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-3.2 (a)
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EX-10.2 (c)
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EX-10.2 (d)
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EX-10.17 (e)
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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-31.1.A
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EX-31.1.B
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EX-32.1
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EX-32.2
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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, Brexit, or break up of the Euro) could have an adverse impact on the global credit markets and global liquidity potentially impacting the Company’s ability to access these credit markets and to raise capital.
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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 interest coverage ratio must not be less than 3.5 times and is computed quarterly, on a rolling twelve months (last twelve months) basis. Under this covenant definition, the interest coverage ratio was 10 times EBITDA or higher in each of the
2016
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 time frames 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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41
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17
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58
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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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9
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4
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13
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Total
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55
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24
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79
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2016
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2015
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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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106.64
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$
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90.14
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$
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0.55
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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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Second
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$
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115.05
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$
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104.24
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$
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0.55
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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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Third
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$
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124.46
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$
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111.40
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$
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0.58
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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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Fourth
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$
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125.78
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$
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113.49
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$
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0.58
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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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Total
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|
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$
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2.26
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$
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2.14
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2016
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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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(b) Maximum Number Of Shares That May
Yet Be Purchased Under The Program
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|||||
October 2 - November 5
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1,911,039
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$
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95.85
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—
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10,100,000
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November 6 - December 3
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122,305
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$
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120.89
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—
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10,000,000
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December 4 - December 31
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84,922
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$
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118.86
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—
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10,000,000
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Total
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2,118,266
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$
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98.22
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—
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10,000,000
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(a)
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In October and November 2016, the Company net-share settled capped call options on its common stock and received 295,929 and 122,305 shares, respectively, using an average reference price of $117.84 per common share. Additionally, in October 2016, the Company physically settled its forward share repurchase contract entered into in October 2014, receiving 1,603,822 shares for a settlement amount of $147.4 million. The remaining shares of common stock in this column were deemed surrendered to the Company by participants in various benefit plans of the Company to satisfy the participants’ taxes related to vesting or delivery of time-vesting restricted share units under those plans.
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(b)
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On July 23, 2014, the Board of Directors approved a repurchase of up to 25 million shares of the Company's common stock. As of
December 31, 2016
, the remaining authorized shares for repurchase is 10.0 million shares. Furthermore, approximately 3.6 million shares are reserved for purchase in connection with the forward share purchase contract entered into in March 2015, which obligates the Company to pay $350.0 million plus an additional amount related to the forward component of the contract to the financial institution counterparty not later than April 2019 or earlier at the Company's option. Refer to
Note J, Capital Stock,
of the
Notes to Consolidated Financial Statements
in
Item 8
for further discussion.
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THE POINTS IN THE ABOVE TABLE ARE AS FOLLOWS:
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2011
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2012
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2013
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2014
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2015
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|
2016
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||||||||||||
Stanley Black & Decker
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$
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100.00
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$
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109.44
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$
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126.08
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$
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152.90
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$
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170.51
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|
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$
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192.05
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S&P 500
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$
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100.00
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|
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$
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114.06
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|
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$
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152.95
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|
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$
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174.51
|
|
|
$
|
174.28
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|
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$
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199.78
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S&P 500 Industrials
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$
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100.00
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|
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$
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112.79
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|
|
$
|
151.30
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|
|
$
|
170.59
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|
|
$
|
173.08
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|
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$
|
195.25
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Peer Group
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$
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100.00
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|
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$
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144.18
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|
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$
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207.65
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|
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$
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241.71
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|
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$
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257.33
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$
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302.93
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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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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, Hardware & Home Improvement business ("HHI"), and two small businesses that were divested in 2014. Amounts in 2012 reflect earnings of $426 million, or $2.55 per diluted share, related to Security Spain and Italy as well as HHI, partially offset by losses associated with two small businesses previously discussed. The net (loss) earnings from discontinued operations in 2013 and 2012 include net gains related to the HHI sale of $4.7 million and $358.9 million, respectively. Refer to
Note T, Divestitures
, of the
Notes to Consolidated Financial Statements
in
Item 8
for further discussion.
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(d)
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SG&A is inclusive of the Provision for Doubtful Accounts.
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(e)
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In the first quarter of 2016, the Company adopted ASU 2015-03,
Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.
ASU 2015-03 requires debt issuance costs related to recognized debt liabilities to be presented in the balance sheet as a direct reduction from the debt liability rather than an asset. Accordingly, amounts reported in prior years have been reclassified to conform to the 2016 presentation.
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•
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Continue organic growth momentum by utilizing the Stanley Fulfillment System ("SFS"), a now expanded program ("SFS 2.0") as a catalyst, diversifying toward higher growth, higher margin businesses, and increasing the relative weighting of emerging markets;
|
•
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Be selective and operate in markets where brand is meaningful, the value proposition is definable and sustainable through innovation and global cost leadership is achievable; and
|
•
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Pursue acquisitive growth on multiple fronts by building upon its existing global tools platform, expanding the Industrial platform in Engineered Fastening and Infrastructure, and consolidating the commercial electronic security industry.
|
•
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4-6% organic revenue growth;
|
•
|
10-12% total revenue growth;
|
•
|
10-12% earnings per share growth including acquisitions (6-8% organic earnings per share growth);
|
•
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Free cash flow equal to, or exceeding, net income; and
|
•
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Sustain 10+ working capital turns.
|
•
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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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The Engineered Fastening business is a highly profitable, GDP+ growth business offering highly engineered, value-added innovative solutions with recurring revenue attributes and global scale.
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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, which has historically provided a stable revenue stream through economic cycles, is a gateway into the digital world and an avenue to capitalize on rapid digital changes.
|
•
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Core SFS,
which targets asset efficiency, remains as the foundation for the Company's operating system and has yielded significant advances in improving working capital turns and free cash flow generation. The Company plans to continue leveraging the core SFS principles to further enhance the Company's already strong asset efficiency performance.
|
•
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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 almost a hundred acquisitions are not as efficient as they can be, based on external benchmarks. This presents the Company with an opportunity to reduce its SG&A as a percent of sales and becomes a cost effectiveness enabler with the side benefit of helping to fund the following other aspects of SFS 2.0, which together act as enablers for outsized organic growth and margin expansion.
|
•
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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 effectiveness via the Company's support functions, and improving revenues and margins via customer-facing opportunities.
|
•
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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
|
•
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Breakthrough Innovation
is aimed at developing a breakthrough innovation culture to identify market disruptive technologies. The Company's focus remains on coming up with the next major breakthrough in the industries in which the Company operates which, when combined with its existing strong core innovation machine, will drive outsized share gains and margin expansion.
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(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
7,469
|
|
|
$
|
7,141
|
|
|
$
|
7,033
|
|
Segment profit
|
$
|
1,267
|
|
|
$
|
1,170
|
|
|
$
|
1,074
|
|
% of Net sales
|
17.0
|
%
|
|
16.4
|
%
|
|
15.3
|
%
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
2,097
|
|
|
$
|
2,093
|
|
|
$
|
2,261
|
|
Segment profit
|
$
|
269
|
|
|
$
|
240
|
|
|
$
|
259
|
|
% of Net sales
|
12.8
|
%
|
|
11.4
|
%
|
|
11.5
|
%
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
1,840
|
|
|
$
|
1,938
|
|
|
$
|
2,044
|
|
Segment profit
|
$
|
304
|
|
|
$
|
340
|
|
|
$
|
351
|
|
% of Net sales
|
16.5
|
%
|
|
17.5
|
%
|
|
17.1
|
%
|
(Millions of Dollars)
|
1/2/2016
|
|
Net Additions
|
|
Usage
|
|
Currency
|
|
12/31/2016
|
||||||||||
Severance and related costs
|
$
|
44.3
|
|
|
$
|
27.3
|
|
|
$
|
(50.0
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
21.4
|
|
Facility closures and asset impairments
|
14.4
|
|
|
21.7
|
|
|
(21.0
|
)
|
|
(0.9
|
)
|
|
14.2
|
|
|||||
Total
|
$
|
58.7
|
|
|
$
|
49.0
|
|
|
$
|
(71.0
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
35.6
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
$
|
1,485
|
|
|
$
|
1,182
|
|
|
$
|
1,296
|
|
Less: capital expenditures
|
(347
|
)
|
|
(311
|
)
|
|
(291
|
)
|
|||
Free cash flow
|
$
|
1,138
|
|
|
$
|
871
|
|
|
$
|
1,005
|
|
Payments Due by Period
|
|||||||||||||||||||
(Millions of Dollars)
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
Long-term debt (a)
|
$
|
3,854
|
|
|
$
|
6
|
|
|
$
|
989
|
|
|
$
|
404
|
|
|
$
|
2,455
|
|
Interest payments on long-term debt (b)
|
3,232
|
|
|
154
|
|
|
285
|
|
|
265
|
|
|
2,528
|
|
|||||
Operating leases
|
405
|
|
|
95
|
|
|
141
|
|
|
82
|
|
|
87
|
|
|||||
Inventory purchase commitments (c)
|
305
|
|
|
305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred compensation
|
26
|
|
|
1
|
|
|
3
|
|
|
2
|
|
|
20
|
|
|||||
Marketing obligations
|
70
|
|
|
33
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|||||
Derivatives (d)
|
47
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|||||
Forward stock purchase contracts (e)
|
350
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|||||
Pension funding obligations (f)
|
66
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
8,355
|
|
|
$
|
660
|
|
|
$
|
1,851
|
|
|
$
|
753
|
|
|
$
|
5,090
|
|
(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 December 31, 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 December 31, 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 March 2015, the Company entered into a forward share purchase contract with a financial institution counterparty which obligates the Company to pay $350.0 million, plus an additional amount related to the forward component of the contract. In November 2016, the Company amended the final settlement date to April 2019, 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 2017 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.
|
Amount of Commitment Expirations Per Period
|
||||||||||||||||||||
(Millions of Dollars)
|
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
U.S. lines of credit
|
|
$
|
3,050
|
|
|
$
|
—
|
|
|
$
|
1,300
|
|
|
$
|
1,750
|
|
|
$
|
—
|
|
Name and Age
|
|
Office
|
|
Date Elected to
Office
|
James M. Loree (58)
|
|
President & Chief Executive Officer since August 2016. President & Chief Operating Officer (2013); Executive Vice President and Chief Operating Officer (2007); Executive Vice President Finance and Chief Financial Officer (1999).
|
|
7/19/1999
|
|
|
|
|
|
Donald Allan, Jr. (52)
|
|
Executive Vice President & Chief Financial Officer since October 2016. Senior Vice President & Chief Financial Officer (2010); Vice President & Chief Financial Officer (2009); Vice President & Corporate Controller (2002); Corporate Controller (2000); Assistant Controller (1999).
|
|
10/24/2006
|
|
|
|
|
|
Jeffery D. Ansell (49)
|
|
Executive Vice President, Global Tools & Storage since October 2016; Senior Vice President and Group Executive, Global Tools & Storage (2015); Senior Vice President and Group Executive, Construction and DIY (2010). Vice President & President, Stanley Consumer Tools Group; President - Consumer Tools and Storage (2004); President of Industrial Tools & Storage (2002); Vice President - Global Consumer Tools Marketing (2001); Vice President Consumer Sales America (1999).
|
|
2/22/2006
|
|
|
|
|
|
Michael A. Bartone (57)
|
|
Vice President, Corporate Tax since January 2002.
|
|
7/17/2009
|
|
|
|
||
Bruce H. Beatt (64)
|
|
Senior Vice President, General Counsel and Secretary since March 2010. Vice President, General Counsel and Secretary (2000).
|
|
10/9/2000
|
|
|
|
||
James J. Cannon (46)
|
|
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 (62)
|
|
Vice President & Treasurer since January 2002.
|
|
7/17/2009
|
|
|
|
||
Rhonda O. Gass (53)
|
|
Vice President & Chief Information Officer since October 2012.
|
|
10/11/2012
|
|
|
|
|
|
Lee B. McChesney (45)
|
|
President, Hand Tools, Accessories & Storage since October 2016. President, Industrial Verticals - Global Tools & Storage (2016) and Chief Financial Officer, Global Tools & Storage (2015); Chief Financial Officer-CDIY (2010); Chief Financial Officer, MAS and Regional Executive, Stanley Security Solutions Asia (2009); Chief Financial Officer, Stanley Mechanical Access Solutions (2007); Chief Financial Officer, Stanley Security Solutions (2006).
|
|
7/23/2014
|
|
|
|
|
|
Jaime Ramirez (49)
|
|
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 (58)
|
|
President, Emerging Markets Group since March 2010. Vice President and President-Asia/Pacific, Power Tools & Accessories, The Black & Decker Corporation (2006); President-Asia, Power Tools & Accessories, The Black & Decker Corporation (2000).
|
|
3/12/2010
|
|
|
|
|
|
Steven J. Stafstrom (58)
|
|
Vice President, Operations-Global Tools & Storage since January 2015. Vice President, Operations, CDIY & Emerging Markets (2012). Vice President Global Operations, CDIY (2010); Vice President, Operations, Consumer Tools & Storage (2005).
|
|
12/6/2012
|
|
|
|
|
|
William S. Taylor (61)
|
|
President, Power Tools - Global Tools and Storage since January 2015. President, Fastening & Accessories (2012). President, Professional Power Tools & Products (2010); Vice President-Global Product Development of the Industrial Products Group, The Black & Decker Corporation (2009); Vice President-Industrial Products Group Product Development, The Black & Decker Corporation (2008); Vice President/General Manager Industrial Accessories Business, The Black & Decker Corporation (2008); Vice President and General Manager Woodworking Tools, The Black & Decker Corporation (2005).
|
|
3/12/2010
|
|
|
|
Joseph Voelker (61)
|
|
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 (58)
|
|
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
|
|
8,451,470
|
|
(1)
|
|
$
|
86.33
|
|
(2)
|
|
6,935,076
|
|
(3)
|
Equity compensation plans not approved by security holders
(4)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Total
|
|
8,451,470
|
|
|
|
$
|
86.33
|
|
|
|
6,935,076
|
|
|
(1)
|
Consists of 6,433,586 shares underlying outstanding stock options (whether vested or unvested) with a weighted average exercise price of $86.33 and a weighted average term of 6.79 years; 1,933,098 shares underlying time-vesting restricted stock units that have not yet vested and the maximum number of shares that will be issued pursuant to outstanding long term performance awards if all established goals are met; and 84,786 of shares earned but related to which participants elected deferral of delivery. All stock-based compensation plans are discussed in
Note J, Capital Stock
, of the
Notes to Consolidated Financial Statements
in
Item 8
.
