~2016,~~2022, the Company amended the settlement date to ~~April 2019,~~November 2024, or earlier at the Company's option.

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

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OTHER MATTERS

~~Critical Accounting Estimates:~~There have been no ~~significant~~ changes in the Company’s critical accounting estimates during the ~~third~~first quarter of ~~2017.~~

In the third quarter of 2017, the Company performed its annual goodwill impairment testing and determined that the fair values of each of its reporting units exceeded their respective carrying amounts. For the Infrastructure reporting unit, the Company determined that the fair value, which was estimated using a discounted cash flow valuation model, exceeded its carrying amount by 18%. The key assumptions applied to the cash flow projections included a 9% discount rate, near-term revenue

growth rates over the next five years, which represented a cumulative annual growth rate of approximately 7%, and a 3% perpetual growth rate. These assumptions contemplated business, market and overall economic conditions. Management continues to be confident in the long-term viability and success of the Infrastructure reporting unit and is encouraged by its strong organic growth and operational performance in the first nine months of 2017. The reporting unit continues to invest in organic growth initiatives, which includes solid progress being made with respect to Breakthrough Innovation projects under the SFS 2.0 operating system, and remains confident in the long-term growth prospects of the markets and geographies served.

2024. Refer to the “Other Matters” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Form 10-K for the year ended December ~~31, 2016~~30, 2023 for a discussion of the Company’s critical accounting estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no significant change in the Company’s exposure to market risk during the ~~third~~first quarter of ~~2017.~~2024. Refer to the ~~“Market Risk”~~ ~~section of~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Form 10-K for the year ended December ~~31, 2016~~30, 2023 and subsequent related filings with the Securities and Exchange Commission for further discussion.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of management, including the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, the Company has, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer have concluded that, as of ~~September~~March 30, ~~2017,~~2024, the Company’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting that occurred during the ~~third~~first quarter of ~~2017~~2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. ~~In March 2017,~~

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CAUTIONARY STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION

REFORM ACT OF 1995

This document contains “forward-looking statements” within the ~~Company acquired Newell Tools for approximately $1.84 billion. Management's assessment~~meaning of ~~and conclusion on, the effectiveness of internal control over financial reporting excludes the internal controls of Newell Tools. As part~~Section 27A of the ~~ongoing integration activities, the Company will complete an assessment of existing controls and incorporate its controls and procedures into Newell Tools.~~

~~CAUTIONARY STATEMENT~~

~~Under the Private~~ Securities ~~Litigation Reform~~ Act of ~~1995~~

~~Statements in this Quarterly Report on Form 10-Q that~~1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are ~~not historical,~~“forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, ~~those regarding the Company’s ability to: (i) generate greater than 20%~~any projections or guidance of ~~annual revenues from emerging markets over time; (ii) achieve its vision of doubling the size~~earnings, revenue, profitability 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 relating to initiatives concerning environmental, social and governance ("ESG") matters, including environmental sustainability and diversity, equity and inclusion; 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,” “could,” “project,” “plan,” “continue,” “believe,” “expect,” “anticipate,” “run-rate,” “annualized,” “forecast,” “commit,” “goal,” “target,” “design,” “on-track,” “position or positioning,” “guidance” or any other similar words.

