þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Connecticut
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06-0548860
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(State Or Other Jurisdiction Of
Incorporation Or Organization)
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(I.R.S. Employer
Identification Number)
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1000 Stanley Drive
New Britain, Connecticut
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06053
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(Address Of Principal Executive Offices)
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(Zip Code)
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Title Of Each Class
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Name Of Each Exchange On Which Registered
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Common Stock-$2.50 Par Value per Share
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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SIGNATURES
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EX-10.4
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EX-10.19 (b)
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EX-12
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EX-21
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EX-23
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EX-24
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EX-31.I.A
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EX-31.I.B
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EX-32.I
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EX-32.II
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•
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the difficulty of enforcing agreements and protecting assets through legal systems outside the U.S.;
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•
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managing widespread operations and enforcing internal policies and procedures such as compliance with U.S. and foreign anti-bribery and anti-corruption regulations;
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•
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trade protection measures and import or export licensing requirements;
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•
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the application of certain labor regulations outside of the United States;
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•
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compliance with a wide variety of non-U.S. laws and regulations;
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•
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changes in the general political and economic conditions in the countries where the Company operates, particularly in emerging markets;
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•
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the threat of nationalization and expropriation;
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•
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increased costs and risks of doing business in a wide variety of jurisdictions;
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•
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government controls limiting importation of goods;
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•
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government controls limiting payments to suppliers for imported goods;
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•
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limitations on repatriation of earnings; and
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•
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exposure to wage, price and capital controls.
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•
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depressed consumer and business confidence may decrease demand for products and services;
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•
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customers may implement cost-reduction initiatives or delay purchases to address inventory levels;
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•
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significant declines of foreign currency values in countries where the Company operates could impact both the revenue growth and overall profitability in those geographies;
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•
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a slowing or contracting Chinese economy could reduce China’s consumption and negatively impact the Company’s sales in that region, as well as globally;
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•
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a devaluation of foreign currencies could have an effect on the credit worthiness (as well as the availability of funds) of customers in those regions impacting the collectability of receivables;
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•
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a devaluation of foreign currencies could have an adverse effect on the value of financial assets of the Company in the effected countries;
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•
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the impact of an event (individual country default or break up of the Euro) could have an adverse impact on the global credit markets and global liquidity potentially impacting the Company’s ability to access these credit markets and to raise capital.
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•
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a limitation on creating liens on certain property of the Company and its subsidiaries;
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•
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a restriction on entering into certain sale-leaseback transactions;
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•
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customary events of default. If an event of default occurs and is continuing, the Company might be required to repay all amounts outstanding under the respective instrument or agreement; and
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•
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maintenance of a specified financial ratio. The Company has an interest coverage covenant that must be maintained to permit continued access to its committed revolving credit facilities. The interest coverage ratio tested for covenant compliance compares adjusted Earnings Before Interest, Taxes, Depreciation and Amortization to adjusted Interest Expense (“adjusted EBITDA”/”adjusted Interest Expense”); such adjustments to interest or EBITDA include, but are not limited to, removal of non-cash interest expense and stock-based compensation expense. The ratio required for compliance is 3.5 times EBITDA to 1.0 times Interest Expense and is computed quarterly, on a rolling twelve months (last twelve months) basis. Under this covenant definition, the interest coverage ratio was approximately 9 times EBITDA or higher in each of the
2015
quarterly measurement periods. Management does not believe it is reasonably likely the Company will breach this covenant. Failure to maintain this ratio could adversely affect further access to liquidity.
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•
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the failure to identify the most suitable candidates for acquisitions;
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•
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the ability to identify and close on appropriate acquisition opportunities within desired timeframes at reasonable cost;
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•
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the anticipated additional revenues from the acquired companies do not materialize, despite extensive due diligence;
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•
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the possibility that the acquired companies will not be successfully integrated or that anticipated cost savings, synergies, or other benefits will not be realized;
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•
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the acquired businesses will lose market acceptance or profitability;
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•
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the diversion of Company management’s attention and other resources;
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•
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the incurrence of unexpected costs and liabilities, including those associated with undisclosed pre-closing regulatory violations by the acquired business; and
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•
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the loss of key personnel and clients or customers of acquired companies.
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•
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combine businesses and operations;
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•
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integrate departments, systems and procedures; and
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•
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obtain cost savings and other efficiencies from such reorganizations, including the Company's functional transformation initiative.
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Owned
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Leased
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Total
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|||
Tools & Storage
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40
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16
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56
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Security
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5
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3
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8
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Industrial
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10
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4
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14
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Total
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55
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23
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78
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2015
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2014
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||||||||||||||||||||
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High
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Low
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Dividend Per
Common
Share
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High
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Low
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Dividend Per
Common
Share
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||||||||||||
QUARTER:
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||||||||||||
First
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$
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100.17
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$
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90.51
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$
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0.52
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$
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83.04
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$
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75.64
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$
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0.50
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Second
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$
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107.71
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$
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95.93
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$
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0.52
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$
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89.02
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$
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77.58
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$
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0.50
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Third
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$
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108.17
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$
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94.66
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$
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0.55
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$
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93.46
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$
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85.01
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$
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0.52
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Fourth
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$
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110.17
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$
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98.15
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$
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0.55
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$
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97.36
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$
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81.31
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$
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0.52
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Total
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$
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2.14
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$
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2.04
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2015
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(a) Total Number Of Shares Purchased
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Average Price Paid Per Share
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Total Number Of Shares Purchased As Part Of A Publicly Announced Plan
or Program
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Maximum Number Of Shares That May
Yet Be Purchased Under The Program
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|||||
October 4 - November 7
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2,105
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$
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101.66
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—
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—
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November 8 - December 5
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46,783
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$
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109.25
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—
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—
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December 6 - January 2
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40,362
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$
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109.34
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—
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—
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Total
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89,250
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$
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109.11
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—
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—
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(a)
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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.
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(a)
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The Company's 2013 results include $390 million of pre-tax charges related to merger and acquisition-related charges, as well as the charges associated with the extinguishment of debt during the fourth quarter of 2013. As a result of these charges, net earnings attributable to common shareowners were reduced by $270 million (or $1.70 per diluted share). As a percentage of Net sales, Cost of sales was 27 basis points higher, Selling, general & administrative was 125 basis points higher, Other-net was 47 basis points higher, Earnings before income taxes was 358 basis points lower, and Net
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(b)
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The Company's 2012 results include $442 million of pre-tax charges related to merger and acquisition-related charges, the charges associated with the $200 million in cost actions implemented in 2012, as well as the charges associated with the extinguishment of debt during the third quarter of 2012. As a result of these charges, net earnings attributable to common shareowners were reduced by $329 million (or $1.97 per diluted share). As a percentage of Net Sales, Cost of sales was 30 basis points higher, Selling, general & administrative was 138 basis points higher, Other-net was 53 basis points higher, Earnings before income taxes was 441 basis points lower, and Net earnings attributable to common shareowners was 328 basis points lower. The Income tax rate - continuing operations ratio was 514 basis points lower. During 2012, the Company recognized an income tax benefit attributable to the settlement of certain tax contingencies of $49 million, or $0.29 per diluted share.
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(c)
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The Company’s 2011 results include $227 million of pre-tax merger and acquisition-related charges incurred in connection with the Black & Decker merger and other acquisition activities, such as Niscayah. These charges include facility closure-related charges, employee related matters, including severance costs, transaction and integration costs. As a result of these charges, net earnings attributable to common shareowners were reduced by $180 million (or $1.06 per diluted share). As a percentage of Net sales, Cost of sales was 23 basis points higher, Selling, general & administrative was 105 basis points higher, Other-net was 52 basis points higher, Earnings before income taxes was 243 basis points lower, and Net earnings attributable to common shareowners was 193 basis points lower. The Income tax rate - continuing operations ratio was 321 basis points lower. During 2011, the Company recognized an income tax benefit attributable to the settlement of certain tax contingencies of $73 million, or $0.43 per diluted share.
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(d)
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Discontinued operations in 2015 reflects a $20 million loss, or $0.13 per diluted share, primarily related to operating losses associated with the Security segment’s Spain and Italy operations (“Security Spain and Italy”), which were classified as held for sale in the fourth quarter of 2014 and subsequently sold in 2015. Amounts in 2014 reflect a $96 million loss, or $0.60 per diluted share, associated with Security Spain and Italy as well as two small businesses that were divested in 2014. Amounts in 2013 reflect a $30 million loss, or $0.19 per diluted share, associated with Security Spain and Italy, HHI, and two small businesses that were divested in 2014. Amounts in 2012 reflect earnings of $426 million, or $2.55 per diluted share, related to Security Spain and Italy as well as HHI, partially offset by losses associated with two small businesses previously discussed. The net (loss) earnings from discontinued operations in 2013 and 2012 include net gains related to the HHI sale of $4.7 million and $358.9 million, respectively. Refer to
Note T, Discontinued Operations
, of the
Notes to Consolidated Financial Statements
in
Item 8
for further discussion. Amounts in 2011 reflect earnings of $63 million (or $0.37 per diluted share) related to Security Spain and Italy, HHI, two small businesses divested in 2014, and three small businesses divested during 2011.
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(e)
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SG&A is inclusive of the Provision for Doubtful Accounts.
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•
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Maintaining organic growth momentum by utilizing SFS 2.0 as a catalyst, diversifying toward higher growth, higher profit businesses, and increasing relative weighting of emerging markets;
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•
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Being selective and operating in markets where brand is meaningful, the value proposition is definable and sustainable through innovation and global cost leadership is achievable;
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•
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Pursuing acquisitive growth on multiple fronts through opportunistically consolidating the tool industry and expanding the Industrial platform in Engineered Fastening and Infrastructure.
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•
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The Tools & Storage business is the tool company to own with its strong brands, proven innovation machine, global scale, and broad offering of power and hand tools across many channels in both developed and developing markets.
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•
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The Engineered Fastening business is a highly profitable, GDP+ growth business offering high value-added innovative solutions with recurring revenue attributes and global scale.
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•
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The Convergent Security Solutions ("CSS") business, with its value-add vertical market offerings and attractive recurring revenue, presents a significant margin accretion opportunity over the longer term. The Security business,
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•
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4-6% organic revenue growth, with total revenue growth enhanced by acquisitions;
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•
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50-75 basis points of operating margin rate improvement to approximately 16% by 2018;
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•
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10-12% earnings per share growth (including acquisitions), 7-9% organic growth;
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•
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Cash flow return on investment ("CFROI") expansion to 14-15%; and
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•
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Progress towards 10+ working capital turns.
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•
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Core SFS,
which targets asset efficiency, remains as the foundation for the Company's operating system and despite the significant advances made in improving working capital turns and free cash generation, opportunities still remain for further working capital improvements and supply chain efficiency to enhance the Company's already strong asset efficiency performance.
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•
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Functional Transformation
takes a clean-sheet approach to redesigning the Company's key support functions such as Finance, HR, IT and others, which although highly effective, after 80 or so acquisitions are not as efficient as they can be, based on external benchmarks. This presents the Company with an opportunity to reduce its SG&A as a percent of sales and becomes a cost effectiveness enabler with the side benefit of providing the funding mechanism for the following other aspects of SFS 2.0, which together act as enablers for outsized organic growth and margin expansion.
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•
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Digital Excellence
uses the power of digital to be disruptive and more effective and far reaching through the Company's products, solutions and analytics. Digital Excellence means leveraging the power of emerging technologies across the Company's businesses to connected devices, the Internet of Things, and big data, as well as social and mobile, even more than what is being done today. Digital will touch all aspects of the organization and feeds into and supports the other elements of SFS 2.0 - enabling better asset efficiency through core SFS, greater cost
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•
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Commercial Excellence
is about how the Company becomes more effective and efficient in its customer-facing processes resulting in continued share gains and margin expansion throughout its businesses. The Company views Commercial Excellence as world-class execution across seven areas: customer insights, innovation and portfolio management, pricing and promotion, brand and marketing, sales force deployment and effectiveness, channel programs, and the customer experience.
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•
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Breakthrough Innovation
is aimed at developing a breakthrough innovation culture to identify market disruptive technologies. Although the Company has a track record of being highly innovative, opportunities exist to be even more innovative. The Company's breakthrough innovation focus is on coming up with the next major breakthrough in the industries in which the Company operates which, when combined with its existing strong core innovation machine, will drive outsized share gains and margin expansion.
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•
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$29 million reducing Gross profit primarily pertaining to integration-related matters and amortization of the inventory step-up adjustment for the Infastech acquisition;
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•
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$136 million in Selling, general & administrative expenses primarily for integration-related administrative costs and consulting fees, as well as employee related matters;
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•
|
$30 million in Other-net primarily related to deal transaction costs;
|
•
|
$21 million pre-tax loss on the extinguishment of $300 million of debt in the fourth quarter of 2013; and
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•
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$174 million in net Restructuring charges, which primarily represent Niscayah integration-related restructuring charges and cost reduction actions associated with the severance of employees.
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(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
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||||||
Net sales
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$
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7,141
|
|
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$
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7,033
|
|
|
$
|
6,705
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Segment profit
|
$
|
1,170
|
|
|
$
|
1,074
|
|
|
$
|
952
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|
% of Net sales
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16.4
|
%
|
|
15.3
|
%
|
|
14.2
|
%
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
2,093
|
|
|
$
|
2,261
|
|
|
$
|
2,296
|
|
Segment profit
|
$
|
240
|
|
|
$
|
259
|
|
|
$
|
235
|
|
% of Net sales
|
11.4
|
%
|
|
11.5
|
%
|
|
10.2
|
%
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
1,938
|
|
|
$
|
2,044
|
|
|
$
|
1,889
|
|
Segment profit
|
$
|
340
|
|
|
$
|
351
|
|
|
$
|
280
|
|
% of Net sales
|
17.5
|
%
|
|
17.1
|
%
|
|
14.8
|
%
|
|
1/3/2015
|
|
Net Additions
|
|
Usage
|
|
Currency
|
|
1/2/2016
|
||||||||||
Severance and related costs
|
$
|
81.2
|
|
|
$
|
32.7
|
|
|
$
|
(66.5
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
44.3
|
|
Facility closures and asset impairments
|
16.4
|
|
|
14.9
|
|
|
(16.6
|
)
|
|
(0.3
|
)
|
|
14.4
|
|
|||||
Total
|
$
|
97.6
|
|
|
$
|
47.6
|
|
|
$
|
(83.1
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
58.7
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by operating activities
|
$
|
1,182
|
|
|
$
|
1,296
|
|
|
$
|
868
|
|
Less: capital expenditures
|
(311
|
)
|
|
(291
|
)
|
|
(340
|
)
|
|||
Free cash flow
|
$
|
871
|
|
|
$
|
1,005
|
|
|
$
|
528
|
|
Payments Due by Period
|
|||||||||||||||||||
(Millions of Dollars)
|
Total
|
|
2016
|
|
2017 – 2018
|
|
2019 – 2020
|
|
Thereafter
|
||||||||||
Long-term debt (a)
|
$
|
3,851
|
|
|
$
|
5
|
|
|
$
|
985
|
|
|
$
|
6
|
|
|
$
|
2,855
|
|
Interest payments on long-term debt (b)
|
3,395
|
|
|
156
|
|
|
311
|
|
|
266
|
|
|
2,662
|
|
|||||
Operating leases
|
251
|
|
|
73
|
|
|
98
|
|
|
51
|
|
|
29
|
|
|||||
Inventory purchase commitments (c)
|
274
|
|
|
274
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred compensation
|
25
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
20
|
|
|||||
Marketing obligations
|
69
|
|
|
27
|
|
|
35
|
|
|
7
|
|
|
—
|
|
|||||
Derivatives (d)
|
37
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|||||
Forward stock purchase contracts (e)
|
500
|
|
|
150
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|||||
Pension funding obligations (f)
|
52
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contract adjustment fees (g)
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
8,468
|
|
|
$
|
752
|
|
|
$
|
1,818
|
|
|
$
|
332
|
|
|
$
|
5,566
|
|
(a)
|
Future payments on long-term debt encompass all payments related to aggregate debt maturities, excluding certain fair value adjustments included in long-term debt, as discussed further in
Note H, Long-Term Debt and Financing Arrangements
.
|
(b)
|
Future interest payments on long-term debt reflect the applicable fixed interest rate or variable rate for floating rate debt in effect at January 2, 2016.
|
(c)
|
Inventory purchase commitments primarily consist of open purchase orders to purchase raw materials, components, and sourced products.
|
(d)
|
Future cash flows on derivative instruments reflect the fair value and accrued interest as of January 2, 2016. The ultimate cash flows on these instruments will differ, perhaps significantly, based on applicable market interest and foreign currency rates at their maturity.
|
(e)
|
In October 2014 and March 2015, the Company entered into forward share purchase contracts which obligate the Company to pay $150.0 million and $350.0 million, respectively, plus additional amounts related to the forward component of the contracts to the respective financial institution counterparties not later than October 2016 or March 2017, respectively, or earlier at the Company's option. See
Note J. Capital Stock
for further discussion.
|
(f)
|
This amount principally represents contributions either required by regulations or laws or, with respect to unfunded plans, necessary to fund current benefits. The Company has not presented estimated pension and post-retirement funding beyond 2016 as funding can vary significantly from year to year based upon changes in the fair value of the plan assets, actuarial assumptions, and curtailment/settlement actions.
|
(g)
|
These amounts represent future contract adjustment payments to holders of the Company's Equity Purchase Contracts. See
Note H, Long-Term Debt and Financing Arrangements
for further discussion.
|
Amount of Commitment Expirations Per Period
|
||||||||||||||||||||
(Millions of Dollars)
|
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
Thereafter
|
||||||||||
U.S. lines of credit
|
|
$
|
1,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,750
|
|
|
$
|
—
|
|
Name and Age
|
|
Office
|
|
Date Elected to
Office
|
John F. Lundgren (64)
|
|
Chairman and Chief Executive Officer. Has served as Chief Executive Officer since March 1, 2004 and Chairman from March 1, 2004 through March 12, 2010 and again from March 13, 2013 to present. Served as President and Chief Executive Officer from March 12, 2010 through January 13, 2013.
|
|
3/1/2004
|
|
|
|
|
|
James M. Loree (57)
|
|
President & Chief Operating Officer since January 2013. Executive Vice President and Chief Operating Officer (2007); Executive Vice President Finance and Chief Financial Officer (1999).
|
|
7/19/1999
|
|
|
|
|
|
Donald Allan, Jr. (51)
|
|
Senior Vice President & Chief Financial Officer since March 2010. Vice President & Chief Financial Officer (2009); Vice President & Corporate Controller (2002); Corporate Controller (2000); Assistant Controller (1999).
|
|
10/24/2006
|
|
|
|
|
|
Jeffery D. Ansell (48)
|
|
Senior Vice President and Group Executive, Global Tools & Storage since January 2015. Senior Vice President and Group Executive, Construction and DIY (2010). Vice President & President, Stanley Consumer Tools Group; President - Consumer Tools and Storage (2004); President of Industrial Tools & Storage (2002); Vice President - Global Consumer Tools Marketing (2001); Vice President Consumer Sales America (1999).
|
|
2/22/2006
|
|
|
|
|
|
Michael A. Bartone (56)
|
|
Vice President, Corporate Tax since January 2002.
|
|
7/17/2009
|
|
|
|
||
Bruce H. Beatt (63)
|
|
Senior Vice President, General Counsel and Secretary since March 2010. Vice President, General Counsel and Secretary (2000).
|
|
10/9/2000
|
|
|
|
||
James J. Cannon (45)
|
|
Senior Vice President & Group Executive, Stanley Security North America & Emerging Markets since October 2014. President, Stanley Oil & Gas (2012); President, IAR Europe & LAG (2011); President, IAR North America (2010); President, IAS (2009); President & General Manager, Stanley Engineered Storage Solutions (2007); General Manager, Stanley-Vidmar Storage Technologies (2005).
|
|
7/23/2014
|
|
|
|
|
|
Craig A. Douglas (61)
|
|
Vice President & Treasurer since January 2002.
|
|
7/17/2009
|
|
|
|
||
Rhonda O. Gass (52)
|
|
Vice President & Chief Information Officer since October 2012.