|
(2)
|
There is no cost to the recipient for shares issued pursuant to time-vesting restricted stock units or long term performance awards. Because there is no strike price applicable to these stock awards they are excluded from the weighted-average exercise price which pertains solely to outstanding stock options.
|
(3)
|
Consists of 1,936,093 of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and 4,998,983 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
December 31, 2016
is not determinable, since the plans do not authorize a maximum number of securities.
|
STANLEY BLACK & DECKER, INC.
|
||
|
|
|
By:
|
|
/s/ James M. Loree
|
|
|
James M. Loree, President and Chief Executive Officer
|
|
|
|
Date:
|
|
February 15, 2017
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ James M. Loree
|
|
President and Chief Executive Officer
|
|
February 15, 2017
|
|
James M. Loree
|
|
|
|
|
|
|
|
|
|||
/s/ Donald Allan, Jr.
|
|
Executive Vice President and Chief Financial Officer
|
|
February 15, 2017
|
|
Donald Allan, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jocelyn S. Belisle
|
|
Vice President and Chief Accounting Officer
|
|
February 15, 2017
|
|
Jocelyn S. Belisle
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 15, 2017
|
|
Andrea J. Ayers
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 15, 2017
|
|
George W. Buckley
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 15, 2017
|
|
Patrick D. Campbell
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 15, 2017
|
|
Carlos M. Cardoso
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 15, 2017
|
|
Robert B. Coutts
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 15, 2017
|
|
Debra A. Crew
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 15, 2017
|
|
Michael D. Hankin
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 15, 2017
|
|
Anthony Luiso
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 15, 2017
|
|
Marianne M. Parrs
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 15, 2017
|
|
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
49
).
|
Management’s Report on Internal Control Over Financial Reporting (page
50
).
|
Report of Independent Registered Public Accounting Firm — Financial Statement Opinion (page
51
).
|
Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page
52
).
|
Consolidated Statements of Operations — fiscal years ended December 31, 2016, January 2, 2016, and January 3, 2015 (page
53
).
|
Consolidated Statements of Comprehensive Income (Loss) — fiscal years ended December 31, 2016, January 2, 2016, and January 3, 2015 (page
54
).
|
Consolidated Balance Sheets — December 31, 2016 and January 2, 2016 (page
55
).
|
Consolidated Statements of Cash Flows — fiscal years ended December 31, 2016, January 2, 2016, and January 3, 2015 (page
56
).
|
Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended December 31, 2016, January 2, 2016, and January 3, 2015 (page
57
).
|
Notes to Consolidated Financial Statements (page
58
).
|
Selected Quarterly Financial Data (Unaudited) (page
102
).
|
Consent of Independent Registered Public Accounting Firm (Exhibit 23).
|
|
|
|
|
ADDITIONS
|
|
|
|
|
||||||||||||
|
Beginning
Balance
|
|
Charged To
Costs And
Expenses
|
|
Charged
To Other
Accounts (b)
|
|
(a)
Deductions
|
|
Ending
Balance
|
||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended 2016
|
$
|
72.9
|
|
|
$
|
21.9
|
|
|
$
|
4.8
|
|
|
$
|
(22.1
|
)
|
|
$
|
77.5
|
|
Year Ended 2015
|
$
|
60.7
|
|
|
$
|
27.3
|
|
|
$
|
0.7
|
|
|
$
|
(15.8
|
)
|
|
$
|
72.9
|
|
Year Ended 2014
|
$
|
64.4
|
|
|
$
|
20.9
|
|
|
$
|
(8.3
|
)
|
|
$
|
(16.3
|
)
|
|
$
|
60.7
|
|
Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended 2016 (c)
|
$
|
480.7
|
|
|
$
|
74.5
|
|
|
$
|
4.4
|
|
|
$
|
(34.1
|
)
|
|
$
|
525.5
|
|
Year Ended 2015
|
$
|
551.9
|
|
|
$
|
30.5
|
|
|
$
|
1.7
|
|
|
$
|
(103.4
|
)
|
|
$
|
480.7
|
|
Year Ended 2014
|
$
|
549.7
|
|
|
$
|
90.0
|
|
|
$
|
(16.3
|
)
|
|
$
|
(71.5
|
)
|
|
$
|
551.9
|
|
(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/ James M. Loree
|
|
James M. Loree, President and Chief Executive Officer
|
|
|
|
|
|
/s/ Donald Allan Jr.
|
|
Donald Allan Jr., Executive Vice President and Chief Financial Officer
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
$
|
11,406.9
|
|
|
$
|
11,171.8
|
|
|
$
|
11,338.6
|
|
Costs and Expenses
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
7,139.7
|
|
|
$
|
7,099.8
|
|
|
$
|
7,235.9
|
|
Selling, general and administrative
|
2,602.0
|
|
|
2,459.1
|
|
|
2,575.0
|
|
|||
Provision for doubtful accounts
|
21.9
|
|
|
27.3
|
|
|
20.9
|
|
|||
Other-net
|
196.9
|
|
|
222.0
|
|
|
239.6
|
|
|||
Restructuring charges and asset impairments
|
49.0
|
|
|
47.6
|
|
|
18.8
|
|
|||
Interest income
|
(23.2
|
)
|
|
(15.2
|
)
|
|
(13.6
|
)
|
|||
Interest expense
|
194.5
|
|
|
180.4
|
|
|
177.2
|
|
|||
|
$
|
10,180.8
|
|
|
$
|
10,021.0
|
|
|
$
|
10,253.8
|
|
Earnings from continuing operations before income taxes
|
1,226.1
|
|
|
1,150.8
|
|
|
1,084.8
|
|
|||
Income taxes on continuing operations
|
261.2
|
|
|
248.6
|
|
|
227.1
|
|
|||
Earnings from continuing operations
|
$
|
964.9
|
|
|
$
|
902.2
|
|
|
$
|
857.7
|
|
Less: Net (loss) earnings attributable to non-controlling interests
|
(0.4
|
)
|
|
(1.6
|
)
|
|
0.5
|
|
|||
Net earnings from continuing operations attributable to common shareowners
|
$
|
965.3
|
|
|
$
|
903.8
|
|
|
$
|
857.2
|
|
Loss from discontinued operations before income taxes
|
—
|
|
|
(19.3
|
)
|
|
(104.0
|
)
|
|||
Income tax expense (benefit) on discontinued operations
|
—
|
|
|
0.8
|
|
|
(7.7
|
)
|
|||
Net loss from discontinued operations
|
$
|
—
|
|
|
$
|
(20.1
|
)
|
|
$
|
(96.3
|
)
|
Net Earnings Attributable to Common Shareowners
|
$
|
965.3
|
|
|
$
|
883.7
|
|
|
$
|
760.9
|
|
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
6.61
|
|
|
$
|
6.10
|
|
|
$
|
5.49
|
|
Discontinued operations
|
—
|
|
|
(0.14
|
)
|
|
(0.62
|
)
|
|||
Total basic earnings per share of common stock
|
$
|
6.61
|
|
|
$
|
5.96
|
|
|
$
|
4.87
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
6.51
|
|
|
$
|
5.92
|
|
|
$
|
5.37
|
|
Discontinued operations
|
—
|
|
|
(0.13
|
)
|
|
(0.60
|
)
|
|||
Total diluted earnings per share of common stock
|
$
|
6.51
|
|
|
$
|
5.79
|
|
|
$
|
4.76
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings
|
$
|
965.3
|
|
|
$
|
883.7
|
|
|
$
|
760.9
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Currency translation adjustment and other
|
(285.4
|
)
|
|
(504.1
|
)
|
|
(726.3
|
)
|
|||
Unrealized gains (losses) on cash flow hedges, net of tax
|
5.8
|
|
|
(1.2
|
)
|
|
26.4
|
|
|||
Unrealized gains on net investment hedges, net of tax
|
76.8
|
|
|
49.0
|
|
|
39.6
|
|
|||
Pension (losses) gains, net of tax
|
(24.2
|
)
|
|
32.3
|
|
|
(110.9
|
)
|
|||
Other comprehensive loss
|
$
|
(227.0
|
)
|
|
$
|
(424.0
|
)
|
|
$
|
(771.2
|
)
|
Comprehensive income (loss) attributable to common shareowners
|
$
|
738.3
|
|
|
$
|
459.7
|
|
|
$
|
(10.3
|
)
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,131.8
|
|
|
$
|
465.4
|
|
Accounts and notes receivable, net
|
1,302.8
|
|
|
1,331.8
|
|
||
Inventories, net
|
1,478.0
|
|
|
1,526.4
|
|
||
Prepaid expenses
|
193.2
|
|
|
172.4
|
|
||
Assets held for sale
|
523.4
|
|
|
—
|
|
||
Other current assets
|
159.3
|
|
|
166.1
|
|
||
Total Current Assets
|
4,788.5
|
|
|
3,662.1
|
|
||
Property, Plant and Equipment, net
|
1,451.2
|
|
|
1,450.2
|
|
||
Goodwill
|
6,694.0
|
|
|
7,084.3
|
|
||
Customer Relationships, net
|
635.7
|
|
|
778.7
|
|
||
Trade Names, net
|
1,560.1
|
|
|
1,641.8
|
|
||
Other Intangible Assets, net
|
103.7
|
|
|
121.0
|
|
||
Other Assets
|
401.7
|
|
|
389.7
|
|
||
Total Assets
|
$
|
15,634.9
|
|
|
$
|
15,127.8
|
|
Liabilities and Shareowners’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
4.3
|
|
|
$
|
2.5
|
|
Current maturities of long-term debt
|
7.8
|
|
|
5.1
|
|
||
Accounts payable
|
1,640.4
|
|
|
1,533.1
|
|
||
Accrued expenses
|
1,101.5
|
|
|
1,261.9
|
|
||
Liabilities held for sale
|
53.5
|
|
|
—
|
|
||
Total Current Liabilities
|
2,807.5
|
|
|
2,802.6
|
|
||
Long-Term Debt
|
3,815.3
|
|
|
3,792.1
|
|
||
Deferred Taxes
|
735.4
|
|
|
825.9
|
|
||
Post-retirement Benefits
|
644.3
|
|
|
669.4
|
|
||
Other Liabilities
|
1,258.8
|
|
|
1,178.6
|
|
||
Commitments and Contingencies (
Notes R and S
)
|
|
|
|
||||
Shareowners’ Equity
|
|
|
|
||||
Stanley Black & Decker, Inc. Shareowners’ Equity
|
|
|
|
||||
Preferred stock, without par value:
Authorized and unissued 10,000,000 shares
|
—
|
|
|
—
|
|
||
Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2016 and 2015
Issued 176,902,738 shares in 2016 and 2015
|
442.3
|
|
|
442.3
|
|
||
Retained earnings
|
5,127.3
|
|
|
4,491.7
|
|
||
Additional paid in capital
|
4,774.4
|
|
|
4,421.7
|
|
||
Accumulated other comprehensive loss
|
(1,921.2
|
)
|
|
(1,694.2
|
)
|
||
ESOP
|
(25.9
|
)
|
|
(34.9
|
)
|
||
|
8,396.9
|
|
|
7,626.6
|
|
||
Less: common stock in treasury (24,342,971 shares in 2016 and 22,958,447 shares in 2015)
|
(2,029.9
|
)
|
|
(1,815.0
|
)
|
||
Stanley Black & Decker, Inc. Shareowners’ Equity
|
6,367.0
|
|
|
5,811.6
|
|
||
Non-controlling interests
|
6.6
|
|
|
47.6
|
|
||
Total Shareowners’ Equity
|
6,373.6
|
|
|
5,859.2
|
|
||
Total Liabilities and Shareowners’ Equity
|
$
|
15,634.9
|
|
|
$
|
15,127.8
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net earnings attributable to common shareowners
|
$
|
965.3
|
|
|
$
|
883.7
|
|
|
$
|
760.9
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property, plant and equipment
|
263.6
|
|
|
256.9
|
|
|
263.4
|
|
|||
Amortization of intangibles
|
144.4
|
|
|
157.1
|
|
|
186.4
|
|
|||
Asset impairments
|
10.7
|
|
|
9.8
|
|
|
63.1
|
|
|||
Stock-based compensation expense
|
81.2
|
|
|
67.9
|
|
|
57.1
|
|
|||
Provision for doubtful accounts
|
21.9
|
|
|
29.5
|
|
|
22.1
|
|
|||
Deferred tax (benefit) expense
|
(25.7
|
)
|
|
(1.3
|
)
|
|
42.4
|
|
|||
Other non-cash items
|
29.3
|
|
|
18.8
|
|
|
12.3
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(69.4
|
)
|
|
(41.3
|
)
|
|
81.6
|
|
|||
Inventories
|
(23.9
|
)
|
|
(54.7
|
)
|
|
(175.9
|
)
|
|||
Accounts payable
|
159.7
|
|
|
(9.7
|
)
|
|
71.7
|
|
|||
Deferred revenue
|
(9.2
|
)
|
|
7.7
|
|
|
12.8
|
|
|||
Other current assets
|
26.0
|
|
|
19.8
|
|
|
25.8
|
|
|||
Long-term receivables
|
1.2
|
|
|
(12.6
|
)
|
|
(13.2
|
)
|
|||
Other long-term assets
|
(47.5
|
)
|
|
(11.5
|
)
|
|
39.2
|
|
|||
Accrued expenses
|
(28.1
|
)
|
|
(59.0
|
)
|
|
59.7
|
|
|||
Defined benefit liabilities
|
(56.8
|
)
|
|
(65.8
|
)
|
|
(155.0
|
)
|
|||
Other long-term liabilities
|
42.5
|
|
|
(13.0
|
)
|
|
(58.5
|
)
|
|||
Net cash provided by operating activities
|
1,485.2
|
|
|
1,182.3
|
|
|
1,295.9
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(347.0
|
)
|
|
(311.4
|
)
|
|
(291.0
|
)
|
|||
Proceeds from sales of assets
|
10.6
|
|
|
29.1
|
|
|
15.4
|
|
|||
