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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Emerging growth 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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ITEM 16.
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SIGNATURES
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EX-10.16.b
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EX-10.25
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EX-10.26
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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, including data privacy;
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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
2017
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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42
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16
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58
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Industrial
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13
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5
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18
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Security
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2
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2
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4
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Corporate
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2
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2
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4
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Total
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59
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25
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84
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2017
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2016
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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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132.87
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$
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115.75
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$
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0.58
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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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Second
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$
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143.05
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$
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130.57
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$
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0.58
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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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Third
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$
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152.30
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$
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137.07
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$
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0.63
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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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Fourth
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$
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170.03
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$
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154.53
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$
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0.63
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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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Total
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$
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2.42
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$
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2.26
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2017
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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 1 - November 4
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2,943
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$
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160.34
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—
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15,000,000
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November 5 - December 2
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18,516
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$
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168.24
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—
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15,000,000
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December 3 - December 30
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52,653
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$
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169.58
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—
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15,000,000
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Total
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74,112
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$
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168.88
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—
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15,000,000
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(a)
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The shares of common stock in this column were deemed surrendered to the Company by participants in various benefit plans of the Company to satisfy the participants’ taxes related to vesting or delivery of time-vesting restricted share units under those plans.
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(b)
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On July 20, 2017, the Board of Directors approved a new repurchase program for up to 15.0 million shares of the Company’s common stock and terminated its previously approved repurchase program. As of December 30, 2017, the authorized shares available for repurchase under the new repurchase program totaled 15.0 million shares. The currently authorized shares available for repurchase do not include approximately 3.6 million shares reserved and authorized for purchase under the Company’s previously approved repurchase program relating to a forward share purchase contract entered into in March 2015. Refer to
Note J, 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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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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2017
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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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115.20
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$
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139.71
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$
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155.80
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$
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173.88
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$
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261.65
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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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134.09
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$
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153.00
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$
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152.80
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$
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173.68
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$
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211.58
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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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142.63
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$
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157.09
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$
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151.13
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$
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182.19
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$
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220.47
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(Millions of Dollars, Except Per Share Amounts)
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2017 (a)
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2016
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2015
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2014 (b)
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2013 (c)
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Net sales
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$
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12,747
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$
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11,407
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$
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11,172
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$
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11,339
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$
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10,890
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Net earnings from continuing operations attributable to common shareowners
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$
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1,226
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$
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965
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$
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904
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$
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857
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$
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520
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Net loss from discontinued operations(d)
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$
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—
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$
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—
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$
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(20
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)
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$
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(96
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)
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$
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(30
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)
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Net Earnings Attributable to Common Shareowners
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$
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1,226
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$
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965
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$
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884
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$
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761
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$
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490
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Basic earnings (loss) per share:
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Continuing operations
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$
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8.19
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$
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6.61
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$
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6.10
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$
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5.49
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$
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3.35
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Discontinued operations(d)
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$
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—