Although the Company ~~to $22 billion~~believes that the expectations reflected in ~~revenue by 2022 while expanding~~any of its ~~margin rate; (iii) achieve full year 2017 EPS~~forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of ~~approximately $8.20 - $8.30 ( $7.33 - $7.43 excluding acquisition-related charges~~its forward-looking statements. The Company's future financial condition and ~~net gain on sales~~results of businesses); (iv) achieve free cash flow conversion, defined as free cash flow divided by net income (excluding the net gain on the sales of businesses), of approximately 100% for 2017; and (v) over time, return approximately 50% of free cash flow to shareholders through a strong and growing dividend,operations, as well as ~~opportunistically repurchasing its shares, with the remaining free cash flow (approximately 50%) deployed toward acquisitions, (collectively, the “Results”)~~any forward-looking statements, are ~~“forward-looking statements” and~~ subject to ~~risk~~change 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 in this Quarterly Report, 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 of the Company’s Annual Report on Form 10-K 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 ability~~achievements, or industry results to ~~deliver~~differ 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 invest in product, brand~~successfully developing, marketing and commercialization of the Craftsman brand in previously underpenetrated channels, enhance innovation and add manufacturing jobs in the U.S. to support growth; (ii) the Company’s ability to successfully integrate Newell Tools while remaining focused on its diversified industrial portfolio strategy; (iii) the Company’s ability to deliver overall organic growth approaching 6% in 2017; (iv) the Company’s ability to limit the impact of higher charges included in “Other, net” in 2017; (v) core (non-M&A) restructuring charges being approximately $50 million in 2017 (inclusive of the 1Q 2017 pension settlement of approximately $13 million), and 2017 tax rate being relatively consistent with the 2016 levels; (vi) the successful identification, completion and integration of, and realization of cost and revenue synergies associated with, acquisitions, as well as integration of existing businesses and formation of new business platforms; (vii) the continued acceptance of technologies used in the Company’s products and services (including DEWALT FlexVolt™ product); (viii) the Company’s ability to manage existing Sonitrol franchisee and Mac Tools relationships; (ix) 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; (x) the proceeds realized with respect to any business or product line disposals; (xi) the extent of any asset impairments with respect to any businesses or product lines that are sold or discontinued; (xii) the success of the Company’s efforts to manage freight costs, steel and other commodity costs as well as capital expenditures; (xiii) 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; (xiv) the Company’s ability to generate free cash flow and maintain a strong debt to capital ratio; (xv) the Company’s ability to identify and effectively execute productivity improvements and cost reductions, while minimizing any associated restructuring charges; (xvi) the Company’s ability to obtain favorable settlement of tax audits; (xvii) the ability of the Company to generate earnings sufficient to realize future income tax benefits during periods when temporary differences become deductible, including realizing tax credit carry forward amounts within the allowable carry forward periods; (xviii) the continued ability of the Company to access credit markets under satisfactory terms; (xix) the Company’s ability to negotiate satisfactory price and payment terms under which the Company buys and sells goods, services, materials and products; (xx) 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 ~~(xxi)~~regional business conditions, commodity prices, inflation and deflation, interest rate volatility, currency exchange rates, and uncertainties in the ~~availability~~global financial markets related to the recent failures of ~~cash~~several financial institutions; (iii) laws, regulations and governmental policies affecting the Company's activities in the countries where it does business, including those related to ~~repurchase shares when conditions are right.~~