Business acquisitions, net of cash acquired
|
(59.3
|
)
|
|
(17.6
|
)
|
|
(3.2
|
)
|
|||
Proceeds (payments) from sales of businesses, net of cash sold
|
24.0
|
|
|
—
|
|
|
(3.9
|
)
|
|||
Proceeds (payments) from net investment hedge settlements
|
104.7
|
|
|
137.7
|
|
|
(61.4
|
)
|
|||
Other
|
(17.0
|
)
|
|
(42.8
|
)
|
|
(38.1
|
)
|
|||
Net cash used in investing activities
|
(284.0
|
)
|
|
(205.0
|
)
|
|
(382.2
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Payments on long-term debt
|
—
|
|
|
(16.1
|
)
|
|
(46.6
|
)
|
|||
Net short-term borrowings (repayments)
|
1.9
|
|
|
1.2
|
|
|
(391.0
|
)
|
|||
Stock purchase contract fees
|
(13.8
|
)
|
|
(17.0
|
)
|
|
(16.4
|
)
|
|||
Purchase of common stock for treasury
|
(374.1
|
)
|
|
(649.8
|
)
|
|
(28.2
|
)
|
|||
Proceeds from issuance of preferred stock
|
—
|
|
|
632.5
|
|
|
—
|
|
|||
Redemption of preferred stock for treasury
|
—
|
|
|
(632.5
|
)
|
|
—
|
|
|||
Cash settlement on forward stock purchase contract
|
(147.4
|
)
|
|
—
|
|
|
—
|
|
|||
Non-controlling interest buyout
|
(12.5
|
)
|
|
(33.5
|
)
|
|
—
|
|
|||
Termination of interest rate swaps
|
27.0
|
|
|
—
|
|
|
(33.4
|
)
|
|||
Proceeds from issuances of common stock
|
418.5
|
|
|
163.5
|
|
|
71.3
|
|
|||
Cash dividends on common stock
|
(330.9
|
)
|
|
(319.9
|
)
|
|
(321.3
|
)
|
|||
Other
|
(1.8
|
)
|
|
(4.0
|
)
|
|
(0.6
|
)
|
|||
Net cash used in financing activities
|
(433.1
|
)
|
|
(875.6
|
)
|
|
(766.2
|
)
|
|||
Effect of exchange rate changes on cash
|
(101.7
|
)
|
|
(132.9
|
)
|
|
(147.1
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
666.4
|
|
|
(31.2
|
)
|
|
0.4
|
|
|||
Cash and cash equivalents, beginning of year
|
465.4
|
|
|
496.6
|
|
|
496.2
|
|
|||
Cash and cash equivalents, end of year
|
$
|
1,131.8
|
|
|
$
|
465.4
|
|
|
$
|
496.6
|
|
|
Preferred
Stock |
|
Common
Stock |
|
Additional
Paid In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
ESOP
|
|
Treasury
Stock |
|
Non-
Controlling Interests |
|
Shareowners’
Equity |
||||||||||||||||||
Balance December 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
|
|
Net earnings
|
|
|
|
|
|
|
965.3
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
964.9
|
|
|||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(227.0
|
)
|
|
|
|
|
|
|
|
(227.0
|
)
|
||||||||||||||||
Cash dividends declared — $2.26 per share
|
|
|
|
|
|
|
(330.9
|
)
|
|
|
|
|
|
|
|
|
|
(330.9
|
)
|
||||||||||||||||
Issuance of common stock
|
|
|
|
|
20.9
|
|
|
|
|
|
|
|
|
386.1
|
|
|
|
|
407.0
|
|
|||||||||||||||
Settlement of forward share repurchase contract
|
|
|
|
|
150.0
|
|
|
|
|
|
|
|
|
(150.0
|
)
|
|
|
|
—
|
|
|||||||||||||||
Repurchase of common stock (4,651,463 shares)
|
|
|
|
|
76.9
|
|
|
|
|
|
|
|
|
(451.0
|
)
|
|
|
|
(374.1
|
)
|
|||||||||||||||
Non-controlling interest buyout
|
|
|
|
|
12.2
|
|
|
|
|
|
|
|
|
|
|
(40.6
|
)
|
|
(28.4
|
)
|
|||||||||||||||
Stock-based compensation related
|
|
|
|
|
81.2
|
|
|
|
|
|
|
|
|
|
|
|
|
81.2
|
|
||||||||||||||||
Tax benefit related to stock options exercised
|
|
|
|
|
11.5
|
|
|
|
|
|
|
|
|
|
|
|
|
11.5
|
|
||||||||||||||||
ESOP and related tax benefit
|
|
|
|
|
|
|
1.2
|
|
|
|
|
9.0
|
|
|
|
|
|
|
10.2
|
|
|||||||||||||||
Balance December 31, 2016
|
$
|
—
|
|
|
$
|
442.3
|
|
|
$
|
4,774.4
|
|
|
$
|
5,127.3
|
|
|
$
|
(1,921.2
|
)
|
|
$
|
(25.9
|
)
|
|
$
|
(2,029.9
|
)
|
|
$
|
6.6
|
|
|
$
|
6,373.6
|
|
|
|
Useful Life
(Years)
|
Land improvements
|
|
10 —20
|
Buildings
|
|
40
|
Machinery and equipment
|
|
3 — 15
|
Computer software
|
|
3 — 5
|
(Millions of Dollars)
|
2016
|
|
2015
|
||||
Trade accounts receivable
|
$
|
1,137.2
|
|
|
$
|
1,165.0
|
|
Trade notes receivable
|
140.1
|
|
|
130.6
|
|
||
Other accounts receivable
|
103.0
|
|
|
109.1
|
|
||
Gross accounts and notes receivable
|
1,380.3
|
|
|
1,404.7
|
|
||
Allowance for doubtful accounts
|
(77.5
|
)
|
|
(72.9
|
)
|
||
Accounts and notes receivable, net
|
$
|
1,302.8
|
|
|
$
|
1,331.8
|
|
Long-term trade notes receivable, net
|
$
|
180.9
|
|
|
$
|
182.1
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
||||
Finished products
|
$
|
1,044.2
|
|
|
$
|
1,085.0
|
|
Work in process
|
133.3
|
|
|
136.1
|
|
||
Raw materials
|
300.5
|
|
|
305.3
|
|
||
Total
|
$
|
1,478.0
|
|
|
$
|
1,526.4
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
||||
Land
|
$
|
107.3
|
|
|
$
|
129.2
|
|
Land improvements
|
37.0
|
|
|
36.0
|
|
||
Buildings
|
519.3
|
|
|
525.3
|
|
||
Leasehold improvements
|
114.2
|
|
|
98.9
|
|
||
Machinery and equipment
|
2,008.5
|
|
|
1,979.9
|
|
||
Computer software
|
373.9
|
|
|
397.5
|
|
||
Property, plant & equipment, gross
|
$
|
3,160.2
|
|
|
$
|
3,166.8
|
|
Less: accumulated depreciation and amortization
|
(1,709.0
|
)
|
|
(1,716.6
|
)
|
||
Property, plant & equipment, net
|
$
|
1,451.2
|
|
|
$
|
1,450.2
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation
|
$
|
221.8
|
|
|
$
|
219.2
|
|
|
$
|
229.5
|
|
Amortization
|
41.8
|
|
|
37.7
|
|
|
33.9
|
|
|||
Depreciation and amortization expense
|
$
|
263.6
|
|
|
$
|
256.9
|
|
|
$
|
263.4
|
|
(Millions of Dollars)
|
Tools & Storage
|
|
Security
|
|
Industrial
|
|
Total
|
||||||||
Balance January 2, 2016
|
$
|
3,343.4
|
|
|
$
|
2,317.2
|
|
|
$
|
1,423.7
|
|
|
$
|
7,084.3
|
|
Reclassification to Assets held for sale
|
(5.7
|
)
|
|
(297.1
|
)
|
|
—
|
|
|
(302.8
|
)
|
||||
Acquisitions
|
3.0
|
|
|
21.6
|
|
|
—
|
|
|
24.6
|
|
||||
Foreign currency translation and other
|
(92.9
|
)
|
|
(34.7
|
)
|
|
15.5
|
|
|
(112.1
|
)
|
||||
Balance December 31, 2016
|
$
|
3,247.8
|
|
|
$
|
2,007.0
|
|
|
$
|
1,439.2
|
|
|
$
|
6,694.0
|
|
|
2016
|
|
2015
|
||||||||||||
(Millions of Dollars)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized Intangible Assets — Definite lives
|
|
|
|
|
|
|
|
||||||||
Patents and copyrights
|
$
|
40.7
|
|
|
$
|
(36.5
|
)
|
|
$
|
50.6
|
|
|
$
|
(44.2
|
)
|
Trade names
|
152.0
|
|
|
(100.4
|
)
|
|
164.8
|
|
|
(100.8
|
)
|
||||
Customer relationships
|
1,614.6
|
|
|
(978.9
|
)
|
|
1,774.2
|
|
|
(995.5
|
)
|
||||
Other intangible assets
|
258.2
|
|
|
(158.7
|
)
|
|
263.3
|
|
|
(148.7
|
)
|
||||
Total
|
$
|
2,065.5
|
|
|
$
|
(1,274.5
|
)
|
|
$
|
2,252.9
|
|
|
$
|
(1,289.2
|
)
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Tools & Storage
|
$
|
36.8
|
|
|
$
|
39.0
|
|
|
$
|
40.7
|
|
Security
|
57.8
|
|
|
61.3
|
|
|
78.8
|
|
|||
Industrial
|
49.8
|
|
|
56.8
|
|
|
66.9
|
|
|||
Consolidated
|
$
|
144.4
|
|
|
$
|
157.1
|
|
|
$
|
186.4
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
||||
Payroll and related taxes
|
$
|
268.0
|
|
|
$
|
271.8
|
|
Income and other taxes
|
117.6
|
|
|
157.6
|
|
||
Customer rebates and sales returns
|
68.2
|
|
|
66.5
|
|
||
Insurance and benefits
|
87.4
|
|
|
71.8
|
|
||
Accrued restructuring costs
|
35.6
|
|
|
58.7
|
|
||
Derivative financial instruments
|
49.8
|
|
|
49.8
|
|
||
Warranty costs
|
68.8
|
|
|
67.8
|
|
||
Deferred revenue
|
81.9
|
|
|
89.2
|
|
||
Forward share purchase contract
|
—
|
|
|
150.0
|
|
||
Other
|
324.2
|
|
|
278.7
|
|
||
Total
|
$
|
1,101.5
|
|
|
$
|
1,261.9
|
|
|
|
December 31, 2016
|
|
January 2, 2016
|
|||||||||||||||||||
(Millions of Dollars)
|
Interest Rate
|
Original Notional
|
Unamortized Discount
|
Unamortized Gain/(Loss) Terminated Swaps
(1)
|
Purchase Accounting FV Adjustment
|
Deferred Financing Fees
|
Carrying Value
|
|
Carrying Value
|
||||||||||||||
Notes payable due 2018
(2)
|
2.45%
|
$
|
632.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(3.3
|
)
|
$
|
629.2
|
|
|
$
|
627.5
|
|
Notes payable due 2018
|
(2)
|
345.0
|
|
—
|
|
—
|
|
—
|
|
(1.9
|
)
|
343.1
|
|
|
343.8
|
|
|||||||
Notes payable 2021
|
3.40%
|
400.0
|
|
(0.2
|
)
|
17.1
|
|
—
|
|
(1.7
|
)
|
415.2
|
|
|
405.9
|
|
|||||||
Notes payable due 2022
|
2.90%
|
754.3
|
|
(0.3
|
)
|
—
|
|
—
|
|
(3.7
|
)
|
750.3
|
|
|
749.6
|
|
|||||||
Notes payable due 2028
|
7.05%
|
150.0
|
|
—
|
|
12.5
|
|
12.2
|
|
—
|
|
174.7
|
|
|
167.0
|
|
|||||||
Notes payable due 2040
|
5.20%
|
400.0
|
|
(0.2
|
)
|
(34.9
|
)
|
—
|
|
(3.2
|
)
|
361.7
|
|
|
360.1
|
|
|||||||
Notes payable due 2052 (junior subordinated)
|
5.75%
|
750.0
|
|
—
|
|
—
|
|
—
|
|
(19.6
|
)
|
730.4
|
|
|
729.9
|
|
|||||||
Notes payable due 2053 (junior subordinated)
|
5.75%
|
400.0
|
|
—
|
|
4.8
|
|
—
|
|
(8.3
|
)
|
396.5
|
|
|
394.2
|
|
|||||||
Other, payable in varying amounts through 2022
|
0.00% - 2.27%
|
22.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
22.0
|
|
|
19.2
|
|
|||||||
Total long-term debt, including current maturities
|
|
$
|
3,853.8
|
|
$
|
(0.7
|
)
|
$
|
(0.5
|
)
|
$
|
12.2
|
|
$
|
(41.7
|
)
|
$
|
3,823.1
|
|
|
$
|
3,797.2
|
|
Less: Current maturities of long-term debt
|
|
|
|
|
|
|
(7.8
|
)
|
|
(5.1
|
)
|
||||||||||||
Long-term debt
|
|
|
|
|
|
|
$
|
3,815.3
|
|
|
$
|
3,792.1
|
|
(Millions of Dollars)
|
|
Balance Sheet
Classification
|
|
2016
|
|
2015
|
|
Balance Sheet
Classification
|
|
2016
|
|
2015
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts Cash Flow
|
|
LT other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
LT other liabilities
|
|
$
|
47.3
|
|
|
$
|
41.1
|
|
Interest Rate Contracts Fair Value
|
|
Other current assets
|
|
—
|
|
|
14.9
|
|
|
Accrued expenses
|
|
—
|
|
|
2.5
|
|
||||
|
|
LT other assets
|
|
—
|
|
|
1.4
|
|
|
LT other liabilities
|
|
—
|
|
|
5.2
|
|
||||
Foreign Exchange Contracts Cash Flow
|
|
Other current assets
|
|
37.6
|
|
|
21.9
|
|
|
Accrued expenses
|
|
1.6
|
|
|
1.8
|
|
||||
|
|
LT other assets
|
|
—
|
|
|
3.7
|
|
|
LT other liabilities
|
|
—
|
|
|
—
|
|
||||
Net Investment Hedge
|
|
Other current assets
|
|
44.1
|
|
|
30.3
|
|
|
Accrued expenses
|
|
1.8
|
|
|
4.8
|
|
||||
|
|
LT other assets
|
|
—
|
|
|
—
|
|
|
LT other liabilities
|
|
0.5
|
|
|
—
|
|
||||
|
|
|
|
$
|
81.7
|
|
|
$
|
72.2
|
|
|
|
|
$
|
51.2
|
|
|
$
|
55.4
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign Exchange Contracts
|
|
Other current assets
|
|
$
|
28.5
|
|
|
$
|
7.1
|
|
|
Accrued expenses
|
|
$
|
46.4
|
|
|
$
|
40.7
|
|
|
|
|
|
$
|
28.5
|
|
|
$
|
7.1
|
|
|
|
|
$
|
46.4
|
|
|
$
|
40.7
|
|
Year-to-date 2016
|
|
(Loss) Gain
Recorded in OCI
|
|
Classification of
Gain (Loss)
Reclassified from
OCI to Income
|
|
Gain (Loss)
Reclassified from
OCI to Income
(Effective Portion)
|
|
Gain (Loss)
Recognized in
Income
(Ineffective Portion*)
|
||||||
Interest Rate Contracts
|
|
$
|
(6.2
|
)
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
|
$
|
19.3
|
|
|
Cost of sales
|
|
$
|
21.7
|
|
|
$
|
—
|
|
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 2016
|
|
Year-to-Date 2015
|
||||||||||||||||||||
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
|
$
|
117.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives Not
Designated as Hedging
Instruments under ASC 815
|
Income Statement
Classification
|
|
Year-to-Date 2016
Amount of Gain (Loss) Recorded in Income on Derivative |
|
Year-to-Date 2015
Amount of Gain (Loss) Recorded in Income on Derivative |
||||
Foreign Exchange Contracts
|
Other-net
|
|
$