|
|
10/11/2012
|
|
|
|
|
|
Lee B. McChesney (44)
|
|
President, Industrial Verticals - Global Tools & Storage since January 2016 and Chief Financial Officer, Global Tools & Storage since January 2015. Chief Financial Officer-CDIY (2010); Chief Financial Officer, MAS and Regional Executive, Stanley Security Solutions Asia (2009); Chief Financial Officer, Stanley Mechanical Access Solutions (2007); Chief Financial Officer, Stanley Security Solutions (2006).
|
|
7/23/2014
|
|
|
|
|
|
Jaime Ramirez (48)
|
|
Senior Vice President & President, Global Emerging Markets, since October 2012. President, Construction & DIY, Latin America (2010); Vice President and General Manager - Latin America, Power Tools & Accessories, The Black & Decker Corporation (2008); Vice President and General Manager - Andean Region The Black & Decker Corporation (2007).
|
|
3/12/2010
|
|
|
|
|
|
Ben S. Sihota (57)
|
|
President, Emerging Markets Group since March 2010. Vice President and President-Asia/Pacific, Power Tools & Accessories, The Black & Decker Corporation (2006); President-Asia, Power Tools & Accessories, The Black & Decker Corporation (2000).
|
|
3/12/2010
|
|
|
|
|
|
Steven J. Stafstrom (57)
|
|
Vice President, Operations-Global Tools & Storage since January 2015. Vice President, Operations, CDIY & Emerging Markets (2012). Vice President Global Operations, CDIY (2010); Vice President, Operations, Consumer Tools & Storage (2005).
|
|
12/6/2012
|
|
|
|
|
|
William S. Taylor (60)
|
|
President, Power Tools - Global Tools and Storage since January 2015. President, Fastening & Accessories (2012). President, Professional Power Tools & Products (2010); Vice President-Global Product Development of the Industrial Products Group, The Black & Decker Corporation (2009); Vice President-Industrial Products Group Product Development, The Black & Decker Corporation (2008); Vice President/General Manager Industrial Accessories Business, The Black & Decker Corporation (2008); Vice President and General Manager Woodworking Tools, The Black & Decker Corporation (2005).
|
|
3/12/2010
|
|
|
|
||
Joseph Voelker (60)
|
|
Senior Vice President, Human Resources, since April 1, 2013. VP Human Resources (2009); VP Human Resources - ITG/Corporate Staff (2006); VP Human Resources - Tools Group/Operations (2004); HR Director, Tools Group (2003); HR Director, Operations (1999).
|
|
4/1/2013
|
|
|
|
|
|
John H. Wyatt (57)
|
|
President, Stanley Engineered Fastening since January 2016. President, Sales & Marketing - Global Tools & Storage (2015). President, Construction & DIY, Europe and ANZ (2012). President, Construction & DIY, EMEA (2010); President-Europe, Middle East, and Africa, Power Tools and Accessories, The Black & Decker Corporation (2008); Vice President-Consumer Products (Europe, Middle East and Africa), The Black & Decker Corporation (2006).
|
|
3/12/2010
|
|
|
(A)
|
|
|
(B)
|
|
|
(C)
|
|
||||
Plan Category
|
|
Number of securities to be
issued upon exercise of
outstanding options and stock
awards
|
|
|
Weighted-average exercise
price of outstanding options
|
|
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (A))
|
|
||||
Equity compensation plans approved by security holders
|
|
8,047,463
|
|
(1)
|
|
$
|
77.36
|
|
(2)
|
|
10,098,668
|
|
(3)
|
Equity compensation plans not approved by security holders
(4)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Total
|
|
8,047,463
|
|
|
|
$
|
77.36
|
|
|
|
10,098,668
|
|
|
(1)
|
Consists of 6,042,839 shares underlying outstanding stock options (whether vested or unvested) with a weighted average exercise price of $77.36 and a weighted average term of 6.81 years; 1,929,210 shares underlying time-vesting restricted stock units that have not yet vested and the maximum number of shares that will be issued pursuant to outstanding long term performance awards if all established goals are met; and 75,414 of shares earned but related to which participants elected deferral of delivery. All stock-based compensation plans are discussed in
Note J, Capital Stock
, of the
Notes to Consolidated Financial Statements
in
Item 8
.
|
(2)
|
There is no cost to the recipient for shares issued pursuant to time-vesting restricted stock units or long term performance awards. Because there is no strike price applicable to these stock awards they are excluded from the weighted-average exercise price which pertains solely to outstanding stock options.
|
(3)
|
Consists of 2,104,326 of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and 7,994,342 securities available for future grants by the board of directors under stock-based compensation plans.
|
(4)
|
U.S. employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the Employee Stock Ownership Plan ("ESOP") section of
Note L, Employee Benefit Plans,
of the
Notes to the Consolidated Financial Statements
in
Item 8.
The Company contributes an amount equal to one half of the employee contribution up to the first 7% of salary. There is a non-qualified tax deferred savings plan for highly compensated salaried employees which mirrors the qualified plan provisions, but was not specifically approved by security holders. Eligible highly compensated salaried U.S. employees are eligible to contribute from 1% to 50% of their salary to the non-qualified tax deferred savings plan. The same matching arrangement was provided for highly compensated salaried employees in the non-qualified plan, to the extent the match was not fully met in the qualified plan, except that the arrangement for these employees is outside of the ESOP, and is not funded in advance of distributions. For both qualified and non-qualified plans, the investment of the employee’s contribution and the Company’s contribution is controlled by the employee and may include an election to invest in Company stock. Shares of the Company’s common stock may be issued at the time of a distribution from the qualified plan. The number of securities remaining available for issuance under the plans at
January 2, 2016
is not determinable, since the plans do not authorize a maximum number of securities.
|
STANLEY BLACK & DECKER, INC.
|
||
|
|
|
By:
|
|
/s/ John F. Lundgren
|
|
|
John F. Lundgren, Chairman and Chief Executive Officer
|
|
|
|
Date:
|
|
February 19, 2016
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ John F. Lundgren
|
|
Chairman and Chief Executive Officer
|
|
February 19, 2016
|
|
John F. Lundgren
|
|
|
|
|
|
|
|
|
|||
/s/ Donald Allan, Jr.
|
|
Senior Vice President and Chief Financial Officer
|
|
February 19, 2016
|
|
Donald Allan, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jocelyn S. Belisle
|
|
Chief Accounting Officer
|
|
February 19, 2016
|
|
Jocelyn S. Belisle
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 19, 2016
|
|
Andrea J. Ayers
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2016
|
|
George W. Buckley
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 19, 2016
|
|
Patrick D. Campbell
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2016
|
|
Carlos M. Cardoso
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 19, 2016
|
|
Robert B. Coutts
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2016
|
|
Debra A. Crew
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2016
|
|
Benjamin H. Griswold, IV
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 19, 2016
|
|
Anthony Luiso
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2016
|
|
Marianne M. Parrs
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 19, 2016
|
|
Robert L. Ryan
|
|
|
|
|
|
*By:
/s/ Bruce H. Beatt
|
Bruce H. Beatt
(As Attorney-in-Fact)
|
Schedule II — Valuation and Qualifying Accounts is included in Item 15 (page
48
).
|
Management’s Report on Internal Control Over Financial Reporting (page
49
).
|
Report of Independent Registered Public Accounting Firm — Financial Statement Opinion (page
50
).
|
Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page
51
).
|
Consolidated Statements of Operations — fiscal years ended January 2, 2016, January 3, 2015, and December 28, 2013 (page
52
).
|
Consolidated Statements of Comprehensive Income (Loss) — fiscal years ended January 2, 2016, January 3, 2015, and December 28, 2013 (page
53
).
|
Consolidated Balance Sheets — January 2, 2016 and January 3, 2015 (page
54
).
|
Consolidated Statements of Cash Flows — fiscal years ended January 2, 2016, January 3, 2015, and December 28, 2013 (page
55
).
|
Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended January 2, 2016, January 3, 2015, and December 28, 2013 (page
56
).
|
Notes to Consolidated Financial Statements (page
57
).
|
Selected Quarterly Financial Data (Unaudited) (page
101
).
|
Consent of Independent Registered Public Accounting Firm (Exhibit 23).
|
|
|
|
|
ADDITIONS
|
|
|
|
|
||||||||||||
|
Beginning
Balance
|
|
Charged To
Costs And
Expenses
|
|
Charged
To Other
Accounts (b)
|
|
(a)
Deductions
|
|
Ending
Balance
|
||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended 2015
|
$
|
60.7
|
|
|
$
|
27.3
|
|
|
$
|
0.7
|
|
|
$
|
(15.8
|
)
|
|
$
|
72.9
|
|
Year Ended 2014
|
$
|
64.4
|
|
|
$
|
20.9
|
|
|
$
|
(8.3
|
)
|
|
$
|
(16.3
|
)
|
|
$
|
60.7
|
|
Year Ended 2013
|
$
|
58.7
|
|
|
$
|
14.2
|
|
|
$
|
5.2
|
|
|
$
|
(13.7
|
)
|
|
$
|
64.4
|
|
Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended 2015 (c)
|
$
|
551.9
|
|
|
$
|
30.5
|
|
|
$
|
1.7
|
|
|
$
|
(103.4
|
)
|
|
$
|
480.7
|
|
Year Ended 2014
|
$
|
549.7
|
|
|
$
|
90.0
|
|
|
$
|
(16.3
|
)
|
|
$
|
(71.5
|
)
|
|
$
|
551.9
|
|
Year Ended 2013
|
$
|
545.2
|
|
|
$
|
3.8
|
|
|
$
|
14.6
|
|
|
$
|
(13.9
|
)
|
|
$
|
549.7
|
|
(a)
|
With respect to the allowance for doubtful accounts, deductions represent amounts charged-off less recoveries of accounts previously charged-off.
|
(b)
|
Amounts represent the impact of foreign currency translation, acquisitions and net transfers to/from other accounts.
|
(c)
|
Refer to
Note Q, Income Taxes
, of the
Notes to Consolidated Financial Statements
in
Item 8
for further discussion.
|
|
|
|
|
/s/ John F. Lundgren
|
|
John F. Lundgren, Chairman and Chief Executive Officer
|
|
|
|
|
|
/s/ Donald Allan Jr.
|
|
Donald Allan Jr., Senior Vice President and Chief Financial Officer
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales
|
$
|
11,171.8
|
|
|
$
|
11,338.6
|
|
|
$
|
10,889.5
|
|
Costs and Expenses
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
7,099.8
|
|
|
$
|
7,235.9
|
|
|
$
|
6,985.8
|
|
Selling, general and administrative
|
2,459.1
|
|
|
2,575.0
|
|
|
2,676.4
|
|
|||
Provision for doubtful accounts
|
27.3
|
|
|
20.9
|
|
|
14.2
|
|
|||
Other-net
|
222.0
|
|
|
239.7
|
|
|
283.9
|
|
|||
Restructuring charges and asset impairments
|
47.6
|
|
|
18.8
|
|
|
173.7
|
|
|||
(Gain) loss on debt extinguishment
|
—
|
|
|
(0.1
|
)
|
|
20.6
|
|
|||
Interest income
|
(15.2
|
)
|
|
(13.6
|
)
|
|
(12.8
|
)
|
|||
Interest expense
|
180.4
|
|
|
177.2
|
|
|
160.1
|
|
|||
|
$
|
10,021.0
|
|
|
$
|
10,253.8
|
|
|
$
|
10,301.9
|
|
Earnings from continuing operations before income taxes
|
1,150.8
|
|
|
1,084.8
|
|
|
587.6
|
|
|||
Income taxes on continuing operations
|
248.6
|
|
|
227.1
|
|
|
68.6
|
|
|||
Earnings from continuing operations
|
$
|
902.2
|
|
|
$
|
857.7
|
|
|
$
|
519.0
|
|
Less: Net (loss) earnings attributable to non-controlling interests
|
(1.6
|
)
|
|
0.5
|
|
|
(1.0
|
)
|
|||
Net earnings from continuing operations attributable to common shareowners
|
$
|
903.8
|
|
|
$
|
857.2
|
|
|
$
|
520.0
|
|
Loss from discontinued operations before income taxes
|
(19.3
|
)
|
|
(104.0
|
)
|
|
(43.0
|
)
|
|||
Income tax expense (benefit) on discontinued operations
|
0.8
|
|
|
(7.7
|
)
|
|
(13.3
|
)
|
|||
Net loss from discontinued operations
|
$
|
(20.1
|
)
|
|
$
|
(96.3
|
)
|
|
$
|
(29.7
|
)
|
Net Earnings Attributable to Common Shareowners
|
$
|
883.7
|
|
|
$
|
760.9
|
|
|
$
|
490.3
|
|
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
6.10
|
|
|
$
|
5.49
|
|
|
$
|
3.35
|
|
Discontinued operations
|
(0.14
|
)
|
|
(0.62
|
)
|
|
(0.19
|
)
|
|||
Total basic earnings per share of common stock
|
$
|
5.96
|
|
|
$
|
4.87
|
|
|
$
|
3.16
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
5.92
|
|
|
$
|
5.37
|
|
|
$
|
3.28
|
|
Discontinued operations
|
(0.13
|
)
|
|
(0.60
|
)
|
|
(0.19
|
)
|
|||
Total diluted earnings per share of common stock
|
$
|
5.79
|
|
|
$
|
4.76
|
|
|
$
|
3.09
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net earnings
|
$
|
883.7
|
|
|
$
|
760.9
|
|
|
$
|
490.3
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Currency translation adjustment and other
|
(504.1
|
)
|
|
(726.3
|
)
|
|
(99.9
|
)
|
|||
Unrealized (losses) gains on cash flow hedges, net of tax
|
(1.2
|
)
|
|
26.4
|
|
|
16.2
|
|
|||
Unrealized gains (losses) on net investment hedges, net of tax
|
49.0
|
|
|
39.6
|
|
|
(13.5
|
)
|
|||
Pension gains (losses), net of tax
|
32.3
|
|
|
(110.9
|
)
|
|
(13.8
|
)
|
|||
Other comprehensive loss
|
$
|
(424.0
|
)
|
|
$
|
(771.2
|
)
|
|
$
|
(111.0
|
)
|
Comprehensive income (loss) attributable to common shareowners
|
$
|
459.7
|
|
|
$
|
(10.3
|
)
|
|
$
|
379.3
|
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
465.4
|
|
|
$
|
496.6
|
|
Accounts and notes receivable, net
|
1,331.8
|
|
|
1,396.7
|
|
||
Inventories, net
|
1,526.4
|
|
|
1,562.7
|
|
||
Prepaid expenses
|
177.4
|
|
|
180.5
|
|
||
Assets held for sale
|
—
|
|
|
29.5
|
|
||
Other current assets
|
161.1
|
|
|
282.8
|
|
||
Total Current Assets
|
3,662.1
|
|
|
3,948.8
|
|
||
Property, Plant and Equipment, net
|
1,450.2
|
|
|
1,454.1
|
|
||
Goodwill
|
7,084.3
|
|
|
7,275.5
|
|
||
Customer Relationships, net
|
778.7
|
|
|
938.9
|
|
||
Trade Names, net
|
1,641.8
|
|
|
1,668.6
|
|
||
Other Intangible Assets, net
|
121.0
|
|
|
144.2
|
|
||
Other Assets
|
434.2
|
|
|
419.0
|
|
||
Total Assets
|
$
|
15,172.3
|
|
|
$
|
15,849.1
|
|
Liabilities and Shareowners’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
2.5
|
|
|
$
|
1.6
|
|
Current maturities of long-term debt
|
5.1
|
|
|
5.9
|
|
||
Accounts payable
|
1,533.1
|
|
|
1,579.2
|
|
||
Accrued expenses
|
1,261.9
|
|
|
1,221.9
|
|
||
Liabilities held for sale
|
—
|
|
|
23.4
|
|
||
Total Current Liabilities
|
2,802.6
|
|
|
2,832.0
|
|
||
Long-Term Debt
|
3,836.6
|
|
|
3,839.8
|
|
||
Deferred Taxes
|
825.9
|
|
|
992.7
|
|
||
Post-retirement Benefits
|
669.4
|
|
|
749.9
|
|
||
Other Liabilities
|
1,178.6
|
|
|
922.8
|
|
||
Commitments and Contingencies (
Notes R and S
)
|
—
|
|
|
—
|
|
||
Shareowners’ Equity
|
|
|
|
||||
Stanley Black & Decker, Inc. Shareowners’ Equity
|
|
|
|
||||
Preferred stock, without par value:
Authorized and unissued 10,000,000 shares
|
—
|
|
|
—
|
|
||
Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2015 and 2014
Issued 176,902,738 shares in 2015 and 2014
|
442.3
|
|
|
442.3
|
|
||
Retained earnings
|
4,491.7
|
|
|
3,926.3
|
|
||
Additional paid in capital
|
4,421.7
|
|
|
4,727.1
|
|
||