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$
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—
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$
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(0.14
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)
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$
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(0.62
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)
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$
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(0.19
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)
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Total basic earnings per share
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$
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8.19
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$
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6.61
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$
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5.96
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$
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4.87
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$
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3.16
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Diluted earnings (loss) per share:
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|
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Continuing operations
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$
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8.04
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$
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6.51
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|
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$
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5.92
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|
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$
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5.37
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|
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$
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3.28
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Discontinued operations(d)
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$
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—
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$
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—
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$
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(0.13
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)
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$
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(0.60
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)
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$
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(0.19
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)
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Total diluted earnings per share
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$
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8.04
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$
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6.51
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$
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5.79
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$
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4.76
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|
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$
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3.09
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Percent of net sales (Continuing operations):
|
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|
|
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|
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Cost of sales
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62.5
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%
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62.6
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%
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63.6
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%
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63.8
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%
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64.2
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%
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|||||
Selling, general and administrative(e)
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23.4
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%
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23.0
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%
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|
22.3
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%
|
|
22.9
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%
|
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24.7
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%
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|||||
Other, net
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2.3
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%
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1.7
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%
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2.0
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%
|
|
2.1
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%
|
|
2.6
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%
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|||||
Restructuring charges and asset impairments
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0.4
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%
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0.4
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%
|
|
0.4
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%
|
|
0.2
|
%
|
|
1.6
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%
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|||||
Interest, net
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1.4
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%
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|
1.5
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%
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|
1.5
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%
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1.4
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%
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1.4
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%
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|||||
Earnings before income taxes
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12.0
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%
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10.7
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%
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10.3
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%
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|
9.6
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%
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5.4
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%
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|||||
Net earnings from continuing operations attributable to common shareowners
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9.6
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%
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|
8.5
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%
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|
8.1
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%
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|
7.6
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%
|
|
4.8
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%
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|||||
Balance sheet data:
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||||||||||
Total assets(f)
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$
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19,080
|
|
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$
|
15,635
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|
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$
|
15,128
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|
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$
|
15,803
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|
|
$
|
16,486
|
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Long-term debt, including current maturities(f)
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$
|
3,826
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|
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$
|
3,815
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|
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$
|
3,797
|
|
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$
|
3,800
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|
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$
|
3,760
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Stanley Black & Decker, Inc.’s shareowners’ equity
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|
$
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8,297
|
|
|
$
|
6,367
|
|
|
$
|
5,812
|
|
|
$
|
6,429
|
|
|
$
|
6,799
|
|
Ratios:
|
|
|
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|
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|
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||||||||||
Total debt to total capital
|
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31.6
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%
|
|
37.5
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%
|
|
39.5
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%
|
|
37.2
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%
|
|
37.9
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%
|
|||||
Income tax rate - continuing operations
|
|
19.7
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%
|
|
21.3
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%
|
|
21.6
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%
|
|
20.9
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%
|
|
11.7
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%
|
|||||
Common stock data:
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|
|
|
|
|
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|
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|
||||||||||
Dividends per share
|
|
$
|
2.42
|
|
|
$
|
2.26
|
|
|
$
|
2.14
|
|
|
$
|
2.04
|
|
|
$
|
1.98
|
|
Equity per basic share at year-end
|
|
$
|
55.17
|
|
|
$
|
42.76
|
|
|
$
|
39.08
|
|
|
$
|
41.34
|
|
|
$
|
43.73
|
|
Market price per share — high
|
|
$
|
170.03
|
|
|
$
|
125.78
|
|
|
$
|
110.17
|
|
|
$
|
97.36
|
|
|
$
|
92.36
|
|
Market price per share — low
|
|
$
|
115.75
|
|
|
$
|
90.14
|
|
|
$
|
90.51
|
|
|
$
|
75.64
|
|
|
$
|
73.97
|
|
Weighted-average shares outstanding (in 000’s):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
149,629
|
|
|
146,041
|
|
|
148,234
|
|
|
156,090
|
|
|
155,237
|
|
|||||
Diluted
|
|
152,449
|
|
|
148,207
|
|
|
152,706
|
|
|
159,737
|
|
|
158,776
|
|
|||||
Other information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average number of employees
|
|
57,076
|
|
|
53,231
|
|
|
51,815
|
|
|
50,375
|
|
|
49,445
|
|
|||||
Shareowners of record at end of year
|
|
10,014
|
|
|
10,313
|
|
|
10,603
|
|
|
10,932
|
|
|
11,235
|
|
(a)
|
The Company's 2017 results include $156 million of pre-tax acquisition-related charges and a $264 million pre-tax gain on sales of businesses, primarily related to the divestiture of the mechanical security businesses. As a result, as a percentage of Net sales, Cost of sales was 37 basis points higher, Selling, general, & administrative was 30 basis points higher, Other, net was 46 basis points higher, Restructuring charges and asset impairments was 11 basis points higher, and Earnings before income taxes was 85 basis points higher. The net tax benefit of the acquisition-related charges and gain on sales of businesses was $7 million. Income taxes on continuing operations for 2017 also includes
|
(b)
|
The Company's 2014 results include $54 million of pre-tax charges related to merger and acquisition-related charges. As a result of these charges, net earnings attributable to common shareowners were reduced by $49 million (or $0.30 per diluted share). As a percentage of Net sales, Cost of sales was 2 basis points higher, Selling, general & administrative was 28 basis points higher, Other-net was 2 basis points higher, Earnings before income taxes was 48 basis points lower, and Net earnings attributable to common shareowners was 43 basis points lower. The Income tax rate - continuing operations ratio was 53 basis points higher.