|
(21.1
|
)
|
|
$
|
(8.9
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator (in millions):
|
|
|
|
|
|
||||||
Net earnings from continuing operations attributable to common shareowners
|
$
|
965.3
|
|
|
$
|
903.8
|
|
|
$
|
857.2
|
|
Net loss from discontinued operations
|
—
|
|
|
(20.1
|
)
|
|
(96.3
|
)
|
|||
Net earnings attributable to common shareowners
|
$
|
965.3
|
|
|
$
|
883.7
|
|
|
$
|
760.9
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Denominator (in thousands):
|
|
|
|
|
|
|||
Basic earnings per share –– weighted-average shares
|
146,041
|
|
|
148,234
|
|
|
156,090
|
|
Dilutive effect of stock options and awards
|
2,166
|
|
|
4,472
|
|
|
3,647
|
|
Diluted earnings per share –– weighted-average shares
|
148,207
|
|
|
152,706
|
|
|
159,737
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
6.61
|
|
|
$
|
6.10
|
|
|
$
|
5.49
|
|
Discontinued operations
|
—
|
|
|
(0.14
|
)
|
|
(0.62
|
)
|
|||
Total basic earnings per share of common stock
|
$
|
6.61
|
|
|
$
|
5.96
|
|
|
$
|
4.87
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
6.51
|
|
|
$
|
5.92
|
|
|
$
|
5.37
|
|
Discontinued operations
|
—
|
|
|
(0.13
|
)
|
|
(0.60
|
)
|
|||
Total dilutive earnings per share of common stock
|
$
|
6.51
|
|
|
$
|
5.79
|
|
|
$
|
4.76
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Number of stock options
|
734
|
|
|
646
|
|
|
634
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Outstanding, beginning of year
|
153,944,291
|
|
|
157,125,450
|
|
|
155,479,230
|
|
Issued from treasury
|
4,870,761
|
|
|
6,046,405
|
|
|
1,986,796
|
|
Returned to treasury
|
(6,255,285
|
)
|
|
(9,227,564
|
)
|
|
(340,576
|
)
|
Outstanding, end of year
|
152,559,767
|
|
|
153,944,291
|
|
|
157,125,450
|
|
Shares subject to the forward share purchase contract
|
(3,645,510
|
)
|
|
(5,249,332
|
)
|
|
(1,603,822
|
)
|
Outstanding, less shares subject to the forward share purchase contract
|
148,914,257
|
|
|
148,694,959
|
|
|
155,521,628
|
|
|
2016
|
|
2015
|
||
Employee stock purchase plan
|
1,936,093
|
|
|
2,104,326
|
|
Other stock-based compensation plans
|
4,998,983
|
|
|
7,994,342
|
|
Total shares reserved
|
6,935,076
|
|
|
10,098,668
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Average expected volatility
|
24.1
|
%
|
|
25.0
|
%
|
|
27.0
|
%
|
|||
Dividend yield
|
2.0
|
%
|
|
2.0
|
%
|
|
2.2
|
%
|
|||
Risk-free interest rate
|
2.0
|
%
|
|
1.9
|
%
|
|
1.8
|
%
|
|||
Expected term
|
5.3 years
|
|
|
5.3 years
|
|
|
5.3 years
|
|
|||
Fair value per option
|
$
|
23.41
|
|
|
$
|
21.94
|
|
|
$
|
19.98
|
|
Weighted average vesting period
|
2.4 years
|
|
|
2.8 years
|
|
|
2.8 years
|
|
|
Options
|
|
Price
|
|||
Outstanding, beginning of year
|
6,042,839
|
|
|
$
|
77.36
|
|
Granted
|
1,250,198
|
|
|
118.97
|
|
|
Exercised
|
(718,275
|
)
|
|
65.98
|
|
|
Forfeited
|
(141,176
|
)
|
|
95.15
|
|
|
Outstanding, end of year
|
6,433,586
|
|
|
$
|
86.33
|
|
Exercisable, end of year
|
3,897,279
|
|
|
$
|
71.21
|
|
|
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
|
56,460
|
|
|
1.96
|
|
$
|
33.00
|
|
|
56,460
|
|
|
1.96
|
|
$
|
33.00
|
|
$35.01 — 50.00
|
93,799
|
|
|
2.75
|
|
48.65
|
|
|
93,799
|
|
|
2.75
|
|
48.65
|
|
||
$50.01 — higher
|
6,283,327
|
|
|
6.90
|
|
87.37
|
|
|
3,747,020
|
|
|
5.41
|
|
72.35
|
|
||
|
6,433,586
|
|
|
6.79
|
|
$
|
86.33
|
|
|
3,897,279
|
|
|
5.30
|
|
$
|
71.21
|
|
|
Restricted Share
Units & Awards
|
|
Weighted Average
Grant
Date Fair Value
|
|||
Non-vested at January 2, 2016
|
1,086,669
|
|
|
$
|
88.19
|
|
Granted
|
445,155
|
|
|
118.20
|
|
|
Vested
|
(315,766
|
)
|
|
117.19
|
|
|
Forfeited
|
(84,034
|
)
|
|
103.95
|
|
|
Non-vested at December 31, 2016
|
1,132,024
|
|
|
$
|
100.53
|
|
|
Share Units
|
|
Weighted Average
Grant
Date Fair Value
|
|||
Non-vested at January 2, 2016
|
842,541
|
|
|
$
|
78.83
|
|
Granted
|
261,081
|
|
|
86.56
|
|
|
Vested
|
(162,136
|
)
|
|
71.42
|
|
|
Forfeited
|
(140,412
|
)
|
|
72.11
|
|
|
Non-vested at December 31, 2016
|
801,074
|
|
|
$
|
84.03
|
|
(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 - 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
|
)
|
|||||
Other comprehensive (loss) income before reclassifications
|
(285.4
|
)
|
|
9.1
|
|
|
76.8
|
|
|
(36.3
|
)
|
|
(235.8
|
)
|
|||||
Reclassification adjustments to earnings
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
12.1
|
|
|
8.8
|
|
|||||
Net other comprehensive (loss) income
|
(285.4
|
)
|
|
5.8
|
|
|
76.8
|
|
|
(24.2
|
)
|
|
(227.0
|
)
|
|||||
Balance - December 31, 2016
|
$
|
(1,586.3
|
)
|
|
$
|
(46.3
|
)
|
|
$
|
88.6
|
|
|
$
|
(377.2
|
)
|
|
$
|
(1,921.2
|
)
|
(Millions of Dollars)
|
|
2016
|
|
2015
|
|
|
||||
Components of accumulated other comprehensive loss
|
|
Reclassification adjustments
|
|
Reclassification adjustments
|
|
Affected line item in Consolidated Statements of Operations
|
||||
Realized gains on cash flow hedges
|
|
$
|
21.7
|
|
|
$
|
57.4
|
|
|
Cost of sales
|
Realized losses on cash flow hedges
|
|
(15.1
|
)
|
|
(15.1
|
)
|
|
Interest Expense
|
||
Total before taxes
|
|
$
|
6.6
|
|
|
$
|
42.3
|
|
|
|
Tax effect
|
|
(3.3
|
)
|
|
(19.9
|
)
|
|
Income taxes on continuing operations
|
||
Realized gains on cash flow hedges, net of tax
|
|
$
|
3.3
|
|
|
$
|
22.4
|
|
|
|
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
||||
Actuarial losses and prior service costs / credits
|
|
$
|
(10.4
|
)
|
|
$
|
(9.7
|
)
|
|
Cost of sales
|
Actuarial losses and prior service costs / credits
|
|
(6.9
|
)
|
|
(6.4
|
)
|
|
Selling, general and administrative
|
||
Total before taxes
|
|
(17.3
|
)
|
|
(16.1
|
)
|
|
|
||
Tax effect
|
|
5.2
|
|
|
5.1
|
|
|
Income taxes on continuing operations
|
||
Amortization of defined benefit pension items, net of tax
|
|
$
|
(12.1
|
)
|
|
$
|
(11.0
|
)
|
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Multi-employer plan expense
|
$
|
5.1
|
|
|
$
|
4.0
|
|
|
$
|
4.0
|
|
Other defined contribution plan expense
|
$
|
15.4
|
|
|
$
|
11.7
|
|
|
$
|
14.0
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
$
|
9.4
|
|
|
$
|
7.0
|
|
|
$
|
8.9
|
|
|
$
|
12.5
|
|
|
$
|
14.4
|
|
|
$
|
13.1
|
|
Interest cost
|
45.3
|
|
|
54.0
|
|
|
56.4
|
|
|
37.0
|
|
|
46.8
|
|
|
59.3
|
|
||||||
Expected return on plan assets
|
(67.9
|
)
|
|
(74.9
|
)
|
|
(72.1
|
)
|
|
(44.5
|
)
|
|
(56.5
|
)
|
|
(61.0
|
)
|
||||||
Prior service cost amortization
|
5.2
|
|
|
1.8
|
|
|
1.1
|
|
|
0.3
|
|
|
0.9
|
|
|
0.3
|
|
||||||
Actuarial loss amortization
|
7.1
|
|
|
7.2
|
|
|
0.9
|
|
|
5.9
|
|
|
7.5
|
|
|
7.0
|
|
||||||
Settlement / curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
1.5
|
|
|
0.3
|
|
||||||
Net periodic pension (benefit) expense
|
$
|
(0.9
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
(4.8
|
)
|
|
$
|
11.9
|
|
|
$
|
14.6
|
|
|
$
|
19.0
|
|
|
Other Benefit Plans
|
||||||||||
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
$
|
1.0
|
|
Interest cost
|
1.7
|
|
|
2.1
|
|
|
2.7
|
|
|||
Prior service credit amortization
|
(1.2
|
)
|
|
(1.3
|
)
|
|
(1.4
|
)
|
|||
Actuarial loss amortization
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Net periodic post-retirement expense
|
$
|
1.1
|
|
|
$
|
1.3
|
|
|
$
|
2.2
|
|
(Millions of Dollars)
|
2016
|
||
Current year actuarial loss
|
$
|
122.1
|
|
Amortization of actuarial loss
|
(13.0
|
)
|
|
Prior service credit from plan amendments
|
(39.4
|
)
|
|
Amortization of prior service costs
|
(4.3
|
)
|
|
Settlement / curtailment loss
|
(0.8
|
)
|
|
Currency / other
|
(31.1
|
)
|
|
Total increase recognized in accumulated other comprehensive loss (pre-tax)
|
$
|
33.5
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
(Millions of Dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at end of prior year
|
$
|
1,385.7
|
|
|
$
|
1,460.5
|
|
|
$
|
1,374.2
|
|
|
$
|
1,540.4
|
|
|
$
|
61.0
|
|
|
$
|
69.8
|
|
Service cost
|
9.4
|
|
|
7.0
|
|
|
12.5
|
|
|
14.4
|
|
|
0.6
|
|
|
0.5
|
|
||||||
Interest cost
|
45.3
|
|
|
54.0
|
|
|
37.0
|
|
|
46.8
|
|
|
1.7
|
|
|
2.1
|
|
||||||
Settlements/curtailments
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
(8.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
41.5
|
|
|
(45.8
|
)
|
|
229.7
|
|
|
(86.7
|
)
|
|
(0.7
|
)
|
|
(2.1
|
)
|
||||||
Plan amendments
|
1.8
|
|
|
5.8
|
|
|
(40.4
|
)
|
|
0.2
|
|
|
(0.8
|
)
|
|
—
|
|
||||||
Foreign currency exchange rates
|
—
|
|
|
—
|
|
|
(190.0
|
)
|
|
(76.2
|
)
|
|
0.3
|
|
|
(1.5
|
)
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Expenses paid from assets and other
|
(5.5
|
)
|
|
(3.4
|
)
|
|
(2.0
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(119.2
|
)
|
|
(92.4
|
)
|
|
(55.8
|
)
|
|
(55.7
|
)
|
|
(7.9
|
)
|
|
(7.8
|
)
|
||||||
Benefit obligation at end of year
|
$
|
1,359.0
|
|
|
$
|
1,385.7
|
|
|
$
|
1,359.8
|
|
|
$
|
1,374.2
|
|
|
$
|
54.2
|
|
|
$
|
61.0
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at end of prior year
|
$
|
1,081.5
|
|
|
$
|
1,174.1
|
|
|
$
|
1,047.3
|
|
|
$
|
1,115.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
90.9
|
|
|
(19.3
|
)
|
|
169.4
|
|
|
8.3
|
|
|
—
|
|
|
—
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
19.4
|
|
|
22.5
|
|
|
29.5
|
|
|
35.5
|
|
|
7.9
|
|
|
7.8
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
—
|
|
|
(167.9
|
)
|
|
(48.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Expenses paid from assets and other
|
(5.5
|
)
|
|
(3.4
|
)
|
|
(2.0
|
)
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(119.2
|
)
|
|
(92.4
|
)
|
|
(55.8
|
)
|
|
(55.7
|
)
|
|
(7.9
|
)
|
|
(7.8
|
)
|
||||||
Fair value of plan assets at end of plan year
|
$
|
1,067.1
|
|
|
$
|
1,081.5
|
|
|
$
|
1,015.3
|
|
|
$
|
1,047.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status — assets less than benefit obligation
|
$
|
(291.9
|
)
|
|
$
|
(304.2
|
)
|
|
$
|
(344.5
|
)
|
|
$
|
(326.9
|
)
|
|
$
|
(54.2
|
)
|
|
$
|
(61.0
|
)
|
Unrecognized prior service cost (credit)
|
5.8
|
|
|
9.1
|
|
|
(35.0
|
)
|
|
2.3
|
|
|
(6.2
|
)
|
|
(6.6
|
)
|
||||||
Unrecognized net actuarial loss
|
267.2
|
|
|
255.8
|
|
|
296.7
|
|
|
233.5
|
|
|
0.5
|
|
|
1.4
|
|
||||||
Unrecognized net transition obligation
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||||
Net amount recognized
|
$
|
(18.9
|
)
|
|
$
|
(39.3
|
)
|
|
$
|
(82.7
|
)
|
|
$
|
(91.0
|
)
|
|
$
|
(59.9
|
)
|
|
$
|
(66.2
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
(Millions of Dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prepaid benefit cost (non-current)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current benefit liability
|
(25.8
|
)
|
|
(11.0
|
)
|
|
(10.0
|
)
|
|
(7.9
|
)
|
|
(5.9
|
)
|
|
(6.7
|
)
|
||||||
Non-current benefit liability
|
(266.1
|
)
|
|
(293.2
|
)
|
|
(334.7
|
)
|
|
(321.9
|
)
|
|
(48.3
|
)
|
|
(54.3
|
)
|
||||||
Net liability recognized
|
$
|
(291.9
|
)
|
|
$
|
(304.2
|
)
|
|
$
|
(344.5
|
)
|
|
$
|
(326.9
|
)
|
|
$
|
(54.2
|
)
|
|
$
|
(61.0
|
)
|
Accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (credit)
|
$