Accumulated other comprehensive loss
|
(1,694.2
|
)
|
|
(1,270.2
|
)
|
||
ESOP
|
(34.9
|
)
|
|
(43.6
|
)
|
||
|
7,626.6
|
|
|
7,781.9
|
|
||
Less: common stock in treasury (22,958,447 shares in 2015 and 19,777,288 shares in 2014)
|
(1,815.0
|
)
|
|
(1,352.8
|
)
|
||
Stanley Black & Decker, Inc. Shareowners’ Equity
|
5,811.6
|
|
|
6,429.1
|
|
||
Non-controlling interests
|
47.6
|
|
|
82.8
|
|
||
Total Shareowners’ Equity
|
5,859.2
|
|
|
6,511.9
|
|
||
Total Liabilities and Shareowners’ Equity
|
$
|
15,172.3
|
|
|
$
|
15,849.1
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net earnings attributable to common shareowners
|
$
|
883.7
|
|
|
$
|
760.9
|
|
|
$
|
490.3
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property, plant and equipment
|
256.9
|
|
|
263.4
|
|
|
238.0
|
|
|||
Amortization of intangibles
|
157.1
|
|
|
186.4
|
|
|
203.3
|
|
|||
Pretax (gain) loss on debt extinguishment
|
—
|
|
|
(0.1
|
)
|
|
20.6
|
|
|||
Asset impairments
|
9.8
|
|
|
63.1
|
|
|
40.9
|
|
|||
Stock-based compensation expense
|
67.9
|
|
|
57.1
|
|
|
66.4
|
|
|||
Provision for doubtful accounts
|
29.5
|
|
|
22.1
|
|
|
13.7
|
|
|||
Deferred tax (benefit) expense
|
(1.3
|
)
|
|
42.4
|
|
|
(135.7
|
)
|
|||
Other non-cash items
|
18.8
|
|
|
12.4
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(41.3
|
)
|
|
81.6
|
|
|
11.3
|
|
|||
Inventories
|
(54.7
|
)
|
|
(175.9
|
)
|
|
(101.9
|
)
|
|||
Accounts payable
|
(9.7
|
)
|
|
71.7
|
|
|
105.0
|
|
|||
Deferred revenue
|
7.7
|
|
|
12.8
|
|
|
(1.1
|
)
|
|||
Other current assets
|
19.8
|
|
|
25.8
|
|
|
13.5
|
|
|||
Long-term receivables
|
(12.6
|
)
|
|
(13.2
|
)
|
|
(11.8
|
)
|
|||
Other long-term assets
|
(11.5
|
)
|
|
39.2
|
|
|
29.1
|
|
|||
Accrued expenses
|
(59.0
|
)
|
|
59.7
|
|
|
(156.0
|
)
|
|||
Defined benefit liabilities
|
(65.8
|
)
|
|
(155.0
|
)
|
|
(110.2
|
)
|
|||
Other long-term liabilities
|
(13.0
|
)
|
|
(58.5
|
)
|
|
152.6
|
|
|||
Net cash provided by operating activities
|
1,182.3
|
|
|
1,295.9
|
|
|
868.0
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(311.4
|
)
|
|
(291.0
|
)
|
|
(340.3
|
)
|
|||
Proceeds from sales of assets
|
29.1
|
|
|
15.4
|
|
|
4.0
|
|
|||
Business acquisitions, net of cash acquired
|
(17.6
|
)
|
|
(3.2
|
)
|
|
(933.9
|
)
|
|||
(Payments) proceeds from sales of businesses, net of cash sold
|
—
|
|
|
(3.9
|
)
|
|
93.5
|
|
|||
Proceeds (payments) for net investment hedge settlements
|
137.7
|
|
|
(61.4
|
)
|
|
3.6
|
|
|||
Other
|
(42.8
|
)
|
|
(38.1
|
)
|
|
(25.3
|
)
|
|||
Net cash used in investing activities
|
(205.0
|
)
|
|
(382.2
|
)
|
|
(1,198.4
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Payments on long-term debt
|
(16.1
|
)
|
|
(46.6
|
)
|
|
(302.2
|
)
|
|||
Proceeds from debt issuance
|
—
|
|
|
—
|
|
|
726.7
|
|
|||
Net short-term borrowings (repayments)
|
1.2
|
|
|
(391.0
|
)
|
|
388.7
|
|
|||
Stock purchase contract fees
|
(17.0
|
)
|
|
(16.4
|
)
|
|
(3.2
|
)
|
|||
Purchase of common stock for treasury
|
(649.8
|
)
|
|
(28.2
|
)
|
|
(39.2
|
)
|
|||
Proceeds from issuance of preferred stock
|
632.5
|
|
|
—
|
|
|
—
|
|
|||
Redemption of preferred stock for treasury
|
(632.5
|
)
|
|
—
|
|
|
—
|
|
|||
Cash settlement on forward stock purchase contract
|
—
|
|
|
—
|
|
|
18.8
|
|
|||
Payment on forward share purchase contract
|
—
|
|
|
—
|
|
|
(350.0
|
)
|
|||
Net premium paid on equity option
|
—
|
|
|
—
|
|
|
(83.2
|
)
|
|||
Premium paid on debt extinguishment
|
—
|
|
|
—
|
|
|
(42.8
|
)
|
|||
Non-controlling interest buyout
|
(33.5
|
)
|
|
—
|
|
|
—
|
|
|||
Termination of interest rate swaps
|
—
|
|
|
(33.4
|
)
|
|
—
|
|
|||
Proceeds from issuances of common stock
|
163.5
|
|
|
71.3
|
|
|
154.6
|
|
|||
Cash dividends on common stock
|
(319.9
|
)
|
|
(321.3
|
)
|
|
(312.7
|
)
|
|||
Other
|
(4.0
|
)
|
|
(0.6
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(875.6
|
)
|
|
(766.2
|
)
|
|
155.5
|
|
|||
Effect of exchange rate changes on cash
|
(132.9
|
)
|
|
(147.1
|
)
|
|
(44.9
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(31.2
|
)
|
|
0.4
|
|
|
(219.8
|
)
|
|||
Cash and cash equivalents, beginning of year
|
496.6
|
|
|
496.2
|
|
|
716.0
|
|
|||
Cash and cash equivalents, end of year
|
$
|
465.4
|
|
|
$
|
496.6
|
|
|
$
|
496.2
|
|
|
Preferred
Stock |
|
Common
Stock |
|
Additional
Paid In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
ESOP
|
|
Treasury
Stock |
|
Non-
Controlling Interests |
|
Shareowners’
Equity |
||||||||||||||||||
Balance December 29, 2012
|
$
|
—
|
|
|
$
|
442.3
|
|
|
$
|
4,473.5
|
|
|
$
|
3,299.5
|
|
|
$
|
(388.0
|
)
|
|
$
|
(62.8
|
)
|
|
$
|
(1,097.4
|
)
|
|
$
|
60.0
|
|
|
$
|
6,727.1
|
|
Net earnings
|
|
|
|
|
|
|
490.3
|
|
|
|
|
|
|
|
|
(1.0
|
)
|
|
489.3
|
|
|||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(111.0
|
)
|
|
|
|
|
|
|
|
(111.0
|
)
|
||||||||||||||||
Cash dividends declared — $1.98 per share
|
|
|
|
|
|
|
(307.1
|
)
|
|
|
|
|
|
|
|
|
|
(307.1
|
)
|
||||||||||||||||
Issuance of common stock
|
|
|
|
|
(115.6
|
)
|
|
|
|
|
|
|
|
250.1
|
|
|
|
|
134.5
|
|
|||||||||||||||
Settlement of forward share repurchase contract
|
|
|
|
|
350.0
|
|
|
|
|
|
|
|
|
(350.0
|
)
|
|
|
|
—
|
|
|||||||||||||||
Equity units — non-cash stock contract fees
|
|
|
|
|
(40.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(40.2
|
)
|
||||||||||||||||
Equity units — offering fees
|
|
|
|
|
(9.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(9.2
|
)
|
||||||||||||||||
Net premium paid on equity option
|
|
|
|
|
(83.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(83.2
|
)
|
|||||||||||||||
Repurchase of common stock (2,225,732 shares)
|
|
|
|
|
217.9
|
|
|
|
|
|
|
|
|
(257.1
|
)
|
|
|
|
|
(39.2
|
)
|
||||||||||||||
Non-controlling interest buyout
|
|
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
(15.2
|
)
|
|
(16.3
|
)
|
|||||||||||||||
Non-controlling interests of acquired businesses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37.5
|
|
|
37.5
|
|
|||||||||||||||
Stock-based compensation related
|
|
|
|
|
66.4
|
|
|
|
|
|
|
|
|
|
|
|
|
66.4
|
|
||||||||||||||||
Tax benefit related to stock options exercised
|
|
|
|
|
20.1
|
|
|
|
|
|
|
|
|
|
|
|
|
20.1
|
|
||||||||||||||||
ESOP and related tax benefit
|
|
|
|
|
|
|
2.2
|
|
|
|
|
9.6
|
|
|
|
|
|
|
11.8
|
|
|||||||||||||||
Balance December 28, 2013
|
$
|
—
|
|
|
$
|
442.3
|
|
|
$
|
4,878.6
|
|
|
$
|
3,484.9
|
|
|
$
|
(499.0
|
)
|
|
$
|
(53.2
|
)
|
|
$
|
(1,454.4
|
)
|
|
$
|
81.3
|
|
|
$
|
6,880.5
|
|
Net earnings
|
|
|
|
|
|
|
760.9
|
|
|
|
|
|
|
|
|
0.5
|
|
|
761.4
|
|
|||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(771.2
|
)
|
|
|
|
|
|
|
|
(771.2
|
)
|
||||||||||||||||
Cash dividends declared — $2.04 per share
|
|
|
|
|
|
|
(321.3
|
)
|
|
|
|
|
|
|
|
|
|
(321.3
|
)
|
||||||||||||||||
Issuance of common stock
|
|
|
|
|
(69.4
|
)
|
|
|
|
|
|
|
|
129.8
|
|
|
|
|
60.4
|
|
|||||||||||||||
Forward obligation to purchase treasury shares
|
|
|
|
|
(150.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(150.0
|
)
|
||||||||||||||||
Repurchase of common stock (340,576 shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28.2
|
)
|
|
|
|
(28.2
|
)
|
|||||||||||||||
Non-controlling interest buyout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|||||||||||||||
Non-controlling interests of acquired businesses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
|
1.6
|
|
||||||||||||||||
Stock-based compensation related
|
|
|
|
|
57.1
|
|
|
|
|
|
|
|
|
|
|
|
|
57.1
|
|
||||||||||||||||
Tax benefit related to stock options exercised
|
|
|
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
||||||||||||||||
ESOP and related tax benefit
|
|
|
|
|
|
|
1.8
|
|
|
|
|
9.6
|
|
|
|
|
|
|
11.4
|
|
|||||||||||||||
Balance January 3, 2015
|
$
|
—
|
|
|
$
|
442.3
|
|
|
$
|
4,727.1
|
|
|
$
|
3,926.3
|
|
|
$
|
(1,270.2
|
)
|
|
$
|
(43.6
|
)
|
|
$
|
(1,352.8
|
)
|
|
$
|
82.8
|
|
|
$
|
6,511.9
|
|
Net earnings
|
|
|
|
|
|
|
883.7
|
|
|
|
|
|
|
|
|
(1.6
|
)
|
|
882.1
|
|
|||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(424.0
|
)
|
|
|
|
|
|
|
|
(424.0
|
)
|
|||||||||||||||
Cash dividends declared — $2.14 per share
|
|
|
|
|
|
|
|
(319.9
|
)
|
|
|
|
|
|
|
|
|
|
(319.9
|
)
|
|||||||||||||||
Issuance of common stock
|
|
|
|
|
(96.1
|
)
|
|
|
|
|
|
|
|
231.4
|
|
|
|
|
135.3
|
|
|||||||||||||||
Forward obligation to purchase treasury shares
|
|
|
|
|
(350.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(350.0
|
)
|
|||||||||||||||
Repurchase of common stock (9,227,564 shares)
|
|
|
|
|
263.9
|
|
|
|
|
|
|
|
|
(913.7
|
)
|
|
|
|
(649.8
|
)
|
|||||||||||||||
Issuance of preferred stock
|
632.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
632.5
|
|
||||||||||||||||
Redemption and conversion of preferred stock
|
(632.5
|
)
|
|
|
|
(220.1
|
)
|
|
|
|
|
|
|
|
220.1
|
|
|
|
|
(632.5
|
)
|
||||||||||||||
Non-controlling interest buyout
|
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
(33.6
|
)
|
|
(32.8
|
)
|
|||||||||||||||
Stock-based compensation related
|
|
|
|
|
67.9
|
|
|
|
|
|
|
|
|
|
|
|
|
67.9
|
|
||||||||||||||||
Tax benefit related to stock options exercised
|
|
|
|
|
28.2
|
|
|
|
|
|
|
|
|
|
|
|
|
28.2
|
|
||||||||||||||||
ESOP and related tax benefit
|
|
|
|
|
|
|
1.6
|
|
|
|
|
8.7
|
|
|
|
|
|
|
10.3
|
|
|||||||||||||||
Balance January 2, 2016
|
$
|
—
|
|
|
$
|
442.3
|
|
|
$
|
4,421.7
|
|
|
$
|
4,491.7
|
|
|
$
|
(1,694.2
|
)
|
|
$
|
(34.9
|
)
|
|
$
|
(1,815.0
|
)
|
|
$
|
47.6
|
|
|
$
|
5,859.2
|
|
|
|
Useful Life
(Years)
|
Land improvements
|
|
10 —20
|
Buildings
|
|
40
|
Machinery and equipment
|
|
3 — 15
|
Computer software
|
|
3 — 5
|
(Millions of Dollars)
|
2015
|
|
2014
|
||||
Trade accounts receivable
|
$
|
1,165.0
|
|
|
$
|
1,204.6
|
|
Trade notes receivable
|
130.6
|
|
|
136.4
|
|
||
Other accounts receivable
|
109.1
|
|
|
116.4
|
|
||
Gross accounts and notes receivable
|
1,404.7
|
|
|
1,457.4
|
|
||
Allowance for doubtful accounts
|
(72.9
|
)
|
|
(60.7
|
)
|
||
Accounts and notes receivable, net
|
$
|
1,331.8
|
|
|
$
|
1,396.7
|
|
Long-term trade notes receivable, net
|
$
|
182.1
|
|
|
$
|
169.5
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
||||
Finished products
|
$
|
1,085.0
|
|
|
$
|
1,105.0
|
|
Work in process
|
136.1
|
|
|
141.4
|
|
||
Raw materials
|
305.3
|
|
|
316.3
|
|
||
Total
|
$
|
1,526.4
|
|
|
$
|
1,562.7
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
||||
Land
|
$
|
129.2
|
|
|
$
|
136.3
|
|
Land improvements
|
36.0
|
|
|
34.9
|
|
||
Buildings
|
525.3
|
|
|
542.8
|
|
||
Leasehold improvements
|
98.9
|
|
|
89.8
|
|
||
Machinery and equipment
|
1,979.9
|
|
|
1,895.9
|
|
||
Computer software
|
397.5
|
|
|
381.0
|
|
||
Property, plant & equipment, gross
|
$
|
3,166.8
|
|
|
$
|
3,080.7
|
|
Less: accumulated depreciation and amortization
|
(1,716.6
|
)
|
|
(1,626.6
|
)
|
||
Property, plant & equipment, net
|
$
|
1,450.2
|
|
|
$
|
1,454.1
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation
|
$
|
219.2
|
|
|
$
|
229.5
|
|
|
$
|
208.7
|
|
Amortization
|
37.7
|
|
|
33.9
|
|
|
29.3
|
|
|||
Depreciation and amortization expense
|
$
|
256.9
|
|
|
$
|
263.4
|
|
|
$
|
238.0
|
|
(Millions of Dollars, except per share amounts)
|
Year-to-Date 2013
|
||
Net sales
|
$
|
11,001.5
|
|
Net earnings attributable to common shareowners
|
550.9
|
|
|
Diluted earnings per share-continuing operations
|
3.47
|
|
•
|
Elimination of the historical pre-acquisition intangible asset amortization expense and the addition of intangible asset amortization expense related to intangibles valued as part of the purchase price allocation that would have been incurred from December 31, 2012 to December 28, 2013.
|
•
|
Because the 2013 acquisitions were assumed to occur on January 2, 2012, there were no deal costs or inventory step-up amortization factored into the 2013 pro-forma year, as such expenses would have occurred in the first year following the acquisition.
|
(Millions of Dollars)
|
Tools & Storage
|
|
Security
|
|
Industrial
|
|
Total
|
||||||||
Balance January 3, 2015
|
$
|
3,445.7
|
|
|
$
|
2,398.0
|
|
|
$
|
1,431.8
|
|
|
$
|
7,275.5
|
|
Acquisition adjustments
|
—
|
|
|
11.8
|
|
|
—
|
|
|
11.8
|
|
||||
Foreign currency translation and other
|
(102.3
|
)
|
|
(92.6
|
)
|
|
(8.1
|
)
|
|
(203.0
|
)
|
||||
Balance January 2, 2016
|
$
|
3,343.4
|
|
|
$
|
2,317.2
|
|
|
$
|
1,423.7
|
|
|
$
|
7,084.3
|
|
|
2015
|
|
2014
|
||||||||||||
(Millions of Dollars)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized Intangible Assets — Definite lives
|
|
|
|
|
|
|
|
||||||||
Patents and copyrights
|
$
|
50.6
|
|
|
$
|
(44.2
|
)
|
|
$
|
52.8
|
|
|
$
|
(43.9
|
)
|
Trade names
|
164.8
|
|
|
(100.8
|
)
|
|
165.7
|
|
|
(89.6
|
)
|
||||
Customer relationships
|
1,774.2
|
|
|
(995.5
|
)
|
|
1,832.0
|
|
|
(893.1
|
)
|
||||
Other intangible assets
|
263.3
|
|
|
(148.7
|
)
|
|
275.6
|
|
|
(140.3
|
)
|
||||
Total
|
$
|
2,252.9
|
|
|
$
|
(1,289.2
|
)
|
|
$
|
2,326.1
|
|
|
$
|
(1,166.9
|
)
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Tools & Storage
|
$
|
39.0
|
|
|
$
|
40.7
|
|
|
$
|
47.2
|
|
Industrial
|
56.8
|
|
|
66.9
|
|
|
65.4
|
|
|||
Security
|
61.3
|
|
|
78.8
|
|
|
90.7
|
|
|||
Consolidated
|
$
|
157.1
|
|
|
$
|
186.4
|
|
|
$
|
203.3
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
||||
Payroll and related taxes
|
$
|
271.8
|
|
|
$
|
282.7
|
|
Income and other taxes
|
157.6
|
|
|
139.2
|
|
||
Customer rebates and sales returns
|
66.5
|
|
|
71.3
|
|
||
Insurance and benefits
|
71.8
|
|
|
77.2
|
|
||
Accrued restructuring costs
|
58.7
|
|
|
97.6
|
|
||
Derivative financial instruments
|
49.8
|
|
|
95.0
|
|
||
Warranty costs
|
67.8
|
|
|
69.2
|
|
||
Deferred revenue
|
89.2
|
|
|
84.4
|
|
||
Forward share purchase contract
|
150.0
|
|
|
—
|
|
||
Other
|
278.7
|
|
|
305.3
|
|
||
Total
|
$
|
1,261.9
|
|
|
$
|
1,221.9
|
|
|
|||||||||
(Millions of Dollars)
|
Interest Rate
|
|
2015
|
|
2014
|
||||
Notes payable due 2018*
|
*
|
|
$
|
632.5
|
|
|
$
|
632.5
|
|
Notes payable due 2018 (junior subordinated)
|
2.25%
|
|
345.0
|
|
|
345.0
|
|
||
Notes payable due 2021
|
3.40%
|
|
407.9
|
|
|
403.9
|
|
||
Notes payable due 2022
|
2.90%
|
|
753.9
|
|
|
753.8
|
|
||
Notes payable due 2028
|
7.05%
|
|
167.0
|
|
|
166.0
|
|
||
Notes payable due 2040
|
5.20%
|
|
363.5
|
|
|
362.1
|
|
||
Notes payable due 2052 (junior subordinated)
|
5.75%
|
|
750.0
|
|
|
750.0
|
|
||
Notes payable due 2053 (junior subordinated)
|
5.75%
|
|
402.7
|
|
|
398.7
|
|
||
Other, payable in varying amounts through 2019
|
0.00% - 2.43%
|
|
19.2
|
|
|
33.7
|
|
||
Total long-term debt, including current maturities
|
|
|
$
|
3,841.7
|
|
|
$
|
3,845.7
|
|
Less: Current maturities of long-term debt
|
|
|
(5.1
|
)
|
|
(5.9
|
)
|
||
Long-term debt
|
|
|
$
|
3,836.6
|
|
|
$
|
3,839.8
|
|
(Millions of Dollars)
|
|
Balance Sheet
Classification
|
|
2015
|
|
2014
|
|
Balance Sheet
Classification
|
|
2015
|
|
2014
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts Cash Flow
|
|
LT other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