|
(c)
|
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 earnings attributable to common shareowners was 248 basis points lower. The Income tax rate - continuing operations ratio was 761 basis points lower.
|
(d)
|
Discontinued operations in 2015 reflects a $20 million loss, or $0.13 per diluted share, primarily related to operating losses associated with the Security segment’s Spain and Italy operations (“Security Spain and Italy”), which were classified as held for sale in the fourth quarter of 2014 and subsequently sold in 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. Refer to
Note T, Divestitures
, of the
Notes to Consolidated Financial Statements
in
Item 8
for further discussion of the Company's divestitures.
|
(e)
|
SG&A is inclusive of the Provision for Doubtful Accounts.
|
(f)
|
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 new presentation.
|
•
|
Continue organic growth momentum by utilizing the SFS 2.0 operating system, diversifying toward higher-growth, higher-margin businesses, and increasing the relative weighting of emerging markets;
|
•
|
Be selective and operate in markets where brand is meaningful, the value proposition is definable and sustainable through innovation and global cost leadership is achievable; and
|
•
|
Pursue acquisitive growth on multiple fronts by building upon its existing global tools platform, expanding the Industrial platform in Engineered Fastening and Infrastructure, consolidating the commercial electronic security industry and pursuing adjacencies with sound industrial logic.
|
•
|
4-6% organic revenue growth;
|
•
|
10-12% total revenue growth;
|
•
|
10-12% total EPS growth (7-9% organically) excluding acquisition-related charges;
|
•
|
Free cash flow equal to, or exceeding, net income; and
|
•
|
Sustain 10+ working capital turns.
|
•
|
$47 million reducing Gross Profit primarily pertaining to amortization of the inventory step-up adjustment for the Newell Tools acquisition;
|
•
|
$38 million in SG&A primarily for integration-related costs and consulting fees;
|
•
|
$58 million in Other, net primarily for deal transaction and consulting costs; and
|
•
|
$13 million in Restructuring charges pertaining to facility closures and employee severance.
|
•
|
The Tools & Storage business is the tool company to own, with strong brands, proven innovation, global scale, and a broad offering of power tools, hand tools, accessories, and storage & digital products across many channels in both developed and developing markets.
|
•
|
The Engineered Fastening business is a highly profitable, GDP+ growth business offering highly engineered, value-added innovative solutions with recurring revenue attributes and global scale.
|
•
|
The Security business, with its attractive recurring revenue, presents a significant margin accretion opportunity over the longer term and has historically provided a stable revenue stream through economic cycles, is a gateway into the digital world and an avenue to capitalize on rapid digital changes.
|
•
|
Digital Excellence
uses the power of digital to contemporize, be disruptive, and create value throughout the Company's array of products, processes and business models. Digital Excellence means leveraging the power of emerging technologies across the Company's businesses to connected devices, the Internet of Things ("IoT"), and big data, as well as social and mobile, even more than what is being done today. Digital is penetrating all aspects of the organization and feeds into and supports the other elements of SFS 2.0 - enabling better asset efficiency through Core SFS, greater cost effectiveness via the Company's support functions, and improving revenues and margins via customer-facing opportunities.