|
5.8
|
|
|
$
|
9.1
|
|
|
$
|
(35.0
|
)
|
|
$
|
2.3
|
|
|
$
|
(6.2
|
)
|
|
$
|
(6.6
|
)
|
Actuarial loss
|
267.2
|
|
|
255.8
|
|
|
296.7
|
|
|
233.5
|
|
|
0.5
|
|
|
1.4
|
|
||||||
Transition liability
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
273.0
|
|
|
$
|
264.9
|
|
|
$
|
261.8
|
|
|
$
|
235.9
|
|
|
$
|
(5.7
|
)
|
|
$
|
(5.2
|
)
|
Net amount recognized
|
$
|
(18.9
|
)
|
|
$
|
(39.3
|
)
|
|
$
|
(82.7
|
)
|
|
$
|
(91.0
|
)
|
|
$
|
(59.9
|
)
|
|
$
|
(66.2
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
(Millions of Dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Projected benefit obligation
|
$
|
1,359.0
|
|
|
$
|
1,385.7
|
|
|
$
|
1,334.1
|
|
|
$
|
894.5
|
|
Accumulated benefit obligation
|
$
|
1,353.0
|
|
|
$
|
1,383.9
|
|
|
$
|
1,290.7
|
|
|
$
|
855.5
|
|
Fair value of plan assets
|
$
|
1,067.1
|
|
|
$
|
1,081.5
|
|
|
$
|
990.5
|
|
|
$
|
566.9
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
(Millions of Dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Projected benefit obligation
|
$
|
1,359.0
|
|
|
$
|
1,385.7
|
|
|
$
|
1,359.0
|
|
|
$
|
921.7
|
|
Accumulated benefit obligation
|
$
|
1,353.0
|
|
|
$
|
1,383.9
|
|
|
$
|
1,313.2
|
|
|
$
|
879.4
|
|
Fair value of plan assets
|
$
|
1,067.1
|
|
|
$
|
1,081.5
|
|
|
$
|
1,014.4
|
|
|
$
|
591.9
|
|
|
Pension Benefits
|
|
|
|||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
|||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
Weighted-average assumptions used to determine benefit obligations at year end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
4.00
|
%
|
|
4.25
|
%
|
|
3.75
|
%
|
|
2.50
|
%
|
|
3.25
|
%
|
|
3.25
|
%
|
|
3.50
|
%
|
|
3.75
|
%
|
|
3.25
|
%
|
Rate of compensation increase
|
3.00
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
3.75
|
%
|
|
3.25
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount 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
|
%
|
Expected return on plan assets
|
6.50
|
%
|
|
6.50
|
%
|
|
7.00
|
%
|
|
4.75
|
%
|
|
5.25
|
%
|
|
5.75
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Asset Category
|
2016
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
50.8
|
|
|
$
|
35.3
|
|
|
$
|
15.5
|
|
Equity securities
|
|
|
|
|
|
||||||
U.S. equity securities
|
303.8
|
|
|
100.7
|
|
|
203.1
|
|
|||
Foreign equity securities
|
254.1
|
|
|
75.8
|
|
|
178.3
|
|
|||
Fixed income securities
|
|
|
|
|
|
||||||
Government securities
|
687.0
|
|
|
227.0
|
|
|
460.0
|
|
|||
Corporate securities
|
687.9
|
|
|
|
|
|
687.9
|
|
|||
Insurance contracts
|
35.0
|
|
|
|
|
|
35.0
|
|
|||
Other
|
63.8
|
|
|
|
|
|
63.8
|
|
|||
Total
|
$
|
2,082.4
|
|
|
$
|
438.8
|
|
|
$
|
1,643.6
|
|
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
|
|
(Millions of Dollars)
|
|
Total
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Years 6-10
|
||||||||||||||
Future payments
|
|
$
|
1,451.4
|
|
|
$
|
187.9
|
|
|
$
|
139.4
|
|
|
$
|
137.3
|
|
|
$
|
139.5
|
|
|
$
|
141.6
|
|
|
$
|
705.7
|
|
(Millions of Dollars)
|
Total
Carrying
Value
|
|
Level 1
|
|
Level 2
|
||||||
December 31, 2016
|
|
|
|
|
|
||||||
Money market fund
|
$
|
4.3
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
Derivative assets
|
$
|
110.2
|
|
|
$
|
—
|
|
|
$
|
110.2
|
|
Derivative liabilities
|
$
|
97.6
|
|
|
$
|
—
|
|
|
$
|
97.6
|
|
January 2, 2016:
|
|
|
|
|
|
||||||
Money market fund
|
$
|
7.0
|
|
|
$
|
7.0
|
|
|
$
|
—
|
|
Derivative assets
|
$
|
79.3
|
|
|
$
|
—
|
|
|
$
|
79.3
|
|
Derivative liabilities
|
$
|
96.1
|
|
|
$
|
—
|
|
|
$
|
96.1
|
|
|
December 31, 2016
|
|
January 2, 2016
|
||||||||||||
(Millions of Dollars)
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Other investments
|
$
|
8.9
|
|
|
$
|
9.2
|
|
|
$
|
11.7
|
|
|
$
|
11.7
|
|
Derivative assets
|
$
|
110.2
|
|
|
$
|
110.2
|
|
|
$
|
79.3
|
|
|
$
|
79.3
|
|
Derivative liabilities
|
$
|
97.6
|
|
|
$
|
97.6
|
|
|
$
|
96.1
|
|
|
$
|
96.1
|
|
Long-term debt, including current portion
|
$
|
3,823.1
|
|
|
$
|
3,967.4
|
|
|
$
|
3,797.2
|
|
|
$
|
4,034.4
|
|
|
1/2/2016
|
|
Net Additions
|
|
Usage
|
|
Currency
|
|
12/31/2016
|
||||||||||
Severance and related costs
|
$
|
44.3
|
|
|
$
|
27.3
|
|
|
$
|
(50.0
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
21.4
|
|
Facility closures and asset impairments
|
14.4
|
|
|
21.7
|
|
|
(21.0
|
)
|
|
(0.9
|
)
|
|
14.2
|
|
|||||
Total
|
$
|
58.7
|
|
|
$
|
49.0
|
|
|
$
|
(71.0
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
35.6
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
7,469.2
|
|
|
$
|
7,140.7
|
|
|
$
|
7,033.0
|
|
Security
|
2,097.4
|
|
|
2,092.9
|
|
|
2,261.2
|
|
|||
Industrial
|
1,840.3
|
|
|
1,938.2
|
|
|
2,044.4
|
|
|||
Consolidated
|
$
|
11,406.9
|
|
|
$
|
11,171.8
|
|
|
$
|
11,338.6
|
|
Segment Profit
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
1,266.9
|
|
|
$
|
1,170.1
|
|
|
$
|
1,074.4
|
|
Security
|
269.2
|
|
|
239.6
|
|
|
259.2
|
|
|||
Industrial
|
304.4
|
|
|
339.9
|
|
|
350.6
|
|
|||
Segment Profit
|
1,840.5
|
|
|
1,749.6
|
|
|
1,684.2
|
|
|||
Corporate overhead
|
(197.2
|
)
|
|
(164.0
|
)
|
|
(177.4
|
)
|
|||
Other-net
|
(196.9
|
)
|
|
(222.0
|
)
|
|
(239.6
|
)
|
|||
Restructuring charges and asset impairments
|
(49.0
|
)
|
|
(47.6
|
)
|
|
(18.8
|
)
|
|||
Interest income
|
23.2
|
|
|
15.2
|
|
|
13.6
|
|
|||
Interest expense
|
(194.5
|
)
|
|
(180.4
|
)
|
|
(177.2
|
)
|
|||
Earnings from continuing operations before income taxes
|
$
|
1,226.1
|
|
|
$
|
1,150.8
|
|
|
$
|
1,084.8
|
|
Capital and Software Expenditures
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
227.3
|
|
|
$
|
191.7
|
|
|
$
|
183.0
|
|
Security
|
38.6
|
|
|
35.9
|
|
|
27.9
|
|
|||
Industrial
|
81.1
|
|
|
83.8
|
|
|
74.3
|
|
|||
Discontinued operations
|
—
|
|
|
—
|
|
|
5.8
|
|
|||
Consolidated
|
$
|
347.0
|
|
|
$
|
311.4
|
|
|
$
|
291.0
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
203.0
|
|
|
$
|
196.5
|
|
|
$
|
193.9
|
|
Security
|
98.2
|
|
|
105.2
|
|
|
127.8
|
|
|||
Industrial
|
106.8
|
|
|
112.3
|
|
|
122.5
|
|
|||
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.6
|
|
Consolidated
|
$
|
408.0
|
|
|
$
|
414.0
|
|
|
$
|
449.8
|
|
Segment Assets
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
8,512.4
|
|
|
$
|
8,492.9
|
|
|
$
|
8,568.2
|
|
Security
|
3,139.0
|
|
|
3,741.6
|
|
|
3,972.0
|
|
|||
Industrial
|
3,359.0
|
|
|
3,438.7
|
|
|
3,501.8
|
|
|||
|
15,010.4
|
|
|
15,673.2
|
|
|
16,042.0
|
|
|||
Assets held for sale
|
523.4
|
|
|
—
|
|
|
29.5
|
|
|||
Corporate assets
|
101.1
|
|
|
(545.4
|
)
|
|
(268.1
|
)
|
|||
Consolidated
|
$
|
15,634.9
|
|
|
$
|
15,127.8
|
|
|
$
|
15,803.4
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
|
|
|
|
|
||||||
United States
|
$
|
6,135.6
|
|
|
$
|
5,882.0
|
|
|
$
|
5,492.4
|
|
Canada
|
515.3
|
|
|
516.3
|
|
|
591.3
|
|
|||
Other Americas
|
635.6
|
|
|
706.5
|
|
|
788.4
|
|
|||
France
|
582.7
|
|
|
595.7
|
|
|
695.6
|
|
|||
Other Europe
|
2,468.6
|
|
|
2,371.5
|
|
|
2,585.3
|
|
|||
Asia
|
1,069.1
|
|
|
1,099.8
|
|
|
1,185.6
|
|
|||
Consolidated
|
$
|
11,406.9
|
|
|
$
|
11,171.8
|
|
|
$
|
11,338.6
|
|
Property, Plant & Equipment
|
|
|
|
|
|
||||||
United States
|
$
|
663.4
|
|
|
$
|
676.0
|
|
|
$
|
639.7
|
|
Canada
|
29.3
|
|
|
19.1
|
|
|
20.9
|
|
|||
Other Americas
|
95.8
|
|
|
82.6
|
|
|
82.2
|
|
|||
France
|
57.5
|
|
|
64.8
|
|
|
74.7
|
|
|||
Other Europe
|
322.3
|
|
|
328.4
|
|
|
333.2
|
|
|||
Asia
|
282.9
|
|
|
279.3
|
|
|
303.4
|
|
|||
Consolidated
|
$
|
1,451.2
|
|
|
$
|
1,450.2
|
|
|
$
|
1,454.1
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
$
|
108.7
|
|
|
$
|
99.6
|
|
Amortization of intangibles
|
851.2
|
|
|
868.5
|
|
||
Liability on undistributed foreign earnings
|
260.7
|
|
|
319.9
|
|
||
Discharge of indebtedness
|
6.2
|
|
|
9.3
|
|
||
Inventories
|
6.2
|
|
|
—
|
|
||
Deferred revenue
|
27.3
|
|
|
25.5
|
|
||
Other
|
61.7
|
|
|
66.8
|
|
||
Total deferred tax liabilities
|
$
|
1,322.0
|
|
|
$
|
1,389.6
|
|
Deferred tax assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
362.5
|
|
|
$
|
361.1
|
|
Doubtful accounts and other customer allowances
|
19.3
|
|
|
19.0
|
|
||
Inventories
|
—
|
|
|
16.1
|
|
||
Accruals
|
110.4
|
|
|
135.6
|
|
||
Restructuring charges
|
4.9
|
|
|
12.6
|
|
||
Operating loss, capital loss and tax credit carryforwards
|
590.3
|
|
|
562.5
|
|
||
Currency and derivatives
|
45.1
|
|
|
42.2
|
|
||
Other
|
126.7
|
|
|
82.7
|
|
||
Total deferred tax assets
|
$
|
1,259.2
|
|
|
$
|
1,231.8
|
|
Net Deferred Tax Liabilities before Valuation Allowance
|
$
|
62.8
|
|
|
$
|
157.8
|
|
Valuation allowance
|
$
|
525.5
|
|
|
$
|
480.7
|
|
Net Deferred Tax Liabilities after Valuation Allowance
|
$
|
588.3
|
|
|
$
|
638.5
|
|
|
2016
|
|
2015
|
||||||||||||
(Millions of Dollars)
|
Deferred
Tax Asset
|
|
Deferred
Tax Liability
|
|
Deferred
Tax Asset |
|
Deferred
Tax Liability
|
||||||||
Current
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(85.4
|
)
|
|
$
|
18.5
|
|
Non-current
|
(147.1
|
)
|
|
735.4
|
|
|
(120.5
|
)
|
|
825.9
|
|
||||
Total
|
$
|
(147.1
|
)
|
|
$
|
735.4
|
|
|
$
|
(205.9
|
)
|
|
$
|
844.4
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
84.8
|
|
|
$
|
64.4
|
|
|
$
|
18.4
|
|
Foreign
|
191.5
|
|
|
171.4
|
|
|
141.1
|
|
|||
State
|
10.6
|
|
|
14.1
|
|
|
17.1
|
|
|||
Total current
|
$
|
286.9
|
|
|
$
|
249.9
|
|
|
$
|
176.6
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
18.2
|
|
|
$
|
64.2
|
|
|
$
|
55.3
|
|
Foreign
|
(26.1
|
)
|
|
(47.3
|
)
|
|
(19.3
|
)
|
|||
State
|
(17.8
|
)
|
|
(18.2
|
)
|
|
14.5
|
|
|||
Total deferred
|
(25.7
|
)
|
|
(1.3
|
)
|
|
50.5
|
|
|||
Income taxes on continuing operations
|
$
|
261.2
|
|
|
$
|
248.6
|
|
|
$
|
227.1
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Tax at statutory rate
|
$
|
429.1
|
|
|
$
|
402.9
|
|
|
$
|
379.7
|
|
State income taxes, net of federal benefits
|
12.5
|
|
|
14.9
|
|
|
24.3
|
|
|||
Difference between foreign and federal income tax
|
(158.5
|
)
|
|
(166.9
|
)
|
|
(178.0
|
)
|
|||
Tax reserve accrual
|
32.0
|
|
|
43.9
|
|
|
1.1
|
|
|||
Audit settlements
|
(10.5
|
)
|
|
1.3
|
|
|
(5.3
|
)
|
|||
NOL/capital loss & valuation allowance related items
|
31.1
|
|
|
(21.6
|
)
|
|
2.7
|
|
|||
Foreign dividends and related items
|
13.7
|
|
|
19.1
|
|
|
25.6
|
|
|||
Change in deferred tax liabilities on undistributed foreign earnings
|
(38.7
|
)
|
|
(31.0
|
)
|
|
(6.0
|
)
|
|||
Statutory income tax rate change
|
1.7
|
|
|
4.8
|
|
|
(0.6
|
)
|
|||
Basis difference for businesses Held for Sale
|
(27.9
|
)
|
|
—
|
|
|
—
|
|
|||
Other-net
|
(23.3
|
)
|
|
(18.8
|
)
|
|
(16.4
|
)
|
|||
Income taxes on continuing operations
|
$
|
261.2
|
|
|
$
|
248.6
|
|
|
$
|
227.1
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
305.9
|
|
|
$
|
405.5
|
|
|
$
|
234.4
|
|
Foreign
|
920.2
|
|
|
745.3
|
|
|
850.4
|
|
|||
Earnings from continuing operations before income taxes
|
$
|
1,226.1
|
|
|
$
|
1,150.8
|
|
|
$
|
1,084.8
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
283.1
|
|
|
$
|