LT other liabilities
|
|
$
|
41.1
|
|
|
$
|
34.3
|
|
Interest Rate Contracts Fair Value
|
|
Other current assets
|
|
14.9
|
|
|
13.2
|
|
|
Accrued expenses
|
|
2.5
|
|
|
1.1
|
|
||||
|
|
LT other assets
|
|
1.4
|
|
|
—
|
|
|
LT other liabilities
|
|
5.2
|
|
|
19.1
|
|
||||
Foreign Exchange Contracts Cash Flow
|
|
Other current assets
|
|
21.9
|
|
|
43.3
|
|
|
Accrued expenses
|
|
1.8
|
|
|
1.7
|
|
||||
|
|
LT other assets
|
|
3.7
|
|
|
—
|
|
|
LT other liabilities
|
|
—
|
|
|
—
|
|
||||
Net Investment Hedge
|
|
Other current assets
|
|
30.3
|
|
|
75.4
|
|
|
Accrued expenses
|
|
4.8
|
|
|
0.1
|
|
||||
|
|
|
|
$
|
72.2
|
|
|
$
|
131.9
|
|
|
|
|
$
|
55.4
|
|
|
$
|
56.3
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign Exchange Contracts
|
|
Other current assets
|
|
$
|
7.1
|
|
|
$
|
12.3
|
|
|
Accrued expenses
|
|
$
|
40.7
|
|
|
$
|
92.1
|
|
|
|
|
|
$
|
7.1
|
|
|
$
|
12.3
|
|
|
|
|
$
|
40.7
|
|
|
$
|
92.1
|
|
Year-to-date 2015
|
|
(Loss) Gain
Recorded in OCI
|
|
Classification of
Gain (Loss)
Reclassified from
OCI to Income
|
|
Gain (Loss)
Reclassified from
OCI to Income
(Effective Portion)
|
|
Gain (Loss)
Recognized in
Income
(Ineffective Portion*)
|
||||||
Interest Rate Contracts
|
|
$
|
(6.8
|
)
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
|
$
|
52.5
|
|
|
Cost of sales
|
|
$
|
57.4
|
|
|
$
|
—
|
|
Year-to-date 2014
|
|
(Loss) Gain
Recorded in OCI
|
|
Classification of
Gain (Loss)
Reclassified from
OCI to Income
|
|
Gain (Loss)
Reclassified from
OCI to Income
(Effective Portion)
|
|
Gain (Loss)
Recognized in
Income
(Ineffective Portion*)
|
||||||
Interest Rate Contracts
|
|
$
|
(34.3
|
)
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
|
$
|
40.6
|
|
|
Cost of sales
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
Year-to-Date 2015
|
|
Year-to-Date 2014
|
||||||||||||
Income Statement
Classification
|
Gain/(Loss) on
Swaps*
|
|
Gain /(Loss) on
Borrowings
|
|
Gain/(Loss) on
Swaps*
|
|
Gain /(Loss) on
Borrowings
|
||||||||
Interest Expense
|
$
|
11.8
|
|
|
$
|
(11.8
|
)
|
|
$
|
123.5
|
|
|
$
|
(123.9
|
)
|
|
Year-to-Date 2015
|
|
Year-to-Date 2014
|
||||||||||||||||||||
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
|
$
|
75.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives Not
Designated as Hedging
Instruments under ASC 815
|
Income Statement
Classification
|
|
Year-to-Date 2015 Amount of Gain (Loss) Recorded in Income on Derivative
|
|
Year-to-Date 2014 Amount of Gain (Loss) Recorded in Income on Derivative
|
||||
Foreign Exchange Contracts
|
Other-net
|
|
$
|
(8.9
|
)
|
|
$
|
(75.1
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator (in millions):
|
|
|
|
|
|
||||||
Net earnings from continuing operations attributable to common shareowners
|
$
|
903.8
|
|
|
$
|
857.2
|
|
|
$
|
520.0
|
|
Net loss from discontinued operations
|
(20.1
|
)
|
|
(96.3
|
)
|
|
(29.7
|
)
|
|||
Net earnings attributable to common shareowners
|
$
|
883.7
|
|
|
$
|
760.9
|
|
|
$
|
490.3
|
|
Less: Earnings attributable to participating restricted stock units (“RSU’s”)
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Net Earnings — basic
|
$
|
883.7
|
|
|
$
|
760.9
|
|
|
$
|
490.1
|
|
Net Earnings — diluted
|
$
|
883.7
|
|
|
$
|
760.9
|
|
|
$
|
490.3
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Denominator (in thousands):
|
|
|
|
|
|
|||
Basic earnings per share –– weighted-average shares
|
148,234
|
|
|
156,090
|
|
|
155,237
|
|
Dilutive effect of stock options and awards
|
4,472
|
|
|
3,647
|
|
|
3,539
|
|
Diluted earnings per share –– weighted-average shares
|
152,706
|
|
|
159,737
|
|
|
158,776
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
6.10
|
|
|
$
|
5.49
|
|
|
$
|
3.35
|
|
Discontinued operations
|
(0.14
|
)
|
|
(0.62
|
)
|
|
(0.19
|
)
|
|||
Total basic earnings per share of common stock
|
$
|
5.96
|
|
|
$
|
4.87
|
|
|
$
|
3.16
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
5.92
|
|
|
$
|
5.37
|
|
|
$
|
3.28
|
|
Discontinued operations
|
(0.13
|
)
|
|
(0.60
|
)
|
|
(0.19
|
)
|
|||
Total dilutive earnings per share of common stock
|
$
|
5.79
|
|
|
$
|
4.76
|
|
|
$
|
3.09
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Number of stock options
|
646
|
|
|
634
|
|
|
307
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Outstanding, beginning of year
|
157,125,450
|
|
|
155,479,230
|
|
|
159,952,027
|
|
Issued from treasury
|
6,046,405
|
|
|
1,986,796
|
|
|
3,828,056
|
|
Returned to treasury
|
(9,227,564
|
)
|
|
(340,576
|
)
|
|
(8,300,853
|
)
|
Outstanding, end of year
|
153,944,291
|
|
|
157,125,450
|
|
|
155,479,230
|
|
Shares subject to the forward share purchase contract
|
(5,249,332
|
)
|
|
(1,603,822
|
)
|
|
—
|
|
Outstanding, less shares subject to the forward share purchase contract
|
148,694,959
|
|
|
155,521,628
|
|
|
155,479,230
|
|
|
2015
|
|
2014
|
||
Employee stock purchase plan
|
2,104,326
|
|
|
2,286,365
|
|
Other stock-based compensation plans
|
7,994,342
|
|
|
10,164,264
|
|
Total shares reserved
|
10,098,668
|
|
|
12,450,629
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Average expected volatility
|
25.0
|
%
|
|
27.0
|
%
|
|
35.0
|
%
|
|||
Dividend yield
|
2.0
|
%
|
|
2.2
|
%
|
|
2.5
|
%
|
|||
Risk-free interest rate
|
1.9
|
%
|
|
1.8
|
%
|
|
1.6
|
%
|
|||
Expected term
|
5.3 years
|
|
|
5.3 years
|
|
|
5.3 years
|
|
|||
Fair value per option
|
$
|
21.94
|
|
|
$
|
19.98
|
|
|
$
|
20.70
|
|
Weighted average vesting period
|
2.8 years
|
|
|
2.8 years
|
|
|
2.8 years
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|||||||||
Outstanding, beginning of year
|
7,324,081
|
|
|
$
|
67.01
|
|
|
7,429,262
|
|
|
$
|
61.69
|
|
|
9,056,493
|
|
|
$
|
56.90
|
|
Granted
|
996,250
|
|
|
109.23
|
|
|
983,750
|
|
|
95.18
|
|
|
961,250
|
|
|
79.72
|
|
|||
Exercised
|
(2,154,372
|
)
|
|
56.70
|
|
|
(953,940
|
)
|
|
54.02
|
|
|
(2,414,697
|
)
|
|
50.75
|
|
|||
Forfeited
|
(123,120
|
)
|
|
100.99
|
|
|
(134,991
|
)
|
|
85.01
|
|
|
(173,784
|
)
|
|
80.97
|
|
|||
Outstanding, end of year
|
6,042,839
|
|
|
$
|
77.36
|
|
|
7,324,081
|
|
|
$
|
67.01
|
|
|
7,429,262
|
|
|
$
|
61.69
|
|
Exercisable, end of year
|
3,774,248
|
|
|
$
|
65.71
|
|
|
5,146,400
|
|
|
$
|
59.81
|
|
|
5,310,381
|
|
|
$
|
57.10
|
|
|
Outstanding Stock Options
|
|
Exercisable Stock Options
|
||||||||||||||
Exercise Price Ranges
|
Options
|
|
Weighted-
average
Remaining
Contractual Life
|
|
Weighted-
average
Exercise Price
|
|
Options
|
|
Weighted-
average Remaining Contractual Life |
|
Weighted-
average Exercise Price |
||||||
$35.00 and below
|
86,247
|
|
|
2.94
|
|
$
|
32.95
|
|
|
86,247
|
|
|
2.94
|
|
$
|
32.95
|
|
$35.01 — 50.00
|
117,305
|
|
|
3.74
|
|
48.75
|
|
|
117,305
|
|
|
3.74
|
|
48.75
|
|
||
$50.01 — higher
|
5,839,287
|
|
|
6.93
|
|
78.59
|
|
|
3,570,696
|
|
|
5.59
|
|
67.06
|
|
||
|
6,042,839
|
|
|
6.81
|
|
$
|
77.36
|
|
|
3,774,248
|
|
|
5.47
|
|
$
|
65.71
|
|
|
Restricted Share
Units & Awards
|
|
Weighted Average
Grant
Date Fair Value
|
|||
Non-vested at January 3, 2015
|
1,494,543
|
|
|
$
|
77.16
|
|
Granted
|
349,768
|
|
|
107.43
|
|
|
Vested
|
(713,885
|
)
|
|
101.10
|
|
|
Forfeited
|
(43,757
|
)
|
|
100.44
|
|
|
Non-vested at January 2, 2016
|
1,086,669
|
|
|
$
|
88.19
|
|
|
Share Units
|
|
Weighted Average
Grant
Date Fair Value
|
|||
Non-vested at January 3, 2015
|
847,973
|
|
|
$
|
73.76
|
|
Granted
|
251,315
|
|
|
91.90
|
|
|
Vested
|
(42,771
|
)
|
|
74.86
|
|
|
Forfeited
|
(213,976
|
)
|
|
74.86
|
|
|
Non-vested at January 2, 2016
|
842,541
|
|
|
$
|
78.83
|
|
(Millions of Dollars)
|
Currency translation adjustment and other
|
|
Unrealized (losses) gains on cash flow hedges, net of tax
|
|
Unrealized (losses) gains on net investment hedges, net of tax
|
|
Pension (losses) gains, net of tax
|
|
Total
|
||||||||||
Balance - December 28, 2013
|
$
|
(70.5
|
)
|
|
$
|
(77.3
|
)
|
|
$
|
(76.8
|
)
|
|
$
|
(274.4
|
)
|
|
$
|
(499.0
|
)
|
Other comprehensive (loss) income before reclassifications
|
(726.3
|
)
|
|
18.9
|
|
|
39.6
|
|
|
(116.0
|
)
|
|
(783.8
|
)
|
|||||
Reclassification adjustments to earnings
|
—
|
|
|
7.5
|
|
|
—
|
|
|
5.1
|
|
|
12.6
|
|
|||||
Net other comprehensive (loss) income
|
(726.3
|
)
|
|
26.4
|
|
|
39.6
|
|
|
(110.9
|
)
|
|
(771.2
|
)
|
|||||
Balance - January 3, 2015
|
(796.8
|
)
|
|
(50.9
|
)
|
|
(37.2
|
)
|
|
(385.3
|
)
|
|
(1,270.2
|
)
|
|||||
Other comprehensive (loss) income before reclassifications
|
(504.1
|
)
|
|
21.2
|
|
|
49.0
|
|
|
21.3
|
|
|
(412.6
|
)
|
|||||
Reclassification adjustments to earnings
|
—
|
|
|
(22.4
|
)
|
|
—
|
|
|
11.0
|
|
|
(11.4
|
)
|
|||||
Net other comprehensive (loss) income
|
(504.1
|
)
|
|
(1.2
|
)
|
|
49.0
|
|
|
32.3
|
|
|
(424.0
|
)
|
|||||
Balance - January 2, 2016
|
$
|
(1,300.9
|
)
|
|
$
|
(52.1
|
)
|
|
$
|
11.8
|
|
|
$
|
(353.0
|
)
|
|
$
|
(1,694.2
|
)
|
(Millions of Dollars)
|
|
2015
|
|
2014
|
|
|
||||
Components of accumulated other comprehensive loss
|
|
Reclassification adjustments
|
|
Reclassification adjustments
|
|
Affected line item in Consolidated Statements of Operations And Comprehensive Income (Loss)
|
||||
Unrealized gain on cash flow hedges
|
|
$
|
57.4
|
|
|
$
|
0.2
|
|
|
Cost of sales
|
Unrealized losses on cash flow hedges
|
|
(15.1
|
)
|
|
(15.1
|
)
|
|
Interest Expense
|
||
Tax effect
|
|
(19.9
|
)
|
|
7.4
|
|
|
Income taxes on continuing operations
|
||
Unrealized gains (losses) on cash flow hedges, net of tax
|
|
$
|
22.4
|
|
|
$
|
(7.5
|
)
|
|
|
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
||||
Actuarial losses and prior service costs / credits
|
|
$
|
(9.7
|
)
|
|
$
|
(4.7
|
)
|
|
Cost of sales
|
Actuarial losses and prior service costs / credits
|
|
(6.4
|
)
|
|
(3.2
|
)
|
|
Selling, general and administrative
|
||
Total before taxes
|
|
(16.1
|
)
|
|
(7.9
|
)
|
|
|
||
Tax effect
|
|
5.1
|
|
|
2.8
|
|
|
Income taxes on continuing operations
|
||
Amortization of defined benefit pension items, net of tax
|
|
$
|
(11.0
|
)
|
|
$
|
(5.1
|
)
|
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Multi-employer plan expense
|
$
|
4.0
|
|
|
$
|
4.0
|
|
|
$
|
3.3
|
|
Other defined contribution plan expense
|
$
|
11.7
|
|
|
$
|
14.0
|
|
|
$
|
14.6
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Service cost
|
$
|
7.0
|
|
|
$
|
8.9
|
|
|
$
|
7.7
|
|
|
$
|
14.4
|
|
|
$
|
13.1
|
|
|
$
|
13.4
|
|
Interest cost
|
54.0
|
|
|
56.4
|
|
|
52.6
|
|
|
46.8
|
|
|
59.3
|
|
|
54.3
|
|
||||||
Expected return on plan assets
|
(74.9
|
)
|
|
(72.1
|
)
|
|
(65.1
|
)
|
|
(56.5
|
)
|
|
(61.0
|
)
|
|
(54.9
|
)
|
||||||
Prior service cost amortization
|
1.8
|
|
|
1.1
|
|
|
1.1
|
|
|
0.9
|
|
|
0.3
|
|
|
0.4
|
|
||||||
Actuarial loss amortization
|
7.2
|
|
|
0.9
|
|
|
5.7
|
|
|
7.5
|
|
|
7.0
|
|
|
5.1
|
|
||||||
Settlement / curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
0.3
|
|
|
4.6
|
|
||||||
Net periodic pension (benefit) expense
|
$
|
(4.9
|
)
|
|
$
|
(4.8
|
)
|
|
$
|
2.0
|
|
|
$
|
14.6
|
|
|
$
|
19.0
|
|
|
$
|
22.9
|
|
|
Other Benefit Plans
|
||||||||||
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
$
|
0.5
|
|
|
$
|
1.0
|
|
|
$
|
0.8
|
|
Interest cost
|
2.1
|
|
|
2.7
|
|
|
2.5
|
|
|||
Prior service credit amortization
|
(1.3
|
)
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|||
Actuarial loss amortization
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Net periodic post-retirement benefit expense
|
$
|
1.3
|
|
|
$
|
2.2
|
|
|
$
|
1.9
|
|
(Millions of Dollars)
|
2015
|
||
Current year actuarial loss
|
$
|
7.5
|
|
Amortization of actuarial loss
|
(14.7
|
)
|
|
Prior service cost from plan amendments
|
6.0
|
|
|
Amortization of prior service costs
|
(1.4
|
)
|
|
Settlement / curtailment loss
|
(3.0
|
)
|
|
Currency / other
|
(16.4
|
)
|
|
Total income recognized in accumulated other comprehensive loss (pre-tax)
|
$
|
(22.0
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
(Millions of Dollars)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at end of prior year
|
$
|
1,460.5
|
|
|
$
|
1,315.9
|
|
|
$
|
1,540.4
|
|
|
$
|
1,517.6
|
|
|
$
|
69.8
|
|
|
$
|
75.1
|
|
Service cost
|
7.0
|
|
|
8.9
|
|
|
14.4
|
|
|
13.1
|
|
|
0.5
|
|
|
1.0
|
|
||||||
Interest cost
|
54.0
|
|
|
56.4
|
|
|
46.8
|
|
|
59.3
|
|
|
2.1
|
|
|
2.7
|
|
||||||
Settlements/curtailments
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial (gain) loss
|
(45.8
|
)
|
|
178.3
|
|
|
(86.7
|
)
|
|
168.6
|
|
|
(2.1
|
)
|
|
1.7
|
|
||||||
Plan amendments
|
5.8
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rates
|
—
|
|
|
—
|
|
|
(76.2
|
)
|
|
(132.7
|
)
|
|
(1.5
|
)
|
|
(1.0
|
)
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Expenses paid from assets and other
|
(3.4
|
)
|
|
(4.7
|
)
|
|
(1.3
|
)
|
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(92.4
|
)
|
|
(94.4
|
)
|
|
(55.7
|
)
|
|
(74.1
|
)
|
|
(7.8
|
)
|
|
(9.7
|
)
|
||||||
Benefit obligation at end of year
|
$
|
1,385.7
|
|
|
$
|
1,460.5
|
|
|
$
|
1,374.2
|
|
|
$
|
1,540.4
|
|
|
$
|
61.0
|
|
|
$
|
69.8
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at end of prior year
|
$
|
1,174.1
|
|
|
$
|
1,052.9
|
|
|
$
|
1,115.7
|
|
|
$
|
1,075.9
|
|
|
—
|
|
|
$
|
—
|
|
|
Actual return on plan assets
|
(19.3
|
)
|
|
116.1
|
|
|
8.3
|
|
|
169.2
|
|
|
—
|
|
|
—
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
22.5
|
|
|
104.2
|
|
|
35.5
|
|
|
41.1
|
|
|
7.8
|
|
|
9.7
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
(5.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
—
|
|
|
(48.2
|
)
|
|
(86.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Expenses paid from assets and other
|
(3.4
|
)
|
|
(4.7
|
)
|
|
(2.2
|
)
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(92.4
|
)
|
|
(94.4
|
)
|
|
(55.7
|
)
|
|
(74.1
|
)
|
|
(7.8
|
)
|
|
(9.7
|
)
|
||||||
Fair value of plan assets at end of plan year
|
$
|
1,081.5
|
|
|
$
|
1,174.1
|
|
|
$
|
1,047.3
|
|
|
$
|
1,115.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status — assets less than benefit obligation
|
$
|
(304.2
|
)
|
|
$
|
(286.4
|
)
|
|
$
|
(326.9
|
)
|
|
$
|
(424.7
|
)
|
|
$
|
(61.0
|
)
|
|
$
|
(69.8
|
)
|
Unrecognized prior service cost (credit)
|
9.1
|
|
|
5.1
|
|
|
2.3
|
|
|
3.2
|
|
|
(6.6
|
)
|
|
(7.9
|
)
|
||||||
Unrecognized net actuarial loss
|
255.8
|
|
|
214.7
|
|
|
233.5
|
|
|
298.7
|
|
|
1.4
|
|
|
3.6
|
|
||||||
Unrecognized net transition obligation
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||||
Net amount recognized
|
$
|
(39.3
|
)
|
|
$
|
(66.6
|
)
|
|
$
|
(91.0
|
)
|
|
$
|
(122.7
|
)
|
|
$
|
(66.2
|
)
|
|
$
|
(74.1
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
(Millions of Dollars)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prepaid benefit cost (non-current)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current benefit liability
|
(11.0
|
)
|
|
(15.9
|
)
|
|
(7.9
|
)
|
|
(8.1
|
)
|
|
(6.7
|
)
|
|
(7.5
|
)
|
||||||
Non-current benefit liability
|
(293.2
|
)
|
|
(270.5
|
)
|
|
(321.9
|
)
|
|
(417.2
|
)
|
|
(54.3
|
)
|
|
(62.3
|