|
•
|
Commercial Excellence
is about how the Company becomes more effective and efficient in its customer-facing processes resulting in continued share gains and margin expansion throughout its businesses. The Company views Commercial Excellence as world-class execution across seven areas: customer insights, innovation and portfolio management, pricing and promotion, brand and marketing, sales force deployment and effectiveness, channel programs, and the customer experience.
|
•
|
Breakthrough Innovation
is aimed at developing a culture to identify and commercialize market disrupting innovations, each with revenue generation potential greater than $100 million annually. The Company's focus remains on utilizing technologies to come up with major breakthroughs 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.
|
•
|
Core SFS / Industry 4.0,
which targets cost and 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 five operating principles encompassed by Core SFS, which work in concert, include: sales and operations planning ("S&OP"), operational lean, complexity reduction, global supply management, and order-to-cash excellence. The Company plans to continue leveraging these principles to further enhance the Company's already strong asset efficiency performance. Additionally, the Company is making investments behind the adoption of Industry 4.0 and advancing the Company's capabilities surrounding the automation of manufacturing that includes IoT, cloud computing, Artificial Intelligence ("AI"), 3-D printing, robotics, and advanced materials, among others.
|
•
|
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 roughly a hundred acquisitions are not as efficient as they can be based on external benchmarks. This presents the Company with an opportunity to realize the benefits from scale, reduce its SG&A as a percent of sales, and become a cost effectiveness enabler with the side benefit of helping to fund the other aspects of SFS 2.0 and to support margin expansion.
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
8,862
|
|
|
$
|
7,469
|
|
|
$
|
7,141
|
|
Segment profit
|
$
|
1,450
|
|
|
$
|
1,267
|
|
|
$
|
1,170
|
|
% of Net sales
|
16.4
|
%
|
|
17.0
|
%
|
|
16.4
|
%
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
1,946
|
|
|
$
|
1,840
|
|
|
$
|
1,938
|
|
Segment profit
|
$
|
352
|
|
|
$
|
304
|
|
|
$
|
340
|
|
% of Net sales
|
18.1
|
%
|
|
16.5
|
%
|
|
17.5
|
%
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
1,939
|
|
|
$
|
2,097
|
|
|
$
|
2,093
|
|
Segment profit
|
$
|
212
|
|
|
$
|
269
|
|
|
$
|
240
|
|
% of Net sales
|
11.0
|
%
|
|
12.8
|
%
|
|
11.4
|
%
|
(Millions of Dollars)
|
12/31/2016
|
|
Net Additions
|
|
Usage
|
|
Currency
|
|
12/30/2017
|
||||||||||
Severance and related costs
|
$
|
21.4
|
|
|
$
|
40.6
|
|
|
$
|
(43.8
|
)
|
|
$
|
1.8
|
|
|
$
|
20.0
|
|
Facility closures and asset impairments
|
14.2
|
|
|
10.9
|
|
|
(22.1
|
)
|
|
0.2
|
|
|
3.2
|
|
|||||
Total
|
$
|
35.6
|
|
|
$
|
51.5
|
|
|
$
|
(65.9
|
)
|
|
$
|
2.0
|
|
|
$
|
23.2
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by operating activities
|
$
|
1,419
|
|
|
$
|
1,485
|
|
|
$
|
1,182
|
|
Less: capital and software expenditures
|
(443
|
)
|
|
(347
|
)
|
|
(311
|
)
|
|||
Free cash flow
|
$
|
976
|
|
|
$
|
1,138
|
|
|
$
|
871
|
|
Payments Due by Period
|
|||||||||||||||||||
(Millions of Dollars)
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
||||||||||
Long-term debt (a)
|
$
|
3,857
|
|
|
$
|
984
|
|
|
$
|
13
|
|
|
$
|
1,160
|
|
|
$
|
1,700
|
|
Interest payments on long-term debt (b)
|
3,078
|
|
|
152
|
|
|
266
|
|
|
248
|
|
|
2,412
|
|
|||||
Operating leases
|
473
|
|
|
125
|
|
|
166
|
|
|
93
|
|
|
89
|
|
|||||
Inventory purchase commitments (c)
|
410
|
|
|
410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred compensation
|
26
|
|
|
1
|
|
|
3
|
|
|
1
|
|
|
21
|
|
|||||
Marketing obligations
|
51
|
|
|
31
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|||||
Derivatives (d)
|
96
|
|
|
91
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||
Forward stock purchase contract (e)
|
350
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|||||
Pension funding obligations (f)
|
41
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contract adjustment fees (g)
|
101
|
|
|
40
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|||||
Purchase price (h)
|
250
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|||||
U.S. income tax (i)
|
466
|
|
|
36
|
|
|
73
|
|
|
73
|
|
|
284
|
|
|||||
Total contractual cash obligations
|
$
|
9,199
|
|
|
$
|
1,911
|
|
|
$
|
1,207
|
|
|
$
|
1,575
|
|
|
$
|
4,506
|
|
(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 30, 2017.