280.8
|
|
|
$
|
269.5
|
|
Additions based on tax positions related to current year
|
14.9
|
|
|
23.2
|
|
|
27.4
|
|
|||
Additions based on tax positions related to prior years
|
53.9
|
|
|
24.3
|
|
|
40.1
|
|
|||
Reductions based on tax positions related to prior years
|
(34.2
|
)
|
|
(14.3
|
)
|
|
(30.9
|
)
|
|||
Settlements
|
5.4
|
|
|
(21.5
|
)
|
|
(5.9
|
)
|
|||
Statute of limitations expirations
|
(13.3
|
)
|
|
(9.4
|
)
|
|
(19.4
|
)
|
|||
Balance at end of year
|
$
|
309.8
|
|
|
$
|
283.1
|
|
|
$
|
280.8
|
|
(Millions of Dollars)
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Operating lease obligations
|
$
|
404.5
|
|
|
$
|
94.5
|
|
|
$
|
78.2
|
|
|
$
|
62.4
|
|
|
$
|
46.9
|
|
|
$
|
35.0
|
|
|
$
|
87.5
|
|
Marketing commitments
|
69.7
|
|
|
33.3
|
|
|
20.7
|
|
|
15.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
474.2
|
|
|
$
|
127.8
|
|
|
$
|
98.9
|
|
|
$
|
78.1
|
|
|
$
|
46.9
|
|
|
$
|
35.0
|
|
|
$
|
87.5
|
|
(Millions of Dollars)
|
Term
|
|
Maximum
Potential
Payment
|
|
Carrying
Amount of
Liability
|
||||
Guarantees on the residual values of leased properties
|
One to four years
|
|
$
|
58.4
|
|
|
$
|
—
|
|
Standby letters of credit
|
Up to three years
|
|
71.1
|
|
|
—
|
|
||
Commercial customer financing arrangements
|
Up to six years
|
|
70.5
|
|
|
22.1
|
|
||
Total
|
|
|
$
|
200.0
|
|
|
$
|
22.1
|
|
(Millions of Dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance beginning of period
|
$
|
105.4
|
|
|
$
|
109.6
|
|
|
$
|
121.1
|
|
Warranties and guarantees issued
|
97.2
|
|
|
91.8
|
|
|
98.0
|
|
|||
Warranty payments and currency
|
(99.2
|
)
|
|
(96.0
|
)
|
|
(109.5
|
)
|
|||
Balance end of period
|
$
|
103.4
|
|
|
$
|
105.4
|
|
|
$
|
109.6
|
|
(Millions of Dollars)
|
2016
|
||
Accounts and notes receivable, net
|
$
|
35.3
|
|
Inventories, net
|
33.2
|
|
|
Property, Plant and Equipment, net
|
52.3
|
|
|
Goodwill and other intangibles, net
|
399.8
|
|
|
Other Assets
|
2.8
|
|
|
Total assets
|
$
|
523.4
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
38.0
|
|
Other liabilities
|
15.5
|
|
|
Total liabilities
|
$
|
53.5
|
|
(Millions of Dollars)
|
2015
|
|
2014
|
||||
Net Sales
|
$
|
39.4
|
|
|
$
|
118.4
|
|
Loss from discontinued operations before income taxes
|
(19.3
|
)
|
|
(104.0
|
)
|
||
Income tax expense (benefit) on discontinued operations
|
0.8
|
|
|
(7.7
|
)
|
||
Net loss from discontinued operations
|
$
|
(20.1
|
)
|
|
$
|
(96.3
|
)
|
|
|
Quarter
|
|
|
||||||||||||||||
(Millions of Dollars, except per share amounts)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,672.1
|
|
|
$
|
2,932.4
|
|
|
$
|
2,882.0
|
|
|
$
|
2,920.4
|
|
|
$
|
11,406.9
|
|
Gross profit
|
|
977.6
|
|
|
1,128.9
|
|
|
1,084.1
|
|
|
1,076.6
|
|
|
4,267.2
|
|
|||||
Selling, general and administrative expenses
|
|
627.8
|
|
|
666.9
|
|
|
645.4
|
|
|
683.8
|
|
|
2,623.9
|
|
|||||
Net earnings from continuing operations
|
|
188.6
|
|
|
271.5
|
|
|
249.0
|
|
|
255.8
|
|
|
964.9
|
|
|||||
Less: Net (loss) earnings attributable to non-controlling interest
|
|
(0.8
|
)
|
|
—
|
|
|
0.1
|
|
|
0.3
|
|
|
(0.4
|
)
|
|||||
Net earnings from continuing operations attributable to Stanley Black & Decker, Inc.
|
|
189.4
|
|
|
271.5
|
|
|
248.9
|
|
|
255.5
|
|
|
965.3
|
|
|||||
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net earnings attributable to Stanley Black & Decker, Inc.
|
|
$
|
189.4
|
|
|
$
|
271.5
|
|
|
$
|
248.9
|
|
|
$
|
255.5
|
|
|
$
|
965.3
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
1.30
|
|
|
$
|
1.87
|
|
|
$
|
1.71
|
|
|
$
|
1.74
|
|
|
$
|
6.61
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total basic earnings per common share
|
|
$
|
1.30
|
|
|
$
|
1.87
|
|
|
$
|
1.71
|
|
|
$
|
1.74
|
|
|
$
|
6.61
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
1.28
|
|
|
$
|
1.84
|
|
|
$
|
1.68
|
|
|
$
|
1.71
|
|
|
$
|
6.51
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total diluted earnings per common share
|
|
$
|
1.28
|
|
|
$
|
1.84
|
|
|
$
|
1.68
|
|
|
$
|
1.71
|
|
|
$
|
6.51
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,630.0
|
|
|
$
|
2,866.9
|
|
|
$
|
2,829.5
|
|
|
$
|
2,845.4
|
|
|
$
|
11,171.8
|
|
Gross profit
|
|
973.6
|
|
|
1,057.2
|
|
|
1,027.0
|
|
|
1,014.2
|
|
|
4,072.0
|
|
|||||
Selling, general and administrative expenses
|
|
623.0
|
|
|
644.5
|
|
|
608.3
|
|
|
610.6
|
|
|
2,486.4
|
|
|||||
Net earnings from continuing operations
|
|
166.0
|
|
|
235.5
|
|
|
233.4
|
|
|
267.3
|
|
|
902.2
|
|
|||||
Less: Net (loss) earnings attributable to non-controlling interest
|
|
(0.8
|
)
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|
0.1
|
|
|
(1.6
|
)
|
|||||
Net earnings from continuing operations attributable to Stanley Black & Decker, Inc.
|
|
166.8
|
|
|
235.7
|
|
|
234.1
|
|
|
267.2
|
|
|
903.8
|
|
|||||
Net loss from discontinued operations
|
|
(4.5
|
)
|
|
(8.5
|
)
|
|
(5.4
|
)
|
|
(1.7
|
)
|
|
(20.1
|
)
|
|||||
Net earnings attributable to Stanley Black & Decker, Inc.
|
|
$
|
162.3
|
|
|
$
|
227.2
|
|
|
$
|
228.7
|
|
|
$
|
265.5
|
|
|
$
|
883.7
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
1.10
|
|
|
$
|
1.59
|
|
|
$
|
1.60
|
|
|
$
|
1.83
|
|
|
$
|
6.10
|
|
Discontinued operations
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|
(0.14
|
)
|
|||||
Total basic earnings per common share
|
|
$
|
1.07
|
|
|
$
|
1.53
|
|
|
$
|
1.57
|
|
|
$
|
1.82
|
|
|
$
|
5.96
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
1.07
|
|
|
$
|
1.54
|
|
|
$
|
1.55
|
|
|
$
|
1.78
|
|
|
$
|
5.92
|
|
Discontinued operations
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|
(0.13
|
)
|
|||||
Total diluted earnings per common share
|
|
$
|
1.04
|
|
|
$
|
1.49
|
|
|
$
|
1.52
|
|
|
$
|
1.77
|
|
|
$
|
5.79
|
|
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)
|
Revised Amended & Restated ByLaws.
|
|
|
|
|
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).
|
|
|
|
|
|
10.1
|
|
(a)
|
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).
|
|
|
|
|
|
(b)
|
364-Day Credit Agreement, made as of January 18, 2017 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A. as administrative agent for the Lenders (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 19, 2017).
|
|
|
|
|
|
10.2
|
|
(a)
|
Executive Retirement Agreement, dated as of July 21, 2016 between Stanley Black & Decker, Inc. and John F. Lundgren (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on July 25, 2016).*
|
|
|
|
|
|
(b)
|
Second Amended and Restated Change in Control Severance Agreement dated July 21, 2016 between Stanley Black & Decker, Inc. and John F. Lundgren. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 25, 2016).*
|
|
|
|
|
|
|
|
|
|
(c)
|
Form of stock option certificate for grant to John F. Lundgren pursuant to the Company’s 2013 Long Term Incentive Plan.*
|
|
|
|
|
|
|
(d)
|
Form of restricted stock unit award certificate for grants of restricted stock units to John F. Lundgren pursuant to the Company’s 2013 Long Term Incentive Plan.*
|
|
|
|
|
|
10.3
|
|
(a)
|
Letter Agreement, dated July 21, 2016, between Stanley Black & Decker, Inc. and James M. Loree (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 25, 2016).*
|
|
|
|
|
|
(b)
|
Second Amended and Restated Change in Control Severance Agreement dated July 21, 2016 between Stanley Black & Decker, Inc. and James M. Loree (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 25, 2016).
|
|
|
|
|
|
10.4
|
|
|
Letter Agreement between Stanley Black & Decker, Inc. and John H. Wyatt effective December 22, 2014, as amended February 17, 2016 (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed on February 19, 2016).*
|
|
|
|
|
10.5
|
|
|
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 10(xv) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
10.6
|
|
|
Form B of Change in Control Severance Agreement. Donald Allan, Jr., is a party to a Change in Control Severance Agreement in this Form (incorporated by reference to Exhibit 10(xvi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
10.7
|
|
|
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).*
|
|
|
|
|
10.8
|
|
|
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).*
|
|
|
|
|
10.9
|
|
|
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).*
|
|
|
|
|
10.10
|
|
|
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).*
|
|
|
|
|
10.11
|
|
(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).*
|
|
|
|
|
|
10.12
|
|
|
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).*
|
|
|
|
|
10.13
|
|
|
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).
|
|
|
|
|
10.14
|
|
|
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).
|
|
|
|
|
10.15
|
|
(a)
|
2001 Long-Term Incentive Plan as amended effective October 17, 2008 (incorporated by reference to Exhibit 10(xi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
(b)
|
Form of Stock Option Certificate for stock options granted pursuant to 2001 Long-Term Incentive Plan (incorporated by reference to Exhibit 10(xiv)(a) to the Company’s Annual Report on Form 10-K for the year ended December 29, 2007).*
|
|
|
|
|
|
10.16
|
|
(a)
|
The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference Exhibit 4.7 to the Company’s Registration Statement on Form S-8 Reg. No. 333-165454 filed on March 12, 2010).*
|
|
|
|
|
|
(b)
|
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).*
|
|
|
|
|
|
10.17
|
|
(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.(incorporated by reference to Exhibit 10.19(b) to the Company’s Annual Report on Form 10-K filed on February 19, 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).*
|
|
|
|
|
|
|
(e)
|
Form of restricted stock unit retention award certificate for grants of restricted stock units to executive officers pursuant to the Company’s 2013 Long Term Incentive Plan.*
|
|
|
|
|
|
10.18
|
|
(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).*
|
|
|
|
|
|
10.19
|
|
|
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).*
|
|
|
|
|
10.20
|
|
|
Special Severance Policy for Management Incentive Compensation Plan Participants Levels 1-5 as amended effective October 17, 2008 (incorporated by reference to Exhibit 10(xxi) to the Company’s Annual Report on Form 10-K for the period ended January 3, 2009).*
|
|
|
|
|
10.21
|
|
|
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).*
|
|
|
|
|
10.22
|
|
|
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).*
|
|
|
|
|
|
|
|
10.23
|
|
|
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).*
|
10.24
|
|
(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).*
|
|
|
|
|
|
10.25
|
|
|
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).*
|
|
|
|
|
10.26
|
|
|
Stock and Asset Purchase Agreement, dated as of October 12, 2016, by and between Newell Brands Inc. and Stanley Black & Decker, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 14, 2016)
|
|
|
|
|
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.
|
1.
|
Annual Meeting
.