)
|
||||||
Net liability recognized
|
$
|
(304.2
|
)
|
|
$
|
(286.4
|
)
|
|
$
|
(326.9
|
)
|
|
$
|
(424.7
|
)
|
|
$
|
(61.0
|
)
|
|
$
|
(69.8
|
)
|
Accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (credit)
|
$
|
9.1
|
|
|
$
|
5.1
|
|
|
$
|
2.3
|
|
|
$
|
3.2
|
|
|
$
|
(6.6
|
)
|
|
$
|
(7.9
|
)
|
Actuarial loss
|
255.8
|
|
|
214.7
|
|
|
233.5
|
|
|
298.7
|
|
|
1.4
|
|
|
3.6
|
|
||||||
Transition liability
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
264.9
|
|
|
$
|
219.8
|
|
|
$
|
235.9
|
|
|
$
|
302.0
|
|
|
$
|
(5.2
|
)
|
|
$
|
(4.3
|
)
|
Net amount recognized
|
$
|
(39.3
|
)
|
|
$
|
(66.6
|
)
|
|
$
|
(91.0
|
)
|
|
$
|
(122.7
|
)
|
|
$
|
(66.2
|
)
|
|
$
|
(74.1
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
(Millions of Dollars)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Projected benefit obligation
|
$
|
1,385.7
|
|
|
$
|
1,460.5
|
|
|
$
|
894.5
|
|
|
$
|
1,511.4
|
|
Accumulated benefit obligation
|
$
|
1,383.9
|
|
|
$
|
1,460.5
|
|
|
$
|
855.5
|
|
|
$
|
1,463.3
|
|
Fair value of plan assets
|
$
|
1,081.5
|
|
|
$
|
1,174.1
|
|
|
$
|
566.9
|
|
|
$
|
1,088.3
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
(Millions of Dollars)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Projected benefit obligation
|
$
|
1,385.7
|
|
|
$
|
1,460.5
|
|
|
$
|
921.7
|
|
|
$
|
1,539.6
|
|
Accumulated benefit obligation
|
$
|
1,383.9
|
|
|
$
|
1,460.5
|
|
|
$
|
879.4
|
|
|
$
|
1,488.0
|
|
Fair value of plan assets
|
$
|
1,081.5
|
|
|
$
|
1,174.1
|
|
|
$
|
591.9
|
|
|
$
|
1,114.4
|
|
|
Pension Benefits
|
|
|
|||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
|||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||
Weighted-average assumptions used to determine benefit obligations at year end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
4.25
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
|
3.25
|
%
|
|
3.25
|
%
|
|
4.00
|
%
|
|
3.75
|
%
|
|
3.25
|
%
|
|
4.00
|
%
|
Rate of compensation increase
|
6.00
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
3.25
|
%
|
|
3.50
|
%
|
|
3.75
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
3.75
|
%
|
|
4.50
|
%
|
|
3.75
|
%
|
|
3.25
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
3.25
|
%
|
|
4.00
|
%
|
|
3.00
|
%
|
Rate of compensation increase
|
6.00
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
3.50
|
%
|
|
3.75
|
%
|
|
3.25
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Expected return on plan assets
|
6.50
|
%
|
|
7.00
|
%
|
|
6.25
|
%
|
|
5.25
|
%
|
|
5.75
|
%
|
|
6.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Asset Category
|
2015
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
58.1
|
|
|
$
|
39.7
|
|
|
$
|
18.4
|
|
Equity securities
|
|
|
|
|
|
||||||
U.S. equity securities
|
296.3
|
|
|
50.4
|
|
|
245.9
|
|
|||
Foreign equity securities
|
269.0
|
|
|
43.2
|
|
|
225.8
|
|
|||
Fixed income securities
|
|
|
|
|
|
||||||
Government securities
|
696.7
|
|
|
248.3
|
|
|
448.4
|
|
|||
Corporate securities
|
716.9
|
|
|
—
|
|
|
716.9
|
|
|||
Insurance contracts
|
33.2
|
|
|
—
|
|
|
33.2
|
|
|||
Other
|
58.6
|
|
|
—
|
|
|
58.6
|
|
|||
Total
|
$
|
2,128.8
|
|
|
$
|
381.6
|
|
|
$
|
1,747.2
|
|
Asset Category
|
2014
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
98.6
|
|
|
$
|
50.7
|
|
|
$
|
47.9
|
|
Equity securities
|
|
|
|
|
|
||||||
U.S. equity securities
|
305.9
|
|
|
50.9
|
|
|
255.0
|
|
|||
Foreign equity securities
|
280.5
|
|
|
41.3
|
|
|
239.2
|
|
|||
Fixed income securities
|
|
|
|
|
|
||||||
Government securities
|
791.7
|
|
|
261.1
|
|
|
530.6
|
|
|||
Corporate securities
|
676.5
|
|
|
—
|
|
|
676.5
|
|
|||
Insurance contracts
|
34.0
|
|
|
—
|
|
|
34.0
|
|
|||
Other
|
102.6
|
|
|
—
|
|
|
102.6
|
|
|||
Total
|
$
|
2,289.8
|
|
|
$
|
404.0
|
|
|
$
|
1,885.8
|
|
(Millions of Dollars)
|
|
Total
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Years 6-10
|
||||||||||||||
Future payments
|
|
$
|
1,567.9
|
|
|
$
|
152.0
|
|
|
$
|
196.1
|
|
|
$
|
149.9
|
|
|
$
|
148.2
|
|
|
$
|
150.6
|
|
|
$
|
771.1
|
|
(Millions of Dollars)
|
Total
Carrying
Value
|
|
Level 1
|
|
Level 2
|
||||||
January 2, 2016:
|
|
|
|
|
|
||||||
Money market fund
|
$
|
7.0
|
|
|
$
|
7.0
|
|
|
$
|
—
|
|
Derivative assets
|
$
|
79.3
|
|
|
$
|
—
|
|
|
$
|
79.3
|
|
Derivative liabilities
|
$
|
96.1
|
|
|
$
|
—
|
|
|
$
|
96.1
|
|
January 3, 2015:
|
|
|
|
|
|
||||||
Money market fund
|
$
|
9.9
|
|
|
$
|
9.9
|
|
|
$
|
—
|
|
Derivative assets
|
$
|
144.2
|
|
|
$
|
—
|
|
|
$
|
144.2
|
|
Derivative liabilities
|
$
|
148.4
|
|
|
$
|
—
|
|
|
$
|
148.4
|
|
|
January 2, 2016
|
|
January 3, 2015
|
||||||||||||
(Millions of Dollars)
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Other investments
|
$
|
11.7
|
|
|
$
|
11.7
|
|
|
$
|
11.7
|
|
|
$
|
11.9
|
|
Derivative assets
|
$
|
79.3
|
|
|
$
|
79.3
|
|
|
$
|
144.2
|
|
|
$
|
144.2
|
|
Derivative liabilities
|
$
|
96.1
|
|
|
$
|
96.1
|
|
|
$
|
148.4
|
|
|
$
|
148.4
|
|
Long-term debt, including current portion
|
$
|
3,841.7
|
|
|
$
|
4,034.4
|
|
|
$
|
3,845.7
|
|
|
$
|
4,323.8
|
|
|
1/3/2015
|
|
Net Additions
|
|
Usage
|
|
Currency
|
|
1/2/2016
|
||||||||||
Severance and related costs
|
$
|
81.2
|
|
|
$
|
32.7
|
|
|
$
|
(66.5
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
44.3
|
|
Facility closures and asset impairments
|
16.4
|
|
|
14.9
|
|
|
(16.6
|
)
|
|
(0.3
|
)
|
|
14.4
|
|
|||||
Total
|
$
|
97.6
|
|
|
$
|
47.6
|
|
|
$
|
(83.1
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
58.7
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
7,140.7
|
|
|
$
|
7,033.0
|
|
|
$
|
6,705.0
|
|
Security
|
2,092.9
|
|
|
2,261.2
|
|
|
2,295.9
|
|
|||
Industrial
|
1,938.2
|
|
|
2,044.4
|
|
|
1,888.6
|
|
|||
Consolidated
|
$
|
11,171.8
|
|
|
$
|
11,338.6
|
|
|
$
|
10,889.5
|
|
Segment Profit
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
1,170.1
|
|
|
$
|
1,074.4
|
|
|
$
|
951.7
|
|
Security
|
239.6
|
|
|
259.2
|
|
|
235.2
|
|
|||
Industrial
|
339.9
|
|
|
350.6
|
|
|
280.2
|
|
|||
Segment Profit
|
1,749.6
|
|
|
1,684.2
|
|
|
1,467.1
|
|
|||
Corporate overhead
|
(164.0
|
)
|
|
(177.4
|
)
|
|
(254.0
|
)
|
|||
Other-net
|
(222.0
|
)
|
|
(239.7
|
)
|
|
(283.9
|
)
|
|||
Restructuring charges and asset impairments
|
(47.6
|
)
|
|
(18.8
|
)
|
|
(173.7
|
)
|
|||
Gain (loss) on debt extinguishment
|
—
|
|
|
0.1
|
|
|
(20.6
|
)
|
|||
Interest income
|
15.2
|
|
|
13.6
|
|
|
12.8
|
|
|||
Interest expense
|
(180.4
|
)
|
|
(177.2
|
)
|
|
(160.1
|
)
|
|||
Earnings from continuing operations before income taxes
|
$
|
1,150.8
|
|
|
$
|
1,084.8
|
|
|
$
|
587.6
|
|
Capital and Software Expenditures
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
191.7
|
|
|
$
|
183.0
|
|
|
$
|
196.1
|
|
Security
|
35.9
|
|
|
27.9
|
|
|
79.8
|
|
|||
Industrial
|
83.8
|
|
|
74.3
|
|
|
61.2
|
|
|||
Discontinued operations
|
—
|
|
|
5.8
|
|
|
3.2
|
|
|||
Consolidated
|
$
|
311.4
|
|
|
$
|
291.0
|
|
|
$
|
340.3
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
196.5
|
|
|
$
|
193.9
|
|
|
$
|
191.7
|
|
Security
|
105.2
|
|
|
127.8
|
|
|
132.1
|
|
|||
Industrial
|
112.3
|
|
|
122.5
|
|
|
110.5
|
|
|||
Discontinued operations
|
$
|
—
|
|
|
$
|
5.6
|
|
|
$
|
7.0
|
|
Consolidated
|
$
|
414.0
|
|
|
$
|
449.8
|
|
|
$
|
441.3
|
|
Segment Assets
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
8,492.9
|
|
|
$
|
8,568.2
|
|
|
$
|
9,004.9
|
|
Security
|
3,741.6
|
|
|
3,972.0
|
|
|
4,355.5
|
|
|||
Industrial
|
3,438.7
|
|
|
3,501.8
|
|
|
3,668.3
|
|
|||
|
15,673.2
|
|
|
16,042.0
|
|
|
17,028.7
|
|
|||
Discontinued operations
|
—
|
|
|
29.5
|
|
|
136.9
|
|
|||
Corporate assets
|
(500.9
|
)
|
|
(222.4
|
)
|
|
(630.5
|
)
|
|||
Consolidated
|
$
|
15,172.3
|
|
|
$
|
15,849.1
|
|
|
$
|
16,535.1
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales
|
|
|
|
|
|
||||||
United States
|
$
|
5,882.0
|
|
|
$
|
5,492.4
|
|
|
$
|
5,208.0
|
|
Canada
|
516.3
|
|
|
591.3
|
|
|
600.3
|
|
|||
Other Americas
|
706.5
|
|
|
788.4
|
|
|
818.2
|
|
|||
France
|
595.7
|
|
|
695.6
|
|
|
704.6
|
|
|||
Other Europe
|
2,371.5
|
|
|
2,585.3
|
|
|
2,417.9
|
|
|||
Asia
|
1,099.8
|
|
|
1,185.6
|
|
|
1,140.5
|
|
|||
Consolidated
|
$
|
11,171.8
|
|
|
$
|
11,338.6
|
|
|
$
|
10,889.5
|
|
Property, Plant & Equipment
|
|
|
|
|
|
||||||
United States
|
$
|
676.0
|
|
|
$
|
639.7
|
|
|
$
|
620.7
|
|
Canada
|
19.1
|
|
|
20.9
|
|
|
25.0
|
|
|||
Other Americas
|
82.6
|
|
|
82.2
|
|
|
84.4
|
|
|||
France
|
64.8
|
|
|
74.7
|
|
|
85.3
|
|
|||
Other Europe
|
328.4
|
|
|
333.2
|
|
|
368.8
|
|
|||
Asia
|
279.3
|
|
|
303.4
|
|
|
294.4
|
|
|||
Consolidated
|
$
|
1,450.2
|
|
|
$
|
1,454.1
|
|
|
$
|
1,478.6
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
$
|
99.6
|
|
|
$
|
72.7
|
|
Amortization of intangibles
|
868.5
|
|
|
888.3
|
|
||
Liability on undistributed foreign earnings
|
319.9
|
|
|
369.2
|
|
||
Discharge of indebtedness
|
9.3
|
|
|
12.4
|
|
||
Inventories
|
—
|
|
|
8.8
|
|
||
Deferred revenue
|
25.5
|
|
|
32.0
|
|
||
Other
|
66.8
|
|
|
59.4
|
|
||
Total deferred tax liabilities
|
$
|
1,389.6
|
|
|
$
|
1,442.8
|
|
Deferred tax assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
361.1
|
|
|
$
|
308.3
|
|
Doubtful accounts and other customer allowances
|
19.0
|
|
|
15.0
|
|
||
Inventories
|
16.1
|
|
|
—
|
|
||
Accruals
|
135.6
|
|
|
131.7
|
|
||
Restructuring charges
|
12.6
|
|
|
42.2
|
|
||
Operating loss, capital loss and tax credit carryforwards
|
562.5
|
|
|
594.6
|
|
||
Currency and derivatives
|
42.2
|
|
|
47.3
|
|
||
Other
|
82.7
|
|
|
97.1
|
|
||
Total deferred tax assets
|
$
|
1,231.8
|
|
|
$
|
1,236.2
|
|
Net Deferred Tax Liabilities before Valuation Allowance
|
$
|
157.8
|
|
|
$
|
206.6
|
|
Valuation allowance
|
$
|
480.7
|
|
|
$
|
551.9
|
|
Net Deferred Tax Liabilities after Valuation Allowance
|
$
|
638.5
|
|
|
$
|
758.5
|
|
|
2015
|
|
2014
|
||||||||||||
(Millions of Dollars)
|
Deferred
Tax Asset
|
|
Deferred
Tax Liability
|
|
Deferred
Tax Asset |
|
Deferred
Tax Liability
|
||||||||
Current
|
$
|
(85.4
|
)
|
|
$
|
18.5
|
|
|
$
|
(137.4
|
)
|
|
$
|
11.9
|
|
Non-current
|
(120.5
|
)
|
|
825.9
|
|
|
(108.7
|
)
|
|
992.7
|
|
||||
Total
|
$
|
(205.9
|
)
|
|
$
|
844.4
|
|
|
$
|
(246.1
|
)
|
|
$
|
1,004.6
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
64.4
|
|
|
$
|
18.4
|
|
|
$
|
84.0
|
|
Foreign
|
171.4
|
|
|
141.1
|
|
|
123.5
|
|
|||
State
|
14.1
|
|
|
17.1
|
|
|
(3.0
|
)
|
|||
Total current
|
$
|
249.9
|
|
|
$
|
176.6
|
|
|
$
|
204.5
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
64.2
|
|
|
$
|
55.3
|
|
|
$
|
(77.1
|
)
|
Foreign
|
(47.3
|
)
|
|
(19.3
|
)
|
|
(50.6
|
)
|
|||
State
|
(18.2
|
)
|
|
14.5
|
|
|
(8.2
|
)
|
|||
Total deferred
|
(1.3
|
)
|
|
50.5
|
|
|
(135.9
|
)
|
|||
Income taxes on continuing operations
|
$
|
248.6
|
|
|
$
|
227.1
|
|
|
$
|
68.6
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Tax at statutory rate
|
$
|
402.9
|
|
|
$
|
379.7
|
|
|
$
|
205.8
|
|
State income taxes, net of federal benefits
|
14.9
|
|
|
24.3
|
|
|
(6.6
|
)
|
|||
Difference between foreign and federal income tax
|
(166.9
|
)
|
|
(178.0
|
)
|
|
(124.9
|
)
|
|||
Tax accrual reserve
|
43.9
|
|
|
1.1
|
|
|
15.3
|
|
|||
Audit settlements
|
1.3
|
|
|
(5.3
|
)
|
|
0.9
|
|
|||
NOL/capital loss & valuation allowance related items
|
(21.6
|
)
|
|
2.7
|
|
|
6.8
|
|
|||
Foreign dividends and related items
|
19.1
|
|
|
25.6
|
|
|
(9.5
|
)
|
|||
Change in deferred tax liabilities on undistributed foreign earnings
|
(31.0
|
)
|
|
(6.0
|
)
|
|
(19.5
|
)
|
|||
Statutory income tax rate change
|
4.8
|
|
|
(0.6
|
)
|
|
(1.7
|
)
|
|||
Other-net
|
(18.8
|
)
|
|
(16.4
|
)
|
|
2.0
|
|
|||
Income taxes on continuing operations
|
$
|
248.6
|
|
|
$
|
227.1
|
|
|
$
|
68.6
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
405.5
|
|
|
$
|
234.4
|
|
|
$
|
112.7
|
|
Foreign
|
745.3
|
|
|
850.4
|
|
|
474.9
|
|
|||
Earnings from continuing operations before income taxes
|
$
|
1,150.8
|
|
|
$
|
1,084.8
|
|
|
$
|
587.6
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of year
|
$
|
280.8
|
|
|
$
|
269.5
|
|
|
$
|
207.2
|
|
Additions based on tax positions related to current year
|
23.2
|
|
|
27.4
|
|
|
37.1
|
|
|||
Additions based on tax positions related to prior years
|
24.3
|
|
|
40.1
|
|
|
46.9
|
|
|||
Reductions based on tax positions related to prior years
|
(14.3
|
)
|
|
(30.9
|
)
|
|
(13.2
|
)
|
|||
Settlements
|
(21.5
|
)
|
|
(5.9
|
)
|
|
7.7
|
|
|||
Statute of limitations expirations
|
(9.4
|
)
|
|
(19.4
|
)
|
|
(16.2
|
)
|
|||
Balance at end of year
|
$
|
283.1
|
|
|
$
|
280.8
|
|
|
$
|
269.5
|
|
(Millions of Dollars)
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
Operating lease obligations
|
$
|
251.0
|
|
|
$
|
73.0
|
|
|
$
|
57.0
|
|
|
$
|
41.0
|
|
|
$
|
29.0
|
|
|
$
|
22.0
|
|
|
$
|
29.0
|
|
Marketing commitments
|
69.5
|
|
|
26.9
|
|
|
26.5
|
|
|
8.8
|
|
|
4.5
|
|
|
2.8
|
|
|
—
|
|
|||||||
Total
|
$
|
320.5
|
|
|
$
|
99.9
|
|
|
$
|
83.5
|
|
|
$
|
49.8
|
|
|
$
|
33.5
|
|
|
$
|
24.8
|
|
|
$
|
29.0
|
|
(Millions of Dollars)
|
Term
|
|
Maximum
Potential
Payment
|
|
Carrying
Amount of
Liability
|
||||
Guarantees on the residual values of leased properties
|
One to four years
|
|
$
|
34.4
|
|
|
$
|
—
|
|
Standby letters of credit
|
Up to three years
|
|
78.7
|
|
|
—
|
|
||
Commercial customer financing arrangements
|
Up to six years
|
|
56.9
|
|
|
16.9
|
|
||
Total
|
|
|
$
|
170.0
|
|
|
$
|
16.9
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Balance beginning of period
|
$
|
109.6
|
|
|
$
|
121.1
|
|
|
$
|
123.2
|
|
Warranties and guarantees issued
|
91.8
|
|
|
98.0
|
|
|
92.9
|
|
|||
Liability assumed from acquisitions
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Warranty payments and currency
|
(96.0
|
)
|
|
(109.5
|
)
|
|
(95.1
|
)
|
|||
Balance end of period
|
$
|
105.4
|
|
|
$
|
109.6
|
|
|
$
|
121.1
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales
|
$
|
39.4
|
|
|
$
|
118.4
|
|
|
$
|
150.1
|
|
Loss from discontinued operations before income taxes
|
$
|
(19.3
|
)
|
|
$
|
(104.0
|
)
|
|
$
|
(43.0
|
)
|
Income tax expense (benefit) on discontinued operations
|
0.8
|
|
|
(7.7
|
)
|
|
(13.3
|
)
|
|||
Net loss from discontinued operations
|
$
|
(20.1
|
)
|
|
$
|
(96.3
|
)
|
|
$
|
(29.7
|
)
|
|
|
Quarter
|
|
|
||||||||||||||||
(Millions of Dollars, except per share amounts)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,630.0
|
|
|
$
|
2,866.9
|
|
|
$
|
2,829.5
|
|
|
$
|
2,845.4
|
|
|
$
|
11,171.8
|
|
Gross profit
|
|
973.6
|
|
|
1,057.2
|
|
|
1,027.0
|
|
|
1,014.2
|
|
|
4,072.0
|
|
|||||
Selling, general and administrative expenses
|
|
623.0
|
|
|
644.5
|
|
|
608.3
|
|
|
610.6
|
|
|
2,486.4
|
|
|||||
Net earnings from continuing operations
|
|
166.0
|
|
|
235.5
|
|
|
233.4
|
|
|
267.3
|
|
|
902.2
|
|
|||||
Less: Net (loss) earnings attributable to non-controlling interest
|
|
(0.8
|
)
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|
0.1
|
|
|
(1.6
|
)
|
|||||
Net earnings from continuing operations attributable to Stanley Black & Decker, Inc.