~~The Company’s ability to deliver~~tariffs, taxation, data privacy, anti-bribery, anti-corruption, government contracts and trade controls such as section 301 tariffs and section 232 steel and aluminum tariffs; (iv) the ~~Results is also dependent upon: (i)~~economic, political, cultural and legal environment in Europe and the ~~success of the Company’s marketing and sales efforts, including the ability to develop and market new and innovative products at the right price points~~emerging markets in ~~both existing and new markets; (ii) the ability of~~which the Company to maintain or improve production rates in the Company’s manufacturing facilities, respond to significant changes in product demand and fulfill demand for new and existing products; (iii) the Company’s ability to continue improvements in working capital through effective management of accounts receivable and inventory levels; (iv) the ability to continue successfully managing and defending claims and litigation; (v) the success of the Company’s efforts to mitigate any adverse earnings impact resulting from, for example, increases in the cost of energy or significant Chinese Renminbi, Canadian Dollar, Euro, British Pound, Brazilian Real, 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 (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, possibly including impact from "Brexit" or other similar actions by other EU member states; the economic environment of emerging markets,generates sales, particularly Latin America ~~Russia, China~~ and ~~Turkey;~~China; (v) realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures; (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 that 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, inventory or other 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, supply chain and distribution disruptions, including those related to physical security threats, information technology or cyber-attacks, epidemics, natural disasters, pandemics, sanctions, political unrest, war or terrorism, including the conflicts between Russia and Ukraine, and Israel and Hamas and tensions or conflicts in ~~laws, regulations~~South Korea, China and ~~policies that affect~~Taiwan; (xii) the ~~Company, including, but not limited to trade, monetary, tax~~continued consolidation of customers, particularly in consumer channels, and ~~fiscal policies and laws;~~ the ~~timing and extent of any inflation or deflation;~~Company’s continued reliance on significant customers; (xiii) managing franchisee relationships; (xiv) the impact of poor weather conditions ~~on sales; currency exchange fluctuations;~~and climate change and risks related to the ~~impact of dollar/foreign currency exchange~~transition to a lower-carbon economy, such as the Company’s ability to successfully adopt new technology, meet market-driven demands for carbon neutral and ~~interest~~renewable energy technology, or to comply with more stringent and increasingly complex environmental regulations or requirements for its manufacturing facilities and business operations; (xv) failure to meet ESG expectations or standards, or achieve its ESG goals; (xvi) maintaining or improving production rates onin the ~~competitiveness of~~Company's manufacturing facilities, responding to significant changes in customer preferences, product demand and fulfilling demand for new and existing products, and learning, adapting and integrating new technologies into products, services and processes; (xvii) changes in the ~~Company’s debt program;~~competitive landscape in the ~~strength of~~Company's markets; (xviii) the ~~U.S. and European economies;~~Company's non-U.S. operations, including sales to non-U.S. customers; (xix) the impact from demand changes within world-wide markets associated with homebuilding and remodeling; (xx) potential adverse developments in new or pending litigation and/or government investigations; (xxi) the ~~impact~~incurrence of ~~events that cause or may cause disruption~~debt and changes in the Company's ability to obtain debt on commercially reasonable terms and at competitive rates; (xxii) substantial pension and other postretirement benefit obligations; (xxiii) potential regulatory liabilities, including environmental, privacy, data breach, workers compensation and product liabilities; (xxiv) attracting, developing and retaining senior management and other key employees, managing a workforce in many jurisdictions, labor shortages, work stoppages or other labor disruptions; (xxv) the Company's ability to keep abreast with the pace of technological change; (xxvi) changes in accounting estimates; (xxvii) the Company’s ability to protect its intellectual property rights and to maintain its public reputation and the strength of its brands; and (xxviii) the Company’s ability to implement, and achieve the expected benefits (including cost savings and reduction in working capital) from, its Global Cost Reduction Program including: continuing to advance innovation, electrification and global market penetration to achieve organic revenue growth of 2-3 times the market; streamlining and simplifying the organization, and investing in initiatives that more directly impact the Company's customers and end users; returning adjusted gross margins to historical 35%+ levels by accelerating the supply ~~manufacturing,~~chain transformation to leverage strategic sourcing, drive

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operational excellence, consolidate facilities, optimize the distribution network and ~~sales networks such as war, terrorist activities,~~reduce complexity of the product portfolio; improving fill rates and ~~political unrest including, hostilities on~~matching inventory with customer demand; prioritizing cash flow generation and inventory optimization; executing the ~~Korean Peninsula;~~SBD Operating Model to deliver operational excellence through efficiency, simplified organizational design; and ~~recessionary or expansive trends~~reducing complexity through platforming products and implementing initiatives to drive a SKU reduction.

Additional factors that could cause actual results to differ materially from forward-looking statements are set forth in the ~~economies~~Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q, including under the headings “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Consolidated Financial Statements and the related Notes.

Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the ~~world~~date hereof, and forward-looking statements in ~~which~~documents that are incorporated by reference herein speak only as of the ~~Company operates.~~date of those documents. The Company ~~undertakes no~~does not undertake any obligation or intention to ~~publicly~~ update or revise any forward-looking statements, ~~to reflect~~whether as a result of future events or circumstances, new information or otherwise, except as required by law. Any standards of measurement and performance made in reference to the Company's ESG and other sustainability plans and goals are developing and based on assumptions that ~~may arise after~~continue to evolve, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. The inclusion of information related to ESG goals and initiatives is not an indication that such information is material under the ~~date hereof.~~standards of the Securities and Exchange Commission.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~None.~~The Company’s Form 10-K for the year ended December 30, 2023 includes "Legal Proceedings" under Item 3 of Part I. Other than as described below, there have been no material changes from the legal proceedings described in the Company's Form 10-K.

Government Investigations

Class Action Litigation

As previously disclosed, on March 24, 2023, a putative class action lawsuit titled Naresh Vissa Rammohan v. Stanley Black & Decker, Inc., et al., Case No. 3:23-cv-00369-KAD (the “Rammohan Class Action”), was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers and directors. The complaint was filed on behalf of a purported class consisting of all purchasers of Stanley Black & Decker common stock between October 28, 2021 and July 28, 2022, inclusive. The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on allegedly false and misleading statements related to consumer demand for the Company’s products amid changing COVID-19 trends and macroeconomic conditions. The complaint seeks unspecified damages and an award of costs and expenses. On October 13, 2023, Lead Plaintiff General Retirement System of the City of Detroit filed an Amended Complaint that asserts the same claims and seeks the same forms of relief as the original complaint. The Company intends to vigorously defend this action in all respects and on December 14, 2023 filed a motion to dismiss the Amended Complaint in its entirety. Briefing on that motion concluded on April 5, 2024, and the Company awaits a decision on that motion. Given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.