The Annual Meeting of the shareholders shall be held at such time in each year and at such place within or without the State of Connecticut as the Board of Directors may determine. Notice thereof shall be mailed to each shareholder to his or her last known post office address not less than ten days nor more than sixty days before such Meeting.
|
2.
|
Special Meetings
.
Special Meetings of the shareholders shall be called by the Chairman, or the Chief Executive Officer or Secretary, or by the Chairman, or the Chief Executive Officer or Secretary upon the written request of the holders of not less than 35% of the voting power of all shares entitled to vote on any issue proposed to be considered at such Meeting by mailing a notice thereof to each shareholder to his or her last known post office address not less than twenty-five days nor more than fifty days before such Meeting.
|
3.
|
Quorum
.
At any Meeting of shareholders the holders of not less than a majority of the shares outstanding and entitled to vote present in person or by proxy shall constitute a quorum. The Directors may establish a record date for voting or other purposes in accordance with law.
|
4.
|
Business to be Conducted at Annual Meeting
.
No business may be transacted at an Annual Meeting of shareholders (including any adjournment thereof), other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the Annual Meeting by any shareholder (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 4 and on the record date for the determination of shareholders entitled to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 4.
|
1.
|
Eligibility to Make Nominations
. Nominations of candidates for election as directors of the Corporation at any meeting of shareholders called for election of directors may be made by the Board of Directors (an "
Election Meeting
") or at any annual meeting of shareholders by any shareholder entitled to vote at such annual meeting.
|
2.
|
Procedure for Nominations by the Board of Directors
. Nominations made by the Board of Directors shall be made at a meeting of the Board of Directors, or by written consent of directors in lieu of a meeting, not less than 30 days prior to the date of the Election Meeting, and such nominations shall be reflected in the minute books for the Corporation as of the date made. At the request of the Secretary of the Corporation each proposed nominee shall provide the Corporation with such information concerning himself or herself as is required, under the rules of the Securities and Exchange Commission, to be included in the Corporation’s proxy statement soliciting proxies for his or her election as a director.
|
3.
|
Procedure for Nominations by Shareholders
. Any shareholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at an Annual Meeting only if such shareholder has given timely written notice of such shareholder's intent to make such nomination or nominations. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date on which the proxy statement was first mailed relating to the immediately preceding Annual Meeting of shareholders;
provided
,
however
, that in the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, in order for a shareholder's notice to be timely it must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of such Annual Meeting was mailed or public disclosure of the date of such Annual Meeting was made, whichever first occurs. In no event shall the public announcement of an adjournment of an Annual Meeting commence a new time period for the giving of a shareholder's notice as described above.
|
4.
|
Substitution of Nominees
. In the event that a person is validly designated as a nominee in accordance with Section 2 of this Article II and shall thereafter become unable or unwilling to stand for election to the Board of Directors, a substitute nominee may be designated by those named as proxies in proxies solicited on behalf of the Board of Directors if the person was designated as nominee in accordance with Section 2 of this Article II.
|
5.
|
Determination of Compliance with Procedure
. If the Chairman of the Election Meeting or the Annual Meeting determines that a nomination was not in accordance with the foregoing procedures, such nomination shall be void and shall be disregarded.
|
1.
|
Directors
.
The business, property and affairs of this Corporation shall be managed by or under the direction of the Board of Directors consisting of not less than nine nor more than eighteen Directors, the exact number to be determined by the Board of Directors from time to time. All Directors shall be shareholders of record. At each Annual Meeting of shareholders, each nominee for Director shall stand for election to a one-year term expiring at the next Annual Meeting of shareholders. Despite the expiration of a Director’s term, such Director shall continue to serve until either the Director’s successor shall have been duly elected and qualified or there is a decrease in the number of Directors. The Directors may increase the prescribed number of Directors by the concurring vote of a majority of the prescribed number of Directors. No reduction of the number of Directors shall remove or shorten the term of any Director in office. A majority of the number of Directors prescribed shall constitute a quorum for the transaction of business.
|
(a)
|
At each Annual Meeting of the shareholders, (i) each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of Directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes; (ii) to be elected, a nominee must have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided a nominee who is elected but receives more votes against than for election shall serve as a Director for a term that shall terminate on the date that is the earlier of (A) ninety days from the date
|
(b)
|
Subsection (a) does not apply to an election of Directors if at the expiration of the notice period specified in Article II, Section 3 of these Bylaws, there are more candidates for election than the number of Directors to be elected, one or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection if the Board of Directors determines before the notice of meeting is given that such individual’s candidacy does not create a bona fide election contest.
|
2.
|
Meetings
.
The Chairman, the Chief Executive Officer or any Vice Chairman may and upon written application of any three Directors shall call a meeting of the Board of Directors to be held at such time and place as may be determined by the person calling said meeting and shall cause notice thereof to be given. Unless waived in writing, three days verbal or written (mail) notice shall be required provided, however, that if in the judgment of any two officers an emergency exists, a meeting may be called forthwith by telephone or facsimile or verbal notice and such notice shall be deemed sufficient notice notwithstanding that some of the Directors may not have actual notice.
|
3.
|
Written Consent
.
If all the Directors, or all members of a committee of the Board of Directors, as the case may be, severally or collectively consent in writing to any action taken or to be taken by the Corporation, and the number of such Directors or members constitutes a quorum for such action, such action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Directors or committee, as the case may be. The Secretary shall file such consents with the minutes of the Board of Directors or of the committee, as the case may be.
|
4.
|
Participation by Telephone
.
A Director may participate in a meeting of the Board of Directors or of a committee by any means of communication by which all Directors participating in the meeting may simultaneously hear one another during the meeting, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
|
5.
|
Vacancies
.
In case any vacancy or vacancies shall exist in the Board of Directors at any time the remaining members of the Board by majority action may fill the vacancy or vacancies. The term of a Director elected to fill a vacancy expires at the next shareholders meeting at which Directors are elected.
|
6.
|
Committees
.
The Board of Directors may from time to time appoint from its membership such committees as it may deem necessary or desirable for the best interests of the Corporation and may delegate to any committee all needful authority to the extent permitted by law. The meetings of all committees are open to all directors. Each committee shall fix its own rules as to procedure and calling of meetings. It shall appoint a Secretary, who need not be a member of the committee. Such Secretary shall call meetings of the committee on the request of the Chair of the committee or any two members and shall keep permanent record of all of its proceedings. A majority of the members of any committee shall constitute a quorum.
|
7.
|
Executive Committee
.
The Directors shall appoint an Executive Committee consisting of the Chairman, the Chief Executive Officer (if he or she shall also be a Director), and at least three other Directors, but in no event shall the Committee consist of less than five members. The Board of Directors may at any time decrease (subject to the provisions of the preceding sentence) or increase the size of said Committee, may change the membership thereof and may fill vacancies therein.
|
8.
|
Finance and Pension Committee
.
A Finance and Pension Committee consisting of at least three Directors shall be appointed by the Board of Directors. The Committee shall advise and assist the Chief Financial Officer and the Treasurer in major matters concerning the finances of the Corporation and in matters of major policy decisions in the purchase and sale of securities. In performance of this the Committee shall regularly review the financial condition of the Corporation so as to counsel these officers and the Board on the total financial resources, strength and capabilities of the Corporation. In this connection, the Committee shall analyze and advise on fundamental corporate changes in capital structure (both debt and equity); review the capital structure of the Corporation and make recommendations with respect to management proposals concerning financing, purchases of treasury stock, investments, and dividend actions; review periodically the Corporation’s risk management program and its adequacy to safeguard the Corporation against extraordinary liabilities or losses; and advise and assist
|
9.
|
Audit Committee
.
An Audit Committee consisting of at least three Directors shall be appointed by the Board of Directors. Except as permitted by the independence requirements of the New York Stock Exchange, none of the Audit Committee members shall be officers or employees of the Corporation or any of its affiliates. Audit Committee members shall have no relationship to the Corporation that may interfere with the exercise of their independence from management and the Corporation. Each member of the Audit Committee shall be financially literate and at least one member shall have accounting or related financial management expertise, as such qualifications are interpreted by the Corporation’s Board of Directors in its business judgment.
|
(a)
|
Meet with the independent auditor prior to the audit to review the plan and scope of the audit; meet with management and the independent auditor to review the audited financial statements, including major issues and developments regarding financial reporting and accounting matters; and review the management letter prepared by the independent auditor and management’s responses.
|
(b)
|
Discuss with the independent auditor the matters required to be discussed on an annual or quarterly basis, as the case may be, under generally accepted auditing standards and any other applicable laws or regulations relating to the conduct of the audit.
|
(c)
|
Meet periodically with management and the independent and internal auditors to review the adequacy of the Corporation’s system of internal controls over
|
(d)
|
Recommend to the Board of Directors the appointment of the independent auditor, subject to shareholder approval, which firm is ultimately accountable to the Audit Committee and the Board of Directors; approve the fees to be paid to the independent auditor; receive and review with the independent auditor periodic reports regarding the auditor’s independence and if so determined by the Audit Committee, recommend that the Board of Directors take appropriate action to satisfy itself of the independence of the auditor; and evaluate the performance of the independent auditor and, if so determined by the Audit Committee, recommend that the Board of Directors replace the independent auditor.
|
(e)
|
Periodically review the audit plan, the internal audit department responsibilities, budget, resources, skills and staffing; concur in the appointment or replacement of the Director of Internal Audit; review at least annually a summary of audit findings prepared by the internal auditing department and management’s responses.
|
(f)
|
Review with the Corporation’s General Counsel the Corporation’s legal compliance, including the Business Conduct Guidelines and legal, regulatory or compliance matters that may have a material impact on the financial statements.
|
(g)
|
Evaluate the adequacy of the Corporation’s Audit Committee Charter annually and recommend any changes to the Board of Directors for adoption.
|
(h)
|
Perform any other oversight functions as requested by the Board of Directors.
|
10.
|
Compensation and Organization Committee
.
A Compensation and Organization Committee consisting of at least three Directors, none of whom shall be employees of the Corporation or any of its subsidiaries, shall be appointed by the Board of Directors. The Committee shall review and approve major organization and compensation structure changes as recommended by Management. Although the Board, itself, will review the performance of the chief executive officer and fix his or her salary, the Committee shall approve the performance and determine the salaries of the other executive officers of the Corporation and of other senior executives whose base salary exceeds an amount fixed by the Board of Directors; shall determine the compensation of all executive officers and such senior executives under the Corporation’s senior executive compensation plans; shall administer all of the Corporation’s senior executive compensation plans; and shall assure that there is a succession plan in place.
|
11.
|
Corporate Governance Committee
.
A Corporate Governance Committee consisting of at least three directors, none of whom shall be employees of the Corporation or any of its subsidiaries, shall be appointed by the Board of Directors. The Committee shall consider
|
12.
|
In the absence of any one or more members from a meeting of any of the committees provided for in these Bylaws, the Chairman or the Chief Executive Officer may in his or her discretion invite any member or members of the Board (otherwise qualified to serve) to attend such meeting. Temporary members thus appointed to attend for absentees shall act as regular members and shall have the right to vote.
|
13.
|
Powers of All Committees
.
The powers of all committees are at all times subject to the control of the Directors, and any member of any committee may be removed at any time at the pleasure of the Board.
|
1.
|
Election of Officers
.
The Board of Directors shall have power to elect from its own members or otherwise a Chairman, a President, a Chief Executive Officer, one or more Vice Chairmen and Vice Presidents, a Controller, a Secretary, a Treasurer, one or more Assistant Treasurers and Assistant Secretaries, and such other officers, agents and employees as it may deem expedient, and to define the duties and authority of all officers, employees and agents and to delegate to them such lawful powers as may be deemed advisable.
|
2.
|
Chairman of the Board
.
If the Directors have elected a Chairman, the Chairman shall preside at all meetings of the Board, except that in the Chairman’s absence, the Directors present shall designate a person to preside. The Chairman shall have such additional duties as the Board of Directors or the Executive Committee may assign.
|
3.
|
President
.
The President shall be elected by the Directors and shall have such duties as the Board of Directors or the Executive Committee may assign.
|
4.
|
Chief Executive Officer.
One of the officers shall be appointed Chief Executive Officer of the Corporation by the Board of Directors. Subject to the Board of Directors and the Executive Committee, the Chief Executive Officer shall have general supervision and control of the policies, business and affairs of the Corporation.
|
5.
|
Vice Chairmen
.
Each Vice Chairman shall have such powers and perform such duties as may be conferred upon him or her or determined by the Chief Executive Officer.
|
6.
|
Vice Presidents
.
Each Vice President shall have such powers and perform such duties as may be conferred upon him or her or determined by the Chief Executive Officer.
|
7.
|
Treasurer
.
The Treasurer shall have the oversight and control of the funds of the Corporation and shall have the power and authority to make and endorse notes, drafts and checks and other obligations necessary for the transaction of the business of the Corporation except as herein otherwise provided.
|
8.
|
Controller
.