|
(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 30, 2017. 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 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 2018 as funding can vary significantly from year to year based upon changes in the fair value of the plan assets, actuarial assumptions, and curtailment/settlement actions.
|
(g)
|
These amounts represent future contract adjustment payments to holders of the Company's 2020 Purchase Contracts. See
Note J, Capital Stock,
for further discussion.
|
(h)
|
The Company acquired the Craftsman® brand from Sears Holdings in March 2017. As part of the purchase price, the Company is obligated to pay $250 million in March 2020. See
Note E, Acquisitions,
for further discussion.
|
(i)
|
Provisional income tax liability for the one-time deemed repatriation tax on unremitted foreign earnings and profits, including foreign withholding taxes of $5 million which will become payable upon distribution.
|
Amount of Commitment Expirations Per Period
|
||||||||||||||||||||
(Millions of Dollars)
|
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
||||||||||
U.S. lines of credit
|
|
$
|
3,000
|
|
|
$
|
1,250
|
|
|
$
|
1,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Name and Age
|
|
Office
|
|
Date Elected to
Office
|
James M. Loree (59)
|
|
President & Chief Executive Officer since August 2016. President & Chief Operating Officer (2013); Executive Vice President and Chief Operating Officer (2009); Executive Vice President Finance and Chief Financial Officer (1999).
|
|
7/19/1999
|
|
|
|
|
|
Donald Allan, Jr. (53)
|
|
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 (50)
|
|
Executive Vice President & President, 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
|
|
|
|
|
|
Jocelyn S. Belisle (55)
|
|
Vice President, Chief Accounting Officer since July 2009.
|
|
4/19/2017
|
|
|
|
|
|
Janet M. Link (48)
|
|
Senior Vice President, General Counsel and Secretary since July 17, 2017. Executive Vice President, General Counsel, JC Penney Company, Inc. (2015); Vice President, Deputy General Counsel, JC Penney Company, Inc. (2014); Vice President, Deputy General Counsel, Clear Channel Companies (2013).
|
|
7/19/2017
|
|
|
|
|
|
Jaime A. Ramirez (50)
|
|
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
|
|
|
|
|
|
Joseph R. Voelker (62)
|
|
Senior Vice President, Chief Human Resources Officer, since April 1, 2013. VP Human Resources (2009); VP Human Resources - ITG/Corporate Staff (2006); VP Human Resources - Tools Group/Operations (2004); HR Director, Tools Group (2003); HR Director, Operations (1999).