|
|
166.8
|
|
|
235.7
|
|
|
234.1
|
|
|
267.2
|
|
|
903.8
|
|
|||||
Net loss from discontinued operations
|
|
(4.5
|
)
|
|
(8.5
|
)
|
|
(5.4
|
)
|
|
(1.7
|
)
|
|
(20.1
|
)
|
|||||
Net earnings attributable to Stanley Black & Decker, Inc.
|
|
$
|
162.3
|
|
|
$
|
227.2
|
|
|
$
|
228.7
|
|
|
$
|
265.5
|
|
|
$
|
883.7
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
1.10
|
|
|
$
|
1.59
|
|
|
$
|
1.60
|
|
|
$
|
1.83
|
|
|
$
|
6.10
|
|
Discontinued operations
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|
(0.14
|
)
|
|||||
Total basic earnings per common share
|
|
$
|
1.07
|
|
|
$
|
1.53
|
|
|
$
|
1.57
|
|
|
$
|
1.82
|
|
|
$
|
5.96
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
1.07
|
|
|
$
|
1.54
|
|
|
$
|
1.55
|
|
|
$
|
1.78
|
|
|
$
|
5.92
|
|
Discontinued operations
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|
(0.13
|
)
|
|||||
Total diluted earnings per common share
|
|
$
|
1.04
|
|
|
$
|
1.49
|
|
|
$
|
1.52
|
|
|
$
|
1.77
|
|
|
$
|
5.79
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,617.1
|
|
|
$
|
2,860.1
|
|
|
$
|
2,878.9
|
|
|
$
|
2,982.5
|
|
|
$
|
11,338.6
|
|
Gross profit
|
|
956.4
|
|
|
1,048.6
|
|
|
1,046.6
|
|
|
1,051.1
|
|
|
4,102.7
|
|
|||||
Selling, general and administrative expenses
|
|
640.6
|
|
|
655.9
|
|
|
641.1
|
|
|
658.3
|
|
|
2,595.9
|
|
|||||
Net earnings from continuing operations
|
|
169.9
|
|
|
222.7
|
|
|
246.1
|
|
|
219.0
|
|
|
857.7
|
|
|||||
Less: Net earnings (loss) attributable to non-controlling interest
|
|
0.2
|
|
|
0.9
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
0.5
|
|
|||||
Net earnings from continuing operations attributable to Stanley Black & Decker, Inc.
|
|
169.7
|
|
|
221.8
|
|
|
246.4
|
|
|
219.3
|
|
|
857.2
|
|
|||||
Net loss from discontinued operations
|
|
(7.8
|
)
|
|
(5.3
|
)
|
|
(9.7
|
)
|
|
(73.5
|
)
|
|
(96.3
|
)
|
|||||
Net earnings attributable to Stanley Black & Decker, Inc.
|
|
$
|
161.9
|
|
|
$
|
216.5
|
|
|
$
|
236.7
|
|
|
$
|
145.8
|
|
|
$
|
760.9
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
1.09
|
|
|
$
|
1.42
|
|
|
$
|
1.57
|
|
|
$
|
1.41
|
|
|
$
|
5.49
|
|
Discontinued operations
|
|
(0.05
|
)
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.47
|
)
|
|
(0.62
|
)
|
|||||
Total basic earnings per common share
|
|
$
|
1.04
|
|
|
$
|
1.38
|
|
|
$
|
1.51
|
|
|
$
|
0.94
|
|
|
$
|
4.87
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
1.07
|
|
|
$
|
1.39
|
|
|
$
|
1.53
|
|
|
$
|
1.37
|
|
|
$
|
5.37
|
|
Discontinued operations
|
|
(0.05
|
)
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.46
|
)
|
|
(0.60
|
)
|
|||||
Total diluted earnings per common share
|
|
$
|
1.02
|
|
|
$
|
1.36
|
|
|
$
|
1.47
|
|
|
$
|
0.91
|
|
|
$
|
4.76
|
|
3.1
|
|
(a)
|
Restated Certificate of Incorporation dated September 15, 1998 (incorporated by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
|
|
|
|
|
|
(b)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated December 21, 2009 (incorporated by reference to Exhibit 3(ii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
|
|
|
|
|
|
|
(c)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated March 12, 2010 (incorporated by reference to Exhibit 3(iii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).
|
|
|
|
|
|
|
(d)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated November 5, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
(e)
|
Certificate of Amendment to the Restated Certificate of Incorporation dated April 17, 2012 (incorporated by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2012).
|
|
|
|
|
|
3.2
|
|
(a)
|
Amended and Restated ByLaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 19, 2013).
|
|
|
|
|
4.1
|
|
(a)
|
Indenture, dated as of June 26, 1998, by and among Black & Decker Holdings Inc., as Issuer, The Black & Decker Corporation, as Guarantor, and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.9 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
|
|
|
|
|
|
(b)
|
First Supplemental Indenture dated as of March 12, 2010, to the Indenture dated as of June 26, 1998, by and among Black & Decker Holdings, Inc., as issuer, The Black & Decker Corporation, as guarantor and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
|
|
|
|
|
|
4.2
|
|
(a)
|
Senior Indenture, dated as of November 1, 2002 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, defining the rights of holders of 3 1/2% Notes Due November 1, 2007, 4 9/10% Notes due November 1, 2012 and 6.15% Notes due 2013 (incorporated by reference to Exhibit 4(vi) to the Company’s Annual Report on Form 10-K for the year ended December 28, 2002).
|
|
|
|
|
|
(b)
|
Second Supplemental Indenture dated as of March 12, 2010 to the Indenture dated as of November 1, 2002 between The Stanley Works and The Bank of New York Mellon Trust Company, as successor trustee to JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 12, 2010).
|
|
|
|
|
|
(c)
|
Third Supplemental Indenture dated as of September 3, 2010, to the Indenture dated as of November 1, 2002, among Stanley Black & Decker, Inc., The Black & Decker Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 7, 2010).
|
|
|
|
|
|
|
(d)
|
Fourth Supplemental Indenture, dated as of November 22, 2011, among Stanley Black & Decker, Inc., The Black & Decker Corporation, as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.40% Notes due 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 22, 2011).
|
|
|
|
|
|
|
(e)
|
Fifth Supplemental Indenture, dated as of November 6, 2012, among Stanley Black & Decker, Inc., The Black & Decker Corporation, as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 2.90% Notes due 2022 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 6, 2012).
|
|
|
|
|
|
4.3
|
|
(a)
|
Indenture, dated November 22, 2005, between The Stanley Works and HSBC Bank USA, National Association, as indenture trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K dated November 29, 2005).
|
|
|
|
|
|
(b)
|
First Supplemental Indenture, dated November 22, 2005, between The Stanley Works and HSBC Bank USA, National Association, as indenture trustee (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K dated November 29, 2005).
|
|
|
|
|
|
|
(c)
|
Second Supplemental Indenture dated as of November 5, 2010, to the Indenture dated as of November 22, 2005, between Stanley Black & Decker, Inc. and HSBC Bank USA, National Association, as trustee (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
(d)
|
Third Supplemental Indenture dated July 25, 2012, between the Company and HSBC Bank USA, National Association, as trustee, related to the 5.75% Junior Subordinated Debentures due 2052 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on July 25, 2012).
|
|
|
|
|
|
|
(e)
|
Fourth Supplemental Indenture, dated as of December 3, 2013, between the Company and the Trustee, relating to the Notes (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
(f)
|
Fifth Supplemental Indenture, dated December 3, 2013, between the Company and the Trustee, related to the Debentures (incorporated by reference to Exhibit 4.9 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
(g)
|
Form of 5.75% Junior Subordinated Debentures due 2052 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated July 25, 2012).
|
|
|
|
|
|
|
(h)
|
Form of Debenture (incorporated by reference to Exhibit 4.9 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
4.4
|
|
(a)
|
Rights Agreement dated as of January 19, 2006, by and between The Stanley Works and Computershare Investor Services L.L.C. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K/A dated February 22, 2006).
|
|
|
|
|
|
(b)
|
Amendment No. 1 dated as of December 21, 2009 to the Rights Agreement, dated as of January 19, 2006, between The Stanley Works and the Computershare Investor Services L.L.C. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated December 21, 2009).
|
|
|
|
|
|
4.5
|
|
(a)
|
Purchase Contract and Pledge Agreement dated as of November 5, 2010 among Stanley Black & Decker, Inc., The Bank of New York Mellon Trust Company, National Association, as purchase contract agent, and HSBC Bank USA, National Association, as collateral agent, as custodial agent, and as securities intermediary (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
(b)
|
Form of 4.75% Series B Perpetual Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
(c)
|
Form of Corporate Unit (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
(d)
|
Form of Treasury Unit (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
(e)
|
Form of Cash-Settled Unit (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
(f)
|
Form of Unpledged Note (incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
|
(g)
|
Form of Pledged Note (incorporated by reference to Exhibit 4.9 to the Company’s Current Report on Form 8-K filed on November 9, 2010).
|
|
|
|
|
|
4.6
|
|
(a)
|
Purchase Contract and Pledge Agreement, dated December 3, 2013, among the Company, The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent, and HSBC Bank USA, National Association, as Collateral Agent, Custodial Agent and Securities Intermediary (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
(b)
|
Form of Corporate Unit (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
(c)
|
Form of Treasury Unit (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
(d)
|
Form of Cash Settled Unit (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
(e)
|
Form of Unpledged Note (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
|
(f)
|
Form of Pledged Note (incorporated by reference to Exhibit 4.8 to the Company’s Form 8-K dated December 3, 2013).
|
|
|
|
|
|
10.1
|
|
|
Amended and Restated Five-Year Credit Agreement, made as of December 18, 2015 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A. as administrative agent for the lenders. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 22, 2015).
|
|
|
|
|
10.2
|
|
(a)
|
Second Amended and Restated Employment Agreement, dated as of November 2, 2009, among The Stanley Works and John F. Lundgren (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 3, 2009).*
|
|
|
|
|
|
(b)
|
Amended and Restated Change in Control Severance Agreement dated December 10, 2008 between The Stanley Works and John F. Lundgren. (incorporated by reference to Exhibit (xviii) to the Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
|
(c)
|
Letter Agreement between Stanley Black & Decker, Inc. and John F. Lundgren effective January 13, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 14, 2013).*
|
|
|
|
|
|
10.3
|
|
(a)
|
Employment Agreement, dated as of November 2, 2009, among The Stanley Works and James M. Loree (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on November 3, 2009).*
|
|
|
|
|
|
(b)
|
Letter Agreement between Stanley Black & Decker, Inc. and James M. Loree effective January 13, 2013 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 14, 2013).*
|
|
|
|
|
|
10.4
|
|
|
Letter Agreement between Stanley Black & Decker, Inc. and John H. Wyatt effective December 22, 2014, as amended February 17, 2016.*
|
|
|
|
|
10.5
|
|
|
Form A of Amended and Restated Change in Control Severance Agreement. James M. Loree is a party to a Restated and Amended Change in Control Severance Agreement in this Form. (incorporated by reference to Exhibit (xiv) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
10.7
|
|
|
Form B of Amended and Restated Change in Control Severance Agreement. Jeffery D. Ansell is a party to an Amended and Restated Change in Control Severance Agreements in this Form (incorporated by reference to Exhibit (xv) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
10.8
|
|
|
Form B of Change in Control Severance Agreement. Donald Allan, Jr., is a party to a Change in Control Severance Agreement in this Form (incorporated by reference to Exhibit (xvi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
10.9
|
|
|
Revised Form B of Change in Control Severance Agreement. John H. Wyatt is a Party to a Change In Control Severance Agreement in this Form and Three of the Company’s other Executive Officers are parties to a Change in Control Severance Agreement in this Form (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the period ended December 29, 2012).*
|
|
|
|
|
10.10
|
|
|
Form C of Change in Control Severance Agreement. Ten Executive Officers of the Company are parties to Change in Control Severance Agreements in this Form (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 28, 2013).*
|
|
|
|
|
10.11
|
|
|
Deferred Compensation Plan for Non-Employee Directors amended and restated as of December 11, 2007 (incorporated by reference to Exhibit 10(vii) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
10.12
|
|
|
Deferred Compensation Plan for Participants in Stanley’s Management Incentive Plan amended and restated as of December 11, 2007 (incorporated by reference to Exhibit 10(ix) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
10.13
|
|
(a)
|
Stanley Black & Decker Supplemental Retirement Account Plan (as in effect, January 1, 2011, except as otherwise provided therein) (incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended January 1, 2011).*
|
|
|
|
|
|
(b)
|
Stanley Black & Decker Supplemental Retirement Plan (effective, January 1, 2011, except as otherwise provided therein) (incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended January 1, 2011).*
|
|
|
|
|
|
10.14
|
|
|
Stanley Black & Decker, Inc. Supplemental Executive Retirement Program as amended and restated effective October 15, 2015, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 16, 2015).*
|
|
|
|
|
10.15
|
|
|
New 1991 Loan Agreement, dated June 30, 1998, between The Stanley Works, as lender, and Citibank, N.A. as trustee under the trust agreement for the Stanley Account Value Plan, to refinance the 1991 Salaried Employee ESOP Loan and the 1991 Hourly ESOP Loan and their related promissory notes (incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 1998).
|
|
|
|
|
10.16
|
|
|
The Stanley Works Non-Employee Directors’ Benefit Trust Agreement dated December 27, 1989 and amended as of January 1, 1991 by and between The Stanley Works and Fleet National Bank, as successor trustee (incorporated by reference to Exhibit (10)(xvii)(a) to the Company’s Annual Report on Form 10-K for year ended December 29, 1990).
|
|
|
|
|
10.17
|
|
(a)
|
2001 Long-Term Incentive Plan as amended effective October 17, 2008 (incorporated by reference to Exhibit (xi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
|
(b)
|
Form of Stock Option Certificate for stock options granted pursuant to 2001 Long-Term Incentive Plan (incorporated by reference to Exhibit 10(xiv)(a) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
|
10.18
|
|
(a)
|
The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference Exhibit 4.7 to the Company’s Registration Statement on Form S-8 Reg. No. 333-165454 filed on March 12, 2010).*
|
|
|
|
|
|
(b)
|
Form of award letter for restricted stock unit grants to executive officers pursuant to the Company’s 2009 Long Term Incentive Plan (as amended March 12, 2010)(incorporated by reference to Exhibit 10(vi)(b) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
|
|
(c)
|
Form of stock option certificate for executive officers pursuant to the Company’s 2009 Long Term Incentive Plan (as amended March 12, 2010) (incorporated by reference to Exhibit 10(vi)(c) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010)*.
|
|
|
|
|
|
(d)
|
Terms of special one-time award of restricted stock units to John F. Lundgren under his employment agreement and The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference to Exhibit 10(vi)(d) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
|
|
|
|
|
10.19
|
|
(a)
|
The Stanley Black & Decker 2013 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 20, 2013).*
|
|
|
|
|
|
(b)
|
Form of Award Document for Performance Awards granted to Executive Officers under 2013 Long Term Incentive Plan, updated 2016.*
|
|
|
|
|
|
|
(c)
|
Form of stock option certificate for grants to executive officers pursuant to the Company’s 2013 Long Term Incentive Plan (incorporated by reference to Exhibit 10.18(c) to the Company’s Annual Report on Form 10-K for the period ended December 28, 2013).*
|
|
|
|
|
|
|
(d)
|
Form of restricted stock unit award certificate for grants of restricted stock units to executive officers pursuant to the Company’s 2013 Long Term Incentive Plan (incorporated by reference to Exhibit 10.18(d) to the Company’s Annual Report on Form 10-K for the period ended December 28, 2013).*
|
|
|
|
|
|
10.20
|
|
(a)
|
The Stanley Works Restricted Stock Unit Plan for Non-Employee Directors amended and restated as of December 11, 2007 (incorporated by reference to Exhibit 10(xx) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
|
(b)
|
Form of Certificate for RSUs issued pursuant to The Stanley Works Restricted Stock Unit Plan for Non-Employee Directors (incorporated by reference to Exhibit 10(xxv) to the Company’s Annual Report on Form 10-K for the year ended January 1, 2005).*
|
|
|
|
|
|
10.21
|
|
|
The Stanley Black & Decker, Inc. 2012 Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 29, 2012).*
|
|
|
|
|
10.22
|
|
|
Special Severance Policy for Management Incentive Compensation Plan Participants Levels 1-5 as amended effective October 17, 2008 (incorporated by reference to Exhibit (xxi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
10.23
|
|
|
Employee Stock Purchase Plan as amended April 23, 2009 (incorporated by reference to Exhibit 10(iii)(d) to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 4, 2009).*
|
|
|
|
|
10.24
|
|
|
The Black & Decker 2003 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on March 12, 2010).*
|
|
|
|
|
10.25
|
|
|
Form of Nonqualified Stock Option Agreement relating to The Black & Decker Corporation’s stock option plans (incorporated by reference to Exhibit 10(xix) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
|
|
|
|
10.26
|
|
(a)
|
The Black & Decker Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10(xx) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
|
|
|
|
|
(b)
|
First Amendment to The Black & Decker Supplemental Pension Plan (incorporated by reference to Exhibit 10(xxi) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
|
|
|
|
|
10.27
|
|
|
The Black & Decker Supplemental Executive Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10(xxii) to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2010).*
|
|
|
|
|
11
|
|
|
Statement re computation of per share earnings (the information required to be presented in this exhibit appears in
Note J
to the Company’s
Consolidated Financial Statements
set forth in this Annual Report on Form 10-K).
|
|
|
|
|
12
|
|
|
Statement re computation of ratio of earnings to fixed charges.
|
|
|
|
|
14
|
|
|
Code of Ethics for CEO and Senior Financial Officers (incorporated by reference to the Company’s website,
www.stanleyblackanddecker.com)
.
|
|
|
|
|
21
|
|
|
Subsidiaries of Registrant.
|
|
|
|
|
23
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
24
|
|
|
Power of Attorney.
|
|
|
|
|
31.1
|
|
(a)
|
Certification by Chief Executive Officer pursuant to Rule 13a-14(a).
|
|
|
|
|
31.1
|
|
(b)
|
Certification by Chief Financial Officer pursuant to Rule 13a-14(a).
|
|
|
|
|
|
|
|
|
32.1
|
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
99.1
|
|
|
Policy on Confidential Proxy Voting and Independent Tabulation and Inspection of Elections as adopted by The Board of Directors October 23, 1991 (incorporated by reference to Exhibit (28)(i) to the Quarterly Report on Form 10-Q for the quarter ended September 28, 1991).
|
*
|
Management contract or compensation plan or arrangement.
|
•
|
The Retirement Account Plan offers a 401(k) savings vehicle for you to save on a pre-tax basis with a company match of 50% on employee pre-tax contributions up to 7% of your pay and a diversified investment fund line-up.
|
•
|
In addition, the Retirement Account Plan provides a Core allocation to an account for you regardless of your own contributions. Stanley Black & Decker will make a Core allocation to your account of 6% of your pay based on your age.
|
•
|
The Company will pay you an annual housing-related stipend of $120,000, which is intended to partially defray your US housing costs and the incremental costs associated with maintaining your UK home in your absence. This housing stipend will be paid ratably to you, i.e. $10,000 per month.
|
•
|
You and your family will be entitled to a travel benefit to help defray your costs for trips between the US and the UK. The Company will reimburse these costs, for airfare and one car rental per trip, based on invoices. These trips should be booked at a reasonable cost and aligned with the SBD Travel Policy requirements. The maximum annual travel costs for reimbursement are not to exceed $18,000.
|
•
|
The Company will reimburse you based upon receipt of invoices for the incrementally higher tuition and boarding costs you incur for your minor daughter’s education until her graduation from high school. This allowance will cover the incremental cost of school tuition and board fees versus that which would have occurred if your family remained in the UK.
|
•
|
In recognition of the fact that the retirement benefits you will receive in the US are lower than your previous European benefit, the Company will pay you additional “non-pensionable” compensation of $3,713 per month.
|
•
|
Invention and Confidentiality Agreement;
|
•
|
MICP Restrictive Covenant Agreement; and
|
•
|
Signed Offer Letter
|
•
|
Completed New Hire Information Sheet
|
•
|
on the last day worked: vacation, short and long term disability, business travel accident
i
nsurance, 401(k) savings plan, deferred compensation and pension plan (if applicable), voluntary benefits (including homeowners, auto and pet insurance) and company service awards.
|
•
|
on the last day of the last month of your last day paid, including separation pay, and has made any required contributions
:
medical, dental, and vision (if applicable); basic, supplemental and dependent life insurance, and accidental death and dismemberment insurance, group legal, employee assistance program (EAP)and Flexible Spending Accounts, if applicable.
|
A.
|
Vacation - Vacation pay will be paid in accordance with the provisions of the Vacation Human Resource Guideline 2002
.
|
B.
|
Disability Benefits - There is no conversion privilege for short term disability benefits. However, Executive Long Term Disability can be continued if the employee chooses to do so and applies and pays for the first premium within 60 days of their last day worked. At the time of termination, a conversion option is available to participants enrolled in Executive LTD to convert the Executive LTD group benefit and also continue the Individual
Executive LTD portion of the benefit. The group Executive LTD benefit may be converted at
group conversion rates determined by the insurance company up to certain guaranteed maximum benefit amounts, provided the employee has been covered by the plan for the last 12 months
.