The Controller shall have the oversight and control of the accounting records of the Corporation and shall prepare such accounting reports and recommendations as shall be appropriate for the operation of the Corporation.
|
9.
|
Secretary
.
It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of all meetings of the shareholders and Board of Directors of the Corporation, and of its Committees, and to authenticate records of the Corporation.
|
10.
|
Assistant Treasurers
.
The Assistant Treasurers shall have such duties as the Treasurer shall determine.
|
11.
|
Assistant Secretaries
.
The Assistant Secretaries shall have such duties as the Secretary shall determine.
|
12.
|
Powers of All Officers
.
The powers of all officers are at all times subject to the control of the Directors, and any officer may be removed at any time at the pleasure of the Board.
|
(a)
|
is or was a Director, officer, employee or agent of the Corporation, or
|
(b)
|
served at the Corporation’s request as a director, officer, employee or agent of another corporation,
|
1.
|
Signatures
.
Certificates of stock shall be signed by the Chairman, the President or a Vice President and by the Secretary or the Treasurer (except that where any such certificate is signed by a transfer agent or transfer clerk and by the registrar, the signatures of any such Chairman, President, Vice President, Secretary or Treasurer may be facsimiles, engraved or printed) and shall be sealed with the seal of the corporation (or shall bear a facsimile of such seal).
|
2.
|
Lost Certificates
.
No certificate for shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed except upon production of such evidence of such loss, theft or destruction as the Board of Directors in its discretion may require and upon delivery to the Corporation of a bond of indemnity in form and, unless such requirement is waived by Resolution of the Board, with one or more sureties, satisfactory to the Board in at least double the value of the stock represented by said Certificate.
|
(a)
|
Except as set forth in subsection (b) hereof, the Corporation shall not acquire any of its voting equity securities (as defined below) at a price per share above the market price per share (as defined below) of such securities on the date of such acquisition from any person actually known by the Corporation to be the beneficial owner (as determined pursuant to Rule 13d‑3 under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation) of more than three percent of the Corporation’s voting equity securities who has been the beneficial owner of the Corporation’s voting equity securities for less than two years prior to the date of the Corporation’s acquisition thereof, unless such acquisition (i) has been approved by a vote of a majority of the shares entitled to vote, excluding shares owned by any beneficial owner any of whose shares are proposed to be acquired pursuant to the proposed acquisition that is the subject of such vote or (ii) is pursuant to an offer made on the same terms to all holders of securities of such class. The determination of the Board of Directors shall be conclusive in determining the price paid per share for acquired voting equity securities if the Corporation acquires such securities for consideration other than cash.
|
(b)
|
This provision shall not restrict the Corporation from: (i) acquiring shares in the open market in transactions in which there has been no prior arrangement with, or solicitation of (other than a solicitation publicly made to all holders), any selling holder of voting equity securities or in which all shareholders desiring to sell their shares have an equal chance to sell their shares; (ii) offering to acquire shares of shareholders owning less than 100 shares of any class of voting equity securities; (iii) acquiring shares pursuant to the
|
(c)
|
Market price per share on a particular day means the highest sale price on that day or during the period of five trading days immediately preceding that day of a share of such voting equity security on the Composite Tape for New York Stock Exchange‑Listed Stocks, or if such voting equity security is not quoted on the Composite Tape on the New York Stock Exchange or listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such voting equity security is listed, or, if such voting equity security is not listed on any such exchange, the highest sales price or, if sales price is not reported, the highest closing bid quotation with respect to a share of such voting equity security on that day or during the period of five trading days immediately preceding that day on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such voting equity security as determined by a majority of the Board of Directors.
|
(d)
|
Voting equity securities of the Corporation means equity securities issued from time to time by the Corporation which by their terms are entitled to be voted generally in the election of the directors of the Corporation.
|
(e)
|
The Board of Directors shall have the power to interpret the terms and provisions of, and make any determinations with respect to, this Article XI, which interpretations and determinations shall be conclusive.
|
Grant Date:
December 2, 2016
|
Expiration Date:
December 2, 2026
|
Purchase Price Per Share:
$____________
|
Vests:
50% on April 30, 2018 and 50% on April 30, 2019
|
James M. Loree
|
Chief Executive Officer
|
Stanley Black & Decker, Inc.
|
Grant Date:
December 2, 2016
|
Vests: 50% on April 30, 2018 and 50% on April 30, 2019
|
James M. Loree
|
Chief Executive Officer
|
Stanley Black & Decker, Inc.
|
Grant Date:
<Date>
|
Vests: as set forth in your Equity Plan account for this Award
|
James M. Loree
|
Chief Executive Officer
|
Stanley Black & Decker, Inc.
|
|
Fiscal Year
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Earnings from continuing operations before income taxes and non-controlling interest
|
$
|
1,226.1
|
|
|
$
|
1,150.8
|
|
|
$
|
1,084.8
|
|
|
$
|
587.6
|
|
|
$
|
533.1
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
194.5
|
|
|
180.4
|
|
|
177.2
|
|
|
160.1
|
|
|
144.0
|
|
|||||
Portion of rents representative of interest factor
|
12.6
|
|
|
12.0
|
|
|
13.6
|
|
|
14.6
|
|
|
14.4
|
|
|||||
Income as adjusted
|
$
|
1,433.2
|
|
|
$
|
1,343.2
|
|
|
$
|
1,275.6
|
|
|
$
|
762.3
|
|
|
$
|
691.5
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
194.5
|
|
|
$
|
180.4
|
|
|
$
|
177.2
|
|
|
$
|
160.1
|
|
|
$
|
144.0
|
|
Portion of rents representative of interest factor
|
12.6
|
|
|
12.0
|
|
|
13.6
|
|
|
14.6
|
|
|
14.4
|
|
|||||
Fixed charges
|
$
|
207.1
|
|
|
$
|
192.4
|
|
|
$
|
190.8
|
|
|
$
|
174.7
|
|
|
$
|
158.4
|
|
Ratio of earnings to fixed charges
|
6.9
|
|
|
7.0
|
|
|
6.7
|
|
|
4.4
|
|
|
4.4
|
|
|
|
Jurisdiction of Incorporation/
|
Corporate Name
|
|
Organization
|
Domestic Subsidiaries
|
|
United States
|
AeroScout (US) LLC
|
|
Delaware
|
AeroScout LLC
|
|
Delaware
|
Asia Fastening (US), Inc.
|
|
Delaware
|
BD Abrasive LLC
|
|
Delaware
|
B&D Holdings, Inc.
|
|
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
|
DIYZ, LLC
|
|
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
|
Domestic Subsidiaries (continued)
|
|
|
RIGHTCO II, LLC
|
|
Delaware
|
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 Atlantic Inc.
|
|
Delaware
|
Stanley Access Technologies LLC
|
|
Delaware
|
Stanley Black & Decker, Inc.
|
|
Connecticut
|
Stanley Black & Decker Cayman Holdings, Inc.
|
|
Delaware
|
Stanley Black & Decker Chile, L.L.C.
|
|
Delaware
|
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
|
TSI Monitoring LLC
|
|
Nevada
|
TSI Sales & Installation LLC
|
|
Nevada
|
The Black & Decker Corporation
|
|
Maryland
|
The Farmington River Power Company
|
|
Connecticut
|
View Technologies, LLC
|
|
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
|
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
|
Stanley Black & Decker (Barbados) SRL
|
|
Barbados
|
Black & Decker Limited BVBA
|
|
Belgium
|
Facom Belgie 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 Europe BVBA
|
|
Belgium
|
Stanley Security Belgium 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
|
|
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
|
Besco Machinery Industry (Zhejiang) Co., Ltd.
|
|
China
|
International Subsidiaries (continued)
|
|
Jurisdiction of Incorporation/
Organization
|
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
|
QINGDAO SUNGUN POWER TOOL CO., LTD.
|
|
China
|
Shanghai Eastern Iron Hardware Co., Ltd.
|
|
China
|
Shanghai Emhart Fastening Systems Co., Ltd.
|
|
China
|
Stanley Black & Decker Precision Manufacturing (Shenzhen) Co., 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
|
Yong Ru Plastics Industry (Suzhou) 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 SAS
|
|
France
|
Black & Decker Finance SAS
|
|
France
|
Bost Garnache Industries SAS
|
|
France
|
Dubuis et Cie SAS
|
|
France
|
Emhart Fastening & Assembly SNC
|
|
France
|
Facom Holding SAS
|
|
France
|
Facom SAS
|
|
France
|
Novia SWK SAS
|
|
France
|
Piole Parolai Equipement SAS
|
|
France
|
Pro One Finance SAS
|
|
France
|
Societe Miniere et Commerciale SAS
|
|
France
|
Stanley Black & Decker France SAS
|
|
France
|
Stanley Black & Decker France Services SAS
|
|
France
|
Stanley Healthcare Solutions France Sàrl
|
|
France
|
Stanley Security France SAS
|
|
France
|
International Subsidiaries (continued)
|
|
Jurisdiction of Incorporation/
Organization
|
Stanley Tools SAS
|
|
France
|
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 Holding GmbH
|
|
Germany
|
Stanley Security Deutschland 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 Power Tools (Hong Kong) Limited
|
|
Hong Kong
|
BD Suzhou (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
|
Niscavah Investments Ltd
|
|
Hong Kong
|
Stanley Black & Decker Hungary Korlatolt Felelossegu Tarsasag
|
|
Hungary
|
Stanley Finance Hungary Group Financing Limited Liability Company
|
|
Hungary
|
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)
|
|
Jurisdiction of Incorporation/
Organization
|
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.à r.l.
|
|
Luxembourg
|
Black & Decker Asia Manufacturing Holdings 2 S.à r.l.
|
|
Luxembourg
|
Black & Decker Global Holdings S.à r.l.
|
|
Luxembourg
|
Black & Decker International Holdings S.à r.l.
|
|
Luxembourg
|
Black & Decker Luxembourg Finance S.C.A.
|
|
Luxembourg
|
Black & Decker Luxembourg S.A.R.L.
|
|
Luxembourg
|
Black & Decker TransAsia S.à r.l.
|
|
Luxembourg
|
Chesapeake Investments Company S.A.R.L.
|
|
Luxembourg
|
Global Fastening (Luxembourg) S.à r.l.
|
|
Luxembourg
|
Infastech S.à r.l.
|
|
Luxembourg
|
SBD European Security Holdings S.à r.l.
|
|
Luxembourg
|
Stanley Black & Decker Partnership Japan
|
|
Luxembourg
|
SBD MDGP Partnership Holdings S.à r.l.
|
|
Luxembourg
|
SBD Niscayah S.à r.l.
|
|
Luxembourg
|
Stanley Black & Decker Holdings S.à 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 Holdings B.V.
|
|
Netherlands
|
Chiro Tools Holdings B.V.
|
|
Netherlands
|
CRC-Evans B.V.
|
|
Netherlands
|
Emhart Teknologies B.V.
|
|
Netherlands
|
Interfast B.V.
|
|
Netherlands
|
Stanley Black & Decker Asian Holdings B.V.
|
|
Netherlands
|
International Subsidiaries (continued)
|
|
Jurisdiction of Incorporation/
Organization
|
Stanley Black & Decker Netherlands B.V.
|
|
Netherlands
|
Stanley European Holdings B.V.
|
|
Netherlands
|
Stanley European Holdings II B.V.
|
|
Netherlands
|
Stanley Israel Investments B.V.
|
|
Netherlands
|
Totaal Beveiligingen B.V.
|
|
Netherlands
|
Stanley Security Alarmcentrale B.V.
|
|
Netherlands
|
Stanley Security Nederland B.V.
|
|
Netherlands
|
Stanley Works Holdings B.V.
|
|
Netherlands
|
Stanley Black & Decker Hardware 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 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
|
Onglin International Limited
|
|
Samoa
|
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, S.L.
|
|
Spain
|
Pacom Systems España, S.L.
|
|
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
|
International Subsidiaries (continued)
|
|
Jurisdiction of Incorporation/
Organization
|
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
|
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 Black & Decker MEA 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 Power Tools LTD
|
|
United Kingdom
|
Emhart International Limited
|
|
United Kingdom
|
Facom UK 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 Finance 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
|
Tucker Fasteners Limited
|
|
United Kingdom
|
Universal Inspection Systems Limited
|
|
United Kingdom
|
International Subsidiaries (continued)
|
|
Jurisdiction of Incorporation/
Organization
|
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/ James M. Loree
|
|
President and Chief Executive Officer, Director
|
|
February 15, 2017
|
|
James M. Loree
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Andrea J. Ayers
|
|
Director
|
|
February 15, 2017
|
|
Andrea J. Ayers
|
|
|
|
|
|
|
|
|
|||
/s/ George W. Buckley
|
|
Director
|
|
February 15, 2017
|
|
George W. Buckley
|
|
|
|
|
|
|
|
|
|||
/s/ Patrick D. Campbell
|
|
Director
|
|
February 15, 2017
|
|
Patrick D. Campbell
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Carlos M. Cardoso
|
|
Director
|
|
February 15, 2017
|
|
Carlos M. Cardoso
|
|
|
|
|
|
|
|
|
|||
/s/ Robert B. Coutts
|
|
Director
|
|
February 15, 2017
|
|
Robert B. Coutts
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Debra A. Crew
|
|
Director
|
|
February 15, 2017
|
|
Debra A. Crew
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael D. Hankin
|
|
Director
|
|
February 15, 2017
|
|
Michael D. Hankin
|
|
|
|
|
|
|
|
|
|||
/s/ Anthony Luiso
|
|
Director
|
|
February 15, 2017
|
|
Anthony Luiso
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Marianne M. Parrs
|
|
Director
|
|
February 15, 2017
|
|
Marianne M. Parrs
|
|
|
|
|
|
|
|
|
|
||
/s/ Robert L. Ryan
|
|
Director
|
|
February 15, 2017
|
|
Robert L. Ryan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James M. Loree
|
Date:
|
February 15, 2017
|
James M. Loree
|
|
|
President and Chief Executive Officer
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/s/ Donald Allan Jr.
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Date:
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February 15, 2017
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Donald Allan Jr.
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Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ James M. Loree
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James M. Loree
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President and Chief Executive Officer
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February 15, 2017
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Donald Allan Jr.
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Donald Allan Jr.
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Executive Vice President and Chief Financial Officer
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February 15, 2017
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