Other Actions

In addition to the matters above, in the normal course of business, the Company is involved in various lawsuits and claims, including product liability, environmental, intellectual property, contract and commercial, advertising, employment and distributor claims, and administrative proceedings. The Company does not expect that the resolution of these matters occurring in the normal course of business will have a materially adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors as disclosed in the Company’s Form 10-K for the year ended December ~~31, 2016~~30, 2023 filed with the Securities and Exchange Commission on February ~~15, 2017.~~27, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information about the Company’s purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the three months ended ~~September~~March 30, ~~2017:~~

2024:

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2017
(a)
Total
Number Of
Shares
Purchased

Average Price
Paid Per
Share

Total Number
Of Shares
Purchased As
Part Of A Publicly
Announced Program

(b) Maximum Number
Of Shares That
May Yet Be
Purchased Under
The Program
July 2 - August 5 3,823
$ 143.13
—
15,000,000
August 6 - September 2 —
—
—
15,000,000
September 3 - September 30 —
—
—
15,000,000
Total 3,823
$ 143.13
—
15,000,000

2024

Total
Number Of
Common Shares
Purchased

Average Price
Paid Per Common
Share

Total Number Of Common Shares Purchased As Part Of A Publicly Announced Plan Or Program

(In Millions)

Maximum Number Of Common Shares That May Yet Be

Purchased Under The Program

(a)

~~(a)~~December 31 - February 3

The 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.

—		$	—			—		20
~~(b)~~February 4 - March 2	~~On July~~ —			—			—		20 2017, the Board of Directors approved a new repurchase program for up to 15.0 million shares of the Company’s common stock and terminated its previously approved repurchase program. As of September
March 3 - March 30 2017, the authorized shares available for repurchase under the new repurchase program totaled 15.0 million shares. The currently authorized shares available for repurchase do not include approximately 3.6 million shares reserved and authorized for purchase under the Company’s previously approved repurchase program relating to a forward share purchase contract entered into in March 2015. Refer to ~~Note J, Equity Arrangements,~~ ~~of the~~ ~~Notes to (Unaudited) Condensed Consolidated Financial Statements~~ in ~~Part I, Item 1 of this Form 10-Q~~ ~~for further discussion.~~	—			—			—		20
Total	—			$	—		—		20

(a)On April 21, 2022, the Board approved a share repurchase program of up to 20 million shares of the Company’s common stock (the “April 2022 Program”). The April 2022 Program does not have an expiration date. The Company may repurchase shares under the April 2022 Program through open market purchases, privately negotiated transactions or share repurchase programs, including one or more accelerated share repurchase programs (under which an initial payment for the entire repurchase amount may be made at the inception of the program). Such repurchases may be funded from cash on hand, short-term borrowings or other sources of cash at the Company’s discretion, and the Company is under no obligation to repurchase any shares pursuant to the repurchase program. The currently authorized shares available for repurchase under the April 2022 Program do not include approximately 3.6 million shares reserved and authorized for purchase under the Company’s approved repurchase program in place prior to the April 2022 Program relating to a forward share purchase contract entered into in March 2015.

ITEM 5. OTHER INFORMATION

During the three months ended March 30, 2024, no director or Section 16 officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS


(31.1)
~~(3.1)~~	~~Revised Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 on the Company’s Current Report on Form 8-K filed on October 24, 2017).~~

~~(11)~~	Statement re-computation of per share earnings (the information required to be presented in this exhibit appears in Note C to the Company’s (Unaudited) Condensed Consolidated Financial Statements set forth in this Quarterly Report on Form 10-Q).

~~(31)(i)(a)~~	Certification by President and Chief Executive Officer pursuant to Rule 13a-14(a).

~~(i)(b)~~ (31.2)		Certification by Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a).