When these policies are continued, the employee is required to pay the premiums directly to the insurance company. Lindberg & Ripple, the insurance agents handling the Executive LTD plan, can provide more conversion information at (860)761-9790.
|
C.
|
Basic & Supplemental Life Insurance/AD&D
-
All employees receiving separation pay will remain enrolled in the active Basic and Supplemental employee and dependent life insurance and AD&D plans in which they were enrolled on their last day worked through the end of the month of the last day paid, including separation pay, provided they make the necessary Supplemental Life/AD&D contributions. Employees may convert and/or port their active life insurance coverage to an individual policy within 31 days of their coverage end date, according to the terms of the insurance plan. There is a conversion option under the Basic and Supplemental Life insurance plans. There is also a portability option (with more favorable rates) under the Supplemental Life plan only. Conversion and Portability forms are available on uCentral.
|
D.
|
Executive Life - (MICP Level 4 and above) - The company will continue paying the Executive Life premiums until the end of the calendar quarter coincident with or following the last day paid. At that time, eligible employees can discuss continuation alternatives with Lindberg & Ripple, the insurance agent handling this Executive Life plan. For more information, call Lindberg & Ripple at (860)761-9790
.
If the employee qualifies for a final retirement funding payment under the terms of the Executive Life insurance plan, the company will make this payment according to the retirement terms of the Executive Life
Insurance plan based on your age and years of service.
|
E.
|
Medical, Dental, and Vision Care - All employees receiving separation pay will remain enrolled in the active medical, dental and vision insurance plans in which they were enrolled on the last day worked through the end of the month of the last day paid, including separation pay, provided they make the necessary contributions.
|
F.
|
Pensions - Employees who are pension plan participants and are at least 55 with at least 10 years of service as of their last day worked are eligible to retire
.
|
G.
|
Company cars - Company issued vehicle
s
must be returned by the employee's last day worked, e
x
cluding any e
x
tended employment period
.
I
n the alternative, the employee may purchase the vehicle from the Company for the wholesale market value price
s
et by the Company
.
|
H.
|
Stock Option Plan Exercise Periods - At the discretion of the Senior Vice President of Human Resources
,
employees will have 180 days plus 2 calendar months to exerci
s
e any elig
i
ble shares, under the terms of the Stock Option Plan. These t
i
me frames do not apply to any stock options for
"
retirees" or those granted by Black & Decker, Inc.
|
I
.
|
MICP Payments - Employees will receive a share pro-rated through their last day worked
in an amount determined by the Senior Vice President of Human Resources in his/her sole discretion
.
|
J.
|
Retirement Account Plan (RAP)and Supplemental RAP- A salaried employee who
s
e employment is terminated will receive from any plan those funds in which he or she is entitled to under the terms of the plan. Core allocations are credited quarterly provided active employment on last day of the calendar quarter.
|
K.
|
Unemployment Compensation - Consistent with the applicable State laws, the Company should not accept unemployment compensation charges for employees who resign or who are discharged for cause (that is, violation(s) of reasonable rule(s) of conduct).
|
A.
|
Applicability of Appeals Procedure - The
a
ppeals p
r
ocedure set forth in this Section may be employed only for the purposes specified in this Section
.
|
B.
|
Procedure for Appeals - An employee whose claim for benefits under this Policy is denied in whole or in part may submit a written request to the Separation Pay Policy Plan Administrator at 1000 Stanley Drive, New Britain, CT 06053 for reconsideration within 60 days after receiving notice that he or she is deemed ineligible for benefits under this Policy.
|
C.
|
Benefits Payable After Appeal -In the event that an appeal with respect to entitlement to a benefit is decided in favor of an employee, the benefit will be paid to him or her within 30 days of receiving written notice from the Separation Pay Policy Plan Administrator
.
|
•
|
Examination, without charge, in the officer of the Administrator of the Plan, all Plan documents, including copies of all documents which may be filed by the Plan with the U.S. Department of Labor, such as annual reports and Plan descriptions;
|
•
|
Obtain copies of all documents governing the operation of the Plan and other Plan information upon written request to the Administrator of the Plan. The Administrator of the Plan may make reasonable charges for copies;
|
•
|
Receive a s
u
mmary o
f
any
f
inanc
i
a
l
repor
t
s.
I
f such a summary is required by
l
aw, the Plan Admi
n
i
s
t
rator wi
ll
aut
o
matica
ll
y furni
s
h
e
a
c
h
pa
r
ticipa
n
t wit
h
a copy of the
s
umma
r
y annua
l
report.
|
•
|
Your employer will change from Black & Decker, Inc. to Emhart Teknologies, LLC;
|
•
|
You will be a participant in the Management Incentive Compensation Program for the Engineered Fastening Business (Level 1A) for the 2016 Fiscal Year, with a target bonus equal to 70% of your base salary and a maximum bonus equal to 140% of your base salary;
|
•
|
For performance periods beginning with the 2016 fiscal year, you will participate in the Long-Term Performance Award program as a Level 1A employee, with a target opportunity of 70% of your base salary and a 140% of base salary maximum payout.
|
•
|
The Company will reimburse your reasonable cost for Connecticut housing for up to 24 months, until you and your family move to Connecticut, and will assist with your relocation from Maryland to Connecticut pursuant to the Company’s standard relocation policy.
|
•
|
You will continue to receive the transition benefits through December 31, 2017, and, except as modified above, the other benefits set forth in my letter of December 22, 2014.
|
|
Threshold
|
Target
|
Max
|
% of Pay
|
<VALUE1>
|
<VALUE2>
|
<VALUE3>
|
# PS
|
<NUMBER1>
|
<NUMBER2>
|
<NUMBER3>
|
1.
|
Time and Manner of Settlement.
As soon as practicable following completion of the applicable Measurement Period, and assuming that the Threshold Performance Goals are achieved and employment requirements are satisfied, the Company shall issue a number of Shares to the Participant, in settlement of the Participant’s Performance Award, equal to (i) the number of Shares specified in the Award Letter to be issued based upon the Performance Goals achieved plus (ii) in the event performance falls between the Threshold and Target or Target and Maximum Goals as specified in the Award Documents, a pro rata number of Shares calculated as follows (rounded to the closest whole number):
|
2.
|
Vesting; form of settlement.
Performance Awards will become vested on the Settlement Date to the extent that the applicable performance metrics have been achieved and provided that the participant is continuously employed by the Company until such time. Performance Awards will be settled in shares of Company common stock as soon as practicable following the end of the Measurement Period. Performance Awards will be settled in the form of Unrestricted Stock.
|
3.
|
Rights of a Shareholder.
The Participant shall not have any rights of a shareholder with respect to the Performance Awards or any Shares issued in settlement thereof prior to the Settlement Date.
|
4.
|
Transferability.
Transferability shall be as set forth in the Plan.
|
5.
|
Adjustments.
Notwithstanding any other provision hereof, the Committee shall have authority to make adjustments in the terms and conditions of, and the criteria included in, Performance Awards granted hereunder, as set forth in the Plan.
|
6.
|
Miscellaneous.
The Committee shall have full authority to administer the Performance Awards and to interpret the terms of the Award Documents, which authority includes the authority to waive certain conditions in appropriate circumstances. All decisions or interpretations of the Committee with respect to any question arising in respect of the Performance Awards shall be binding, conclusive and final. The waiver by the Company of any provision of this document or any other Award document shall not operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision of this document or any other Award document. The validity and construction of the terms of this document and any other Award document shall be governed by the laws of the State of Connecticut. The terms and conditions set forth in this document and any other Award document are subject in all respects to the terms and conditions of the Plan, which shall be controlling. The Participant agrees to execute such other agreements, documents or assignments as may be necessary or desirable to effect the purposes hereof.
|
7.
|
Unfunded Arrangement.
The Performance Awards represented in the Award Documents constitute an unfunded unsecured promise of the Company and the rights of the Participant in respect of the Performance Awards are no greater than the rights of an unsecured creditor of the Company.
|
8.
|
Capitalized Terms.
The following capitalized terms shall have the meaning set forth below for purposes of this Letter. All other capitalized terms used in this document shall have the meanings set forth in the Plan.
|
|
Fiscal Year
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings from continuing operations before income taxes and non-controlling interest
|
$
|
1,150.8
|
|
|
$
|
1,084.8
|
|
|
$
|
587.6
|
|
|
$
|
533.1
|
|
|
$
|
666.1
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
180.4
|
|
|
177.2
|
|
|
160.1
|
|
|
144.0
|
|
|
140.4
|
|
|||||
Portion of rents representative of interest factor
|
12.0
|
|
|
13.6
|
|
|
14.6
|
|
|
14.4
|
|
|
14.6
|
|
|||||
Distributed income of equity investees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|||||
Income as adjusted
|
$
|
1,343.2
|
|
|
$
|
1,275.6
|
|
|
$
|
762.3
|
|
|
$
|
691.5
|
|
|
$
|
823.9
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
180.4
|
|
|
$
|
177.2
|
|
|
$
|
160.1
|
|
|
$
|
144.0
|
|
|
$
|
140.4
|
|
Portion of rents representative of interest factor
|
12.0
|
|
|
13.6
|
|
|
14.6
|
|
|
14.4
|
|
|
14.6
|
|
|||||
Fixed charges
|
$
|
192.4
|
|
|
$
|
190.8
|
|
|
$
|
174.7
|
|
|
$
|
158.4
|
|
|
$
|
155.0
|
|
Ratio of earnings to fixed charges
|
7.0
|
|
|
6.7
|
|
|
4.4
|
|
|
4.4
|
|
|
5.3
|
|
|
|
Jurisdiction of Incorporation/
|
Corporate Name
|
|
Organization
|
Domestic Subsidiaries
|
|
United States
|
AeroScout LLC
|
|
Delaware
|
AeroScout (US)LLC
|
|
Delaware
|
Asia Fastening (US), Inc.
|
|
Delaware
|
BD Abrasive LLC
|
|
Delaware
|
B&D Holdings, LLC
|
|
Maryland
|
BDK Faucet Holdings Inc.
|
|
Delaware
|
Black & Decker (Ireland) Inc.
|
|
Delaware
|
Black & Decker (U.S.) Inc.
|
|
Maryland
|
Black & Decker de Panama LLC
|
|
Maryland
|
Black & Decker Funding Corporation
|
|
Delaware
|
Black & Decker Group, LLC
|
|
Delaware
|
Black & Decker Healthcare Management Inc.
|
|
Maryland
|
Black & Decker Holdings, LLC
|
|
Delaware
|
Black & Decker Inc.
|
|
Delaware
|
Black & Decker India Inc.
|
|
Maryland
|
Black & Decker Investment Company, LLC
|
|
Delaware
|
Black & Decker Investments (Australia) Limited
|
|
Maryland
|
Black & Decker Investments LLC
|
|
Maryland
|
Black & Decker Mexfin LLC
|
|
Delaware
|
Black & Decker Puerto Rico Inc.
|
|
Delaware
|
Black & Decker Shelbyville, LLC
|
|
Kentucky
|
Bostitch-Holding, L.L.C.
|
|
Delaware
|
CLP2 GP, LLC
|
|
Delaware
|
CRC-Evans International Holdings, Inc.
|
|
Delaware
|
CRC-Evans International, Inc.
|
|
Delaware
|
CRC-Evans Pipeline International, Inc.
|
|
Delaware
|
CRC-Evans Welding Services, Inc.
|
|
Delaware
|
Devilbiss Air Power Company
|
|
Delaware
|
Emglo Products, LLC
|
|
Maryland
|
Emhart Harttung Inc.
|
|
Delaware
|
Emhart Teknologies LLC
|
|
Delaware
|
Hardware City Associates Limited Partnership
|
|
Connecticut
|
Infastech Decorah, LLC
|
|
Delaware
|
Infologix - DDMS, Inc.
|
|
Delaware
|
InfoLogix Systems Corporation
|
|
Delaware
|
Infologix, Inc.
|
|
Delaware
|
Jafford LLC
|
|
Maryland
|
JennCo1, Inc.
|
|
Delaware
|
Microalloying International, Inc.
|
|
Delaware
|
Newfrey LLC
|
|
Delaware
|
Pacom Systems (North America) Inc.
|
|
Delaware
|
PIH U.S., Inc.
|
|
Alabama
|
Porter-Cable Argentina, LLC
|
|
Minnesota
|
RIGHTCO II, LLC
|
|
Delaware
|
Domestic Subsidiaries (continued)
|
|
|
Sargent & Greenleaf, Inc.
|
|
Indiana
|
SBD Cayman LLC
|
|
Delaware
|
SBD Insurance, Inc.
|
|
Connecticut
|
SBD Property Holdings, LLC
|
|
Delaware
|
SecurityCo Solutions, Inc.
|
|
Delaware
|
Spiralock Corporation
|
|
Michigan
|
Stanley Access Technologies LLC
|
|
Delaware
|
Stanley Atlantic LLC
|
|
Delaware
|
Stanley Black & Decker Cayman Holdings, Inc.
|
|
Delaware
|
Stanley Black & Decker Chile, L.L.C.
|
|
Delaware
|
Stanley Black & Decker, Inc.
|
|
Connecticut
|
Stanley Canada Holdings, L.L.C.
|
|
Delaware
|
Stanley Convergent Security Solutions, Inc.
|
|
Delaware
|
Stanley European Holdings, L.L.C.
|
|
Delaware
|
Stanley Fastening Systems, L.P.
|
|
Delaware
|
Stanley Housing Fund, Inc.
|
|
Delaware
|
Stanley Industrial & Automotive, LLC
|
|
Delaware
|
Stanley Inspection, L. L. C.
|
|
Delaware
|
Stanley International Holdings, Inc.
|
|
Delaware
|
Stanley Inspection US, L.L.C.
|
|
Alabama
|
Stanley Logistics, L.L.C.
|
|
Delaware
|
Stanley Pipeline Inspection, L.L.C.
|
|
Delaware
|
Stanley Security Solutions, Inc.
|
|
Indiana
|
Stanley Supply & Services, Inc.
|
|
Massachusetts
|
The Black & Decker Corporation
|
|
Maryland
|
The Farmington River Power Company
|
|
Connecticut
|
View Technologies
|
|
Delaware
|
Zag USA, Inc.
|
|
Delaware
|
International Subsidiaries
|
|
Jurisdiction of Incorporation/
Organization
|
Black & Decker Argentina S.A.
|
|
Argentina
|
Black & Decker Distribution PTY. LTD
|
|
Australia
|
Black & Decker Finance (Australia) Ltd.
|
|
Australia
|
Black & Decker Holdings (Australia) Pty. Ltd.
|
|
Australia
|
Black & Decker No. 4 Pty. Ltd.
|
|
Australia
|
Infastech (Australia) PTY Limited
|
|
Australia
|
Pacom Systems Pty Limited
|
|
Australia
|
Powers Fasteners Australasia Pty Limited
|
|
Australia
|
Powers Fasteners Australia Limited
|
|
Australia
|
Powers Rawl Pty. Ltd.
|
|
Australia
|
Rawl Australasia Pty. Ltd.
|
|
Australia
|
Rawlplug Unit Trust
|
|
Australia
|
SBDK Australia GP
|
|
Australia
|
Stanley Black & Decker Australia Pty Ltd
|
|
Australia
|
Stanley Black & Decker Holdings Australia Pty Ltd.
|
|
Australia
|
Stanley Security Solutions Australia Pty Ltd
|
|
Australia
|
The Stanley Works Pty. Ltd.
|
|
Australia
|
Stanley Black & Decker Austria GmbH
|
|
Austria
|
Facom Belgie BVBA
|
|
Belgium
|
General Protection BVBA
|
|
Belgium
|
Stanley Black & Decker Belgium BVBA
|
|
Belgium
|
Stanley Black & Decker Latin American Holding BVBA
|
|
Belgium
|
Stanley Black & Decker Logistics BVBA
|
|
Belgium
|
Stanley Europe BVBA
|
|
Belgium
|
Stanley Security Belgium BVBA
|
|
Belgium
|
Stanley Security Europe BVBA
|
|
Belgium
|
Black & Decker do Brasil Ltda.
|
|
Brazil
|
CRC-Evans PIH Serviços De Tubulação Do Brasil Ltda
|
|
Brazil
|
M.HART do Brasil Ltda.
|
|
Brazil
|
Refal Industria e Comercio de Rebites e Rebitadeiras Ltda.
|
|
Brazil
|
Spiralock do Brasil, Ltda.
|
|
Brazil
|
CRC-Evans Canada LTD.
|
|
Canada
|
First National AlarmCap LP/Premiere Societe en Commandite Nationale Alarmcap
|
|
Canada
|
Mac Tools Canada Inc.
|
|
Canada
|
Microtec Enterprises, Inc.
|
|
Canada
|
Mont-Hard (Canada) Inc.
|
|
Canada
|
Stanley Black & Decker Canada Corporation
|
|
Canada
|
Stanley CLP2
|
|
Canada
|
Stanley CLP3
|
|
Canada
|
Stanley Inspection Canada Ltd
|
|
Canada
|
XMARK Corporation
|
|
Canada
|
Besco Investment Group Co. Ltd.
|
|
Cayman Islands
|
Black & Decker (Cayman) Finance Limited
|
|
Cayman Islands
|
Black & Decker Manufacturing, Distribution & Global Purchasing Holdings LP
|
|
Cayman Islands
|
Chiro (Cayman) Holdings Ltd.
|
|
Cayman Islands
|
Jointech Corporation, LTD.
|
|
Cayman Islands
|
SBD Holdings Cayman, LP
|
|
Cayman Islands
|
Wintech Corporation Limited
|
|
Cayman Islands
|
Maquinas y Herramientas Black & Decker de Chile S.A.
|
|
Chile
|
Anzi Masterfix Tool Limited Liability Company
|
|
China
|
International Subsidiaries (continued)
|
|
|
Besco Machinery Industry (Zhejiang) Co., Ltd.
|
|
China
|
Black & Decker (Suzhou) Co., LTD.
|
|
China
|
Black & Decker (Suzhou) Power Tools Co., LTD.
|
|
China
|
Black & Decker (Suzhou) Precision Manufacturing Co., LTD.
|
|
China
|
Black & Decker Asia Based Enterprises
|
|
China
|
Black & Decker SSC CO., LTD.
|
|
China
|
Guangzhou Emhart Fastening System Co., LTD.
|
|
China
|
Hefei INTACA Science & Technology Development Co., Ltd.
|
|
China
|
Infastech (Shenzhen) Limited
|
|
China
|
Infastech Fastening Systems (Wuxi) Limited
|
|
China
|
Jiangsu Guoqiang Tools Co., Ltd.
|
|
China
|
Jiangsu Tongfeng Hardware Co., Ltd.
|
|
China
|
Powers Shanghai Trading Ltd.
|
|
China
|
Quingdao Sungun Power Tool Co., Ltd
|
|
China
|
Shanghai Eastern Iron Hardware Co., Ltd.
|
|
China
|
Stanley Black & Decker Precision Manufacturing (Shenzhen) Co., Ltd.