~~(32)(i)~~ (32.1)		Certification by President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~(ii)~~ (32.2)		Certification by Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(101)		The following materials from Stanley Black & Decker Inc.'s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 30, ~~2017,~~2024, formatted in ~~XBRL (eXtensible~~iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive ~~Income~~Loss for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017~~2024 and ~~October~~April 1, ~~2016;~~2023; (ii) Condensed Consolidated Balance Sheets at ~~September~~March 30, ~~2017~~2024 and December ~~31, 2016;~~30, 2023; (iii) Condensed Consolidated Statements of Cash Flows for the three ~~and nine~~ months ended ~~September~~March 30, ~~2017~~2024 and ~~October~~April 1, ~~2016;~~2023; (iv) Consolidated Statements of Changes in Shareowners' Equity for the three months ended March 30, 2024 and ~~(iv)~~April 1, 2023; and (v) Notes to ~~(Unaudited)~~Unaudited Condensed Consolidated Financial Statements**.

(104)		The cover page of Stanley Black & Decker Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024, formatted in iXBRL (included within Exhibit 101 attachments).


*
**	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

STANLEY BLACK & DECKER, INC.

Date:

May 2, 2024

By:

/s/ PATRICK HALLINAN

~~Date:~~

~~October 25, 2017~~

~~By:~~

~~/s/ DONALD ALLAN, JR.~~Patrick Hallinan

~~Donald Allan, Jr.~~

Executive Vice President ~~and~~& Chief Financial Officer

4445




PART I — FINANCIAL INFORMATION			3
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			3129
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			4039
ITEM 4. CONTROLS AND PROCEDURES			4039
PART II — OTHER INFORMATION			42
ITEM 1. LEGAL PROCEEDINGS			42
ITEM 1A. RISK FACTORS			42
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			42
ITEM 5. OTHER INFORMATION			43
ITEM 6. EXHIBITS			4344
SIGNATURE			4445



(Millions of Dollars)
Cash and cash equivalents	$	20.0
Accounts and notes receivable, net	26.9
Inventories, net	198.2
Prepaid expenses and other current assets	22.1
Property, plant and equipment, net	118.7
Trade names	283.0
Customer relationships	548.0
Other assets	8.2
Accounts payable	(70.2		)
Accrued expenses	(37.5		)
Deferred taxes	(307.9		)
Other liabilities	(3.1		)
Total identifiable net assets	$	806.4
Goodwill	1,051.0
Total consideration paid	$	1,857.4



(Millions of Dollars)	Third Quarter 2017		Year-to-Date 2017
Net sales	$	252.5	$	532.9
Net earnings (loss) attributable to common shareowners	$	3.6	$	(39.3	)



	Third Quarter				Year-to-Date
(Millions of Dollars, except per share amounts)	2017		2016		2017		2016
Net sales	$	3,309.3	$	3,119.2	$	9,570.1	$	9,198.3
Net earnings attributable to common shareowners	292.2		251.8		1,044.8		667.5
Diluted earnings per share	$	1.91	$	1.70	$	6.87	$	4.52



Third Quarter 2016	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	$	(7.0	)	Interest expense	$	—		$	—
Foreign Exchange Contracts	$	(0.9	)	Cost of sales	$	(2.3	)	$	—



Year-to-Date 2016	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	$	(61.1	)	Interest expense	$	—	$	—
Foreign Exchange Contracts	$	(5.3	)	Cost of sales	$	21.3	$	—



Derivatives Not Designated as Hedging Instruments under ASC 815	Income Statement Classification	Third Quarter 2017 Amount of Gain (Loss) Recorded in Income on Derivative		Year-to-Date 2017 Amount of Gain (Loss) Recorded in Income on Derivative
Foreign Exchange Contracts	Other, net	$	13.9	$	43.6



Derivatives Not Designated as Hedging Instruments under ASC 815	Income Statement Classification	Third Quarter 2016 Amount of Gain (Loss) Recorded in Income on Derivative		Year-to-Date 2016 Amount of Gain (Loss) Recorded in Income on Derivative
Foreign Exchange Contracts	Other, net	$	12.5	$	(24.5	)



2017	(a) Total Number Of Shares Purchased	Average Price Paid Per Share		Total Number Of Shares Purchased As Part Of A Publicly Announced Program	(b) Maximum Number Of Shares That May Yet Be Purchased Under The Program
July 2 - August 5	3,823	$	143.13	—	15,000,000
August 6 - September 2	—	—		—	15,000,000
September 3 - September 30	—	—		—	15,000,000
Total	3,823	$	143.13	—	15,000,000