|
|
China
|
Shanghai Emhart Fastening Systems LTD.
|
|
China
|
Stanley GMT Hardware Co., Ltd.
|
|
China
|
Stanley Works(Wendeng) Tools Co., Ltd.
|
|
China
|
The Stanley Works (Langfang) Fastening Systems Co., Ltd.
|
|
China
|
The Stanley Works (Shanghai) Co., Ltd.
|
|
China
|
The Stanley Works (Shanghai) Management Co., Ltd.
|
|
China
|
The Stanley Works (Zhejiang) Industrial Tools Co., Ltd.
|
|
China
|
The Stanley Works (Zhongshan) Tool Co., Ltd.
|
|
China
|
Black & Decker de Colombia S.A.S.
|
|
Colombia
|
Black and Decker de Costa Rica Limitada
|
|
Costa Rica
|
Black & Decker (Czech) s.r.o.
|
|
Czech Republic
|
Stanley Black & Decker Czech Republic s.r.o.
|
|
Czech Republic
|
Tucker S.R.O.
|
|
Czech Republic
|
Emhart Harttung A/S
|
|
Denmark
|
Stanley Security Denmark ApS
|
|
Denmark
|
Black & Decker del Ecuador S.A.
|
|
Ecuador
|
Stanley Black & Decker Finland Oy
|
|
Finland
|
Stanley Security Oy
|
|
Finland
|
Avdel France SAS
|
|
France
|
BGI Distribution S.A.S.
|
|
France
|
Black & Decker Finance SAS
|
|
France
|
Bost Garnache Industries S.A.S.
|
|
France
|
Dubuis et Cie S.A.S.
|
|
France
|
Emhart Fastening & Assembly SNC
|
|
France
|
Facom Holding S.A.S.
|
|
France
|
Facom S.A.S.
|
|
France
|
Novia SWK S.A.S.
|
|
France
|
Piole Parolai Equipement S.A.S.
|
|
France
|
Pro One Finance S.A.S.
|
|
France
|
Societe Miniere et Commerciale S.A.S
|
|
France
|
Stanley Black & Decker France S.A.S.
|
|
France
|
Stanley Black et Decker France Services S.A.S.
|
|
France
|
Stanley Healthcare Solutions France Sàrl
|
|
France
|
Stanley Security France SAS
|
|
France
|
Stanley Tools S.A.S.
|
|
France
|
International Subsidiaries (continued)
|
|
|
Avdel Deutschland GmbH
|
|
Germany
|
B.B.W. Bayrische Bohrerwerke G.m.b.H.
|
|
Germany
|
Black & Decker Holdings GmbH
|
|
Germany
|
Black & Decker International Holdings B.V. & CO. KG
|
|
Germany
|
Horst Sprenger GmbH Recycling-tools
|
|
Germany
|
SETEC Vertriebsgesellschaft für Brand- und Einbruchmeldesysteme mbH
|
|
Germany
|
Stanley Black & Decker Deutschland GmbH
|
|
Germany
|
Stanley Security Deutschland Administration GmbH
|
|
Germany
|
Stanley Security Deutschland GmbH
|
|
Germany
|
Stanley Security Deutschland Holdings GmbH
|
|
Germany
|
Tucker GmbH
|
|
Germany
|
Stanley Black & Decker (Hellas) EPE
|
|
Greece
|
Avdel Holdings (Hong Kong) Limited
|
|
Hong Kong
|
BDC International Limited
|
|
Hong Kong
|
BD Precision (Hong Kong) Limited
|
|
Hong Kong
|
BD SUZHOU (Hong Kong) Limited
|
|
Hong Kong
|
BD SUZHOU POWER TOOLS (Hong Kong) Limited
|
|
Hong Kong
|
BD XIAMEN (Hong Kong) Limited
|
|
Hong Kong
|
Black & Decker Hong Kong Limited
|
|
Hong Kong
|
Emhart Guangzhou (Hong Kong) Limited
|
|
Hong Kong
|
Hangtech Limited
|
|
Hong Kong
|
Infastech (China) Limited
|
|
Hong Kong
|
Infastech Company Limited
|
|
Hong Kong
|
Niscayah Asia Ltd
|
|
Hong Kong
|
Niscayah Investments Ltd
|
|
Hong Kong
|
Stanley Black & Decker Hungary Korlatolt Felelossegu Tarsasag
|
|
Hungary
|
Stanley Finance Hungary Group Financing Limited Liability Company
|
|
Hungary
|
Avfast (India) Pvt. Ltd.
|
|
India
|
Infastech Fastening Technologies India Private Limited
|
|
India
|
Stanley Black & Decker India Limited
|
|
India
|
Stanley Engineered Fastening India Private Limited
|
|
India
|
Stanley Security Solutions India Private Limited
|
|
India
|
Stanley Works (India) Private Limited
|
|
India
|
PT Stanley Black & Decker
|
|
Indonesia
|
Baltimore Financial Services Company
|
|
Ireland
|
Baltimore Insurance Limited
|
|
Ireland
|
BELCO Investments Company
|
|
Ireland
|
Black & Decker International Finance 1 Limited
|
|
Ireland
|
Black & Decker International Finance 3 Limited
|
|
Ireland
|
Chesapeake Falls Holdings Company
|
|
Ireland
|
Gamrie Limited
|
|
Ireland
|
SBD European Investment
|
|
Ireland
|
SBD European Security International
|
|
Ireland
|
SBD European Security Investment
|
|
Ireland
|
SBD Infastech 1
|
|
Ireland
|
SBD Infastech 2
|
|
Ireland
|
SBD Infastech 3
|
|
Ireland
|
Stanley Black & Decker Finance Unlimited Company
|
|
Ireland
|
Stanley Black & Decker International Finance 1 Limited
|
|
Ireland
|
Stanley Black & Decker International Finance 2
|
|
Ireland
|
Stanley Black & Decker International Finance 3
|
|
Ireland
|
Stanley Black & Decker International Finance 4
|
|
Ireland
|
International Subsidiaries (continued)
|
|
|
Stanley Black & Decker International Finance 5
|
|
Ireland
|
Stanley Black & Decker Ireland
|
|
Ireland
|
Stanley Black & Decker Latin American Investment
|
|
Ireland
|
Stanley Security Limited
|
|
Ireland
|
AeroScout Ltd.
|
|
Israel
|
The Stanley Works Israel Ltd.
|
|
Israel
|
Avdel Italia S.r.l.
|
|
Italy
|
DeWalt Industrial Tools S.p.A.
|
|
Italy
|
Stanley Black & Decker Italia S.r.l.
|
|
Italy
|
SWK Utensilerie S.r.l.
|
|
Italy
|
Nippon Pop Rivets & Fasteners, LTD.
|
|
Japan
|
Infastech (Korea) Limited
|
|
Korea, Republic of
|
Black & Decker (OVERSEAS) GmbH
|
|
Liechtenstein
|
Asia Fastening (Cayman) S.à r.l.
|
|
Luxembourg
|
Black & Decker Asia Manufacturing Holdings 1 S.a.r.l.
|
|
Luxembourg
|
Black & Decker Asia Manufacturing Holdings 2 S.a.r.l.
|
|
Luxembourg
|
Black & Decker Global Holdings S.a.r.l.
|
|
Luxembourg
|
Black & Decker International Holdings S.A.R.L
|
|
Luxembourg
|
Black & Decker Limited S.A.R.L.
|
|
Luxembourg
|
Black & Decker Luxembourg Finance S.C.A.
|
|
Luxembourg
|
Black & Decker Luxembourg S.A.R.L.
|
|
Luxembourg
|
Black & Decker TransAsia S.a.r.l.
|
|
Luxembourg
|
Chesapeake Investments Company S.A.R.L.
|
|
Luxembourg
|
Global Fastening (Cayman) S.à r.l.
|
|
Luxembourg
|
Infastech S.à r.l.
|
|
Luxembourg
|
Global Fastening (Luxembourg) S.a.r.l.
|
|
Luxembourg
|
SBD European Security Holdings S.à.r.l.
|
|
Luxembourg
|
Stanley Black & Decker Partnership Japan
|
|
Luxembourg
|
SBD Niscayah S.a.r.l.
|
|
Luxembourg
|
Black & Decker Macao Commercial Offshore Limited
|
|
Macao
|
Black & Decker Asia Pacific (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
CRC-Evans Pipeline International Sdn.Bhd.
|
|
Malaysia
|
Infastech (Labuan) Limited
|
|
Malaysia
|
Infastech (Malaysia) Sdn Bhd
|
|
Malaysia
|
Infastech Holdings (Malaysia) Sdn Bhd
|
|
Malaysia
|
Stanley Security Malaysia Sdn Bhd
|
|
Malaysia
|
Stanley Works (Malaysia) Sdn Bhd
|
|
Malaysia
|
Black & Decker de Reynosa, s. de r.l . de c.v.
|
|
Mexico
|
Black & Decker, S.A. de c.v.
|
|
Mexico
|
DeWalt Industrial Tools, S.A. de C.V.
|
|
Mexico
|
Grupo Black & Decker MEXICO, s. de r.l . de c.v.
|
|
Mexico
|
Herramientas Stanley S.A. de c.v.
|
|
Mexico
|
Stanley-Bostitch Servicios s. de r.l . de c.v.
|
|
Mexico
|
Stanley-Bostitch, S.A. de c.v.
|
|
Mexico
|
Black & Decker Far East Holdings B.V.
|
|
Netherlands
|
Black & Decker Hardware Holdings B.V.
|
|
Netherlands
|
Black & Decker Holdings B.V.
|
|
Netherlands
|
Chiro Tools Holdings B.V.
|
|
Netherlands
|
Emhart Teknologies B.V.
|
|
Netherlands
|
Interfast B.V.
|
|
Netherlands
|
Stanley Black & Decker Asian Holdings B.V.
|
|
Netherlands
|
Stanley Black & Decker Netherlands B.V.
|
|
Netherlands
|
International Subsidiaries (continued)
|
|
|
Stanley European Holdings B.V.
|
|
Netherlands
|
Stanley European Holdings II B.V.
|
|
Netherlands
|
Stanley Israel Investments B.V.
|
|
Netherlands
|
Stanley Security Alarmcentrale B.V.
|
|
Netherlands
|
Stanley Security Nederland B.V.
|
|
Netherlands
|
Stanley Works Holdings B.V.
|
|
Netherlands
|
Stanley Black & Decker NZ Limited
|
|
New Zealand
|
Stanley Black & Decker Norway AS
|
|
Norway
|
Stanley Security Holdings AS
|
|
Norway
|
Stanley Security AS
|
|
Norway
|
Black & Decker de Panama, S. de R.L.
|
|
Panama
|
Emhart Panama, S.A.
|
|
Panama
|
SBD Panama Investments LLC
|
|
Panama
|
SBD Panama LLC
|
|
Panama
|
Black & Decker del Peru S.A.
|
|
Peru
|
Masterfix Poland Ltd. Sp. z.o.o.
|
|
Poland
|
Stanley Black & Decker Polska Sp. z o.o.
|
|
Poland
|
Stanley Fastening Systems Poland Sp. z o.o.
|
|
Poland
|
Stanley Security Portugal, Unipessoal, Lda
|
|
Portugal
|
Stanley Black & Decker Limited Liability Company
|
|
Russian Federation
|
Aeroscout (Singapore) Pte. Ltd.
|
|
Singapore
|
Bellwether Capital Private Limited
|
|
Singapore
|
Black & Decker Asia Pacific Pte. Ltd.
|
|
Singapore
|
Infastech (Singapore) Pte. Ltd.
|
|
Singapore
|
Infastech Intellectual Properties Pte. Ltd.
|
|
Singapore
|
Infastech Receivables Company Pte Ltd
|
|
Singapore
|
Joint Prosperity Investment Private Limited
|
|
Singapore
|
Stanley Security Singapore Pte Ltd
|
|
Singapore
|
Stanley Works Asia Pacific Pte. Ltd.
|
|
Singapore
|
Visiocom International Pte Ltd
|
|
Singapore
|
Stanley Black & Decker Slovakia s.r.o.
|
|
Slovakia
|
Cooperheat of Africa (Pty) Ltd
|
|
South Africa
|
De-Tect Unit Inspection(Pty) Ltd
|
|
South Africa
|
Oceaneering Heat Treatment Services (Pty) Ltd
|
|
South Africa
|
Unit Inspection (International) (PTY) Ltd
|
|
South Africa
|
Unit Inspection Property (Pty) Ltd
|
|
South Africa
|
Avdel Spain SA
|
|
Spain
|
Pacom Systems Espana SL
|
|
Spain
|
Stanley Black & Decker Iberica, S.L.
|
|
Spain
|
SBD Holding AB
|
|
Sweden
|
Niscayah Group AB
|
|
Sweden
|
Niscayah Teknik AB
|
|
Sweden
|
Pacom Group AB
|
|
Sweden
|
Stanley Black & Decker Sweden AB
|
|
Sweden
|
Stanley Security Sverige AB
|
|
Sweden
|
Emhart GmbH
|
|
Switzerland
|
Sargent & Greenleaf S.A.
|
|
Switzerland
|
Stanley Black & Decker Holding GmbH
|
|
Switzerland
|
Stanley Black & Decker Sales GmbH
|
|
Switzerland
|
Stanley Security Switzerland Sàrl
|
|
Switzerland
|
Stanley Works (Europe) GmbH
|
|
Switzerland
|
Besco Pneumatic Corporation
|
|
Taiwan
|
Fastener Jamher Taiwan Inc.
|
|
Taiwan
|
International Subsidiaries (continued)
|
|
|
Stanley Chiro International Ltd
|
|
Taiwan
|
Stanley Fastening Systems Investment (Taiwan) Co.
|
|
Taiwan
|
Stanley Security Solutions Taiwan Ltd.
|
|
Taiwan
|
Black & Decker (Thailand) Limited
|
|
Thailand
|
Emhart Teknologies (Thailand) LTD.
|
|
Thailand
|
Infastech Thai Company Limited
|
|
Thailand
|
PIH (Thailand) Company Limited
|
|
Thailand
|
Stanley Works Limited
|
|
Thailand
|
Stanley Black & Decker Turkey Alet retim, Sanayi ve Ticaret Limited
|
|
Turkey
|
Alkhaja Pimex LLC
|
|
United Arab Emirates
|
Stanley Middle East FZE
|
|
United Arab Emirates
|
Avdel Holding Limited
|
|
United Kingdom
|
Avdel UK Limited
|
|
United Kingdom
|
Aven Tools Limited
|
|
United Kingdom
|
Bandhart
|
|
United Kingdom
|
Bandhart Overseas
|
|
United Kingdom
|
Black & Decker
|
|
United Kingdom
|
Black & Decker Europe
|
|
United Kingdom
|
Black & Decker Finance
|
|
United Kingdom
|
Black & Decker International
|
|
United Kingdom
|
Black & Decker International Finance (UK) Limited
|
|
United Kingdom
|
Black & Decker International Finance Holdings (UK) Limited
|
|
United Kingdom
|
CRC-Evans Offshore Limited
|
|
United Kingdom
|
Dewalt Industrial Power Tool Company Ltd.
|
|
United Kingdom
|
ELU Powers Tools Ltd
|
|
United Kingdom
|
Emhart International Limited
|
|
United Kingdom
|
Global Project (Services) Limited
|
|
United Kingdom
|
Meta Vision Systems Limited
|
|
United Kingdom
|
Niscayah Holdings Limited
|
|
United Kingdom
|
PIH Holdings Limited
|
|
United Kingdom
|
PIH Services Limited
|
|
United Kingdom
|
Pipeline Induction Heat Limited
|
|
United Kingdom
|
Stanley Black & Decker Innovations Limited
|
|
United Kingdom
|
Stanley Black & Decker UK Holdings Limited
|
|
United Kingdom
|
Stanley Black & Decker UK Limited
|
|
United Kingdom
|
Stanley Security Solutions (NI) Limited
|
|
United Kingdom
|
Stanley Security Solutions Limited
|
|
United Kingdom
|
Stanley Security Solutions-Europe Limited
|
|
United Kingdom
|
Stanley U.K. Holding Ltd.
|
|
United Kingdom
|
Stanley UK Acquisition Company Limited
|
|
United Kingdom
|
Stanley UK Services Limited
|
|
United Kingdom
|
SWK (U.K.) Holding Limited
|
|
United Kingdom
|
SWK (UK) Limited
|
|
United Kingdom
|
The Stanley Works Limited
|
|
United Kingdom
|
Tucker Fasteners Limited
|
|
United Kingdom
|
Universal Inspection Systems Limited
|
|
United Kingdom
|
Black & Decker de Venezuela, C.A.
|
|
Venezuela
|
Black & Decker Holdings de Venezuela, C.A.
|
|
Venezuela
|
Besco Investment Holdings Ltd.
|
|
Virgin Islands, British
|
Infastech/Tri-Star Limited
|
|
Virgin Islands, British
|
PIH Services ME Ltd.
|
|
Virgin Islands, British
|
Stanley Works China Investments Limited
|
|
Virgin Islands, British
|
•
|
Registration Statement (Form S-8 No. 2-93025)
|
•
|
Registration Statement (Form S-8 No. 2-96778)
|
•
|
Registration Statement (Form S-8 No. 2-97283)
|
•
|
Registration Statement (Form S-8 No. 33-16669)
|
•
|
Registration Statement (Form S-8 No. 33-55663)
|
•
|
Registration Statement (Form S-8 No. 33-62565)
|
•
|
Registration Statement (Form S-8 No. 33-62575)
|
•
|
Registration Statement (Form S-8 No. 333-42346)
|
•
|
Registration Statement (Form S-8 No. 333-42582)
|
•
|
Registration Statement (Form S-8 No. 333-64326)
|
•
|
Registration Statement (Form S-8 No. 333-162956)
|
•
|
Registration Statement (Form S-4 No. 333-163509)
|
•
|
Registration Statement (Form S-8 No. 333-165454)
|
•
|
Registration Statement (Form S-8 No. 333-179699)
|
•
|
Registration Statement (Form S-8 No. 333-190267)
|
•
|
Registration Statement (Form S-3 No. 333-207522)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ John F. Lundgren
|
|
Chairman and Chief Executive Officer
|
|
February 17, 2016
|
|
John F. Lundgren
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Andrea J. Ayers
|
|
Director
|
|
February 17, 2016
|
|
Andrea J. Ayers
|
|
|
|
|
|
|
|
|
|||
/s/ George W. Buckley
|
|
Director
|
|
February 17, 2016
|
|
George W. Buckley
|
|
|
|
|
|
|
|
|
|||
/s/ Patrick D. Campbell
|
|
Director
|
|
February 17, 2016
|
|
Patrick D. Campbell
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Carlos M. Cardoso
|
|
Director
|
|
February 17, 2016
|
|
Carlos M. Cardoso
|
|
|
|
|
|
|
|
|
|||
/s/ Robert B. Coutts
|
|
Director
|
|
February 17, 2016
|
|
Robert B. Coutts
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Debra A. Crew
|
|
Director
|
|
February 17, 2016
|
|
Debra A. Crew
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Benjamin H. Griswold, IV
|
|
Director
|
|
February 17, 2016
|
|
Benjamin H. Griswold, IV
|
|
|
|
|
|
|
|
|
|||
/s/ Anthony Luiso
|
|
Director
|
|
February 17, 2016
|
|
Anthony Luiso
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Marianne M. Parrs
|
|
Director
|
|
February 17, 2016
|
|
Marianne M. Parrs
|
|
|
|
|
|
|
|
|
|
||
/s/ Robert L. Ryan
|
|
Director
|
|
February 17, 2016
|
|
Robert L. Ryan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John F. Lundgren
|
Date:
|
February 19, 2016
|
John F. Lundgren
|
|
|
Chairman and Chief Executive Officer
|
|
|
/s/ Donald Allan Jr.
|
Date:
|
February 19, 2016
|
Donald Allan Jr.
|
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ John F. Lundgren
|
John F. Lundgren
|
Chairman and Chief Executive Officer
|
February 19, 2016
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Donald Allan Jr.
|
Donald Allan Jr.
|
Senior Vice President and Chief Financial Officer
|
February 19, 2016
|