|
|
4/1/2013
|
|
|
|
|
|
John H. Wyatt (59)
|
|
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
|
|
8,419,930
|
|
(1)
|
$
|
102.56
|
|
(2)
|
4,272,276
|
|
(3)
|
Equity compensation plans not approved by security holders
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
8,419,930
|
|
|
$
|
102.56
|
|
|
4,272,276
|
|
|
(1)
|
Consists of 6,561,404 shares underlying outstanding stock options (whether vested or unvested) with a weighted-average exercise price of $102.56 and a weighted-average term of 6.63 years; 1,777,588 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 80,938 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 1,745,939 of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and 2,526,337 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 30, 2017
is not determinable, since the plans do not authorize a maximum number of securities.
|
Schedule II — Valuation and Qualifying Accounts is included in Item 15 (page 53).
|
Management’s Report on Internal Control Over Financial Reporting (page 54).
|
Report of Independent Registered Public Accounting Firm — Financial Statement Opinion (page 55).
|
Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page 56).
|
Consolidated Statements of Operations — fiscal years ended December 30, 2017, December 31, 2016, and January 2, 2016 (page 57).
|
Consolidated Statements of Comprehensive Income — fiscal years ended December 30, 2017, December 31, 2016, and January 2, 2016 (page 58).
|
Consolidated Balance Sheets — December 30, 2017 and December 31, 2016 (page 59).
|
Consolidated Statements of Cash Flows — fiscal years ended December 30, 2017, December 31, 2016, and January 2, 2016 (page 60).
|
Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended December 30, 2017, December 31, 2016, and January 2, 2016 (page 61).
|
Notes to Consolidated Financial Statements (page 62).
|
Selected Quarterly Financial Data (Unaudited) (page 112).
|
Consent of Independent Registered Public Accounting Firm (Exhibit 23).
|
|
STANLEY BLACK & DECKER, INC.
|
||
|
|
|
By:
|
|
/s/ James M. Loree
|
|
|
James M. Loree, President and Chief Executive Officer
|
|
|
|
Date:
|
|
February 27, 2018
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ James M. Loree
|
|
President and Chief Executive Officer
|
|
February 27, 2018
|
|
James M. Loree
|
|
|
|
|
|
|
|
|
|||
/s/ Donald Allan, Jr.
|
|
Executive Vice President and Chief Financial Officer
|
|
February 27, 2018
|
|
Donald Allan, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jocelyn S. Belisle
|
|
Vice President and Chief Accounting Officer
|
|
February 27, 2018
|
|
Jocelyn S. Belisle
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 27, 2018
|
|
Andrea J. Ayers
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2018
|
|
George W. Buckley
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 27, 2018
|
|
Patrick D. Campbell
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2018
|
|
Carlos M. Cardoso
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 27, 2018
|
|
Robert B. Coutts
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2018
|
|
Debra A. Crew
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2018
|
|
Michael D. Hankin
|
|
|
|
|
|
|
|
|
|||
*
|
|
Director
|
|
February 27, 2018
|
|
Marianne M. Parrs
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2018
|
|
Robert L. Ryan
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 27, 2018
|
|
James H. Scholefield
|
|
|
|
|
|
*By:
/s/ Janet M. Link
|
Janet M. Link
(As Attorney-in-Fact)
|
|
|
|
ADDITIONS
|
|
|
|
|
||||||||||||
|
Beginning
Balance
|
|
Charged To
Costs And
Expenses
|
|
Charged
To Other
Accounts (b)
|
|
(a)
Deductions
|
|
Ending
Balance
|
||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended 2017
|
$
|
77.5
|
|
|
$
|
14.4
|
|
|
$
|
10.6
|
|
|
$
|
(23.3
|
)
|
|
$
|
79.2
|
|
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
|
|
Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended 2017 (c)
|
$
|
525.5
|
|
|
$
|
262.4
|
|
|
$
|
22.8
|
|
|
$
|
(294.0
|
)
|
|
$
|
516.7
|
|
Year Ended 2016
|
$
|
480.7
|
|
|
$
|
74.5
|
|
|
$
|
4.4
|
|
|
$
|
(34.1
|
)
|
|
$
|
525.5
|
|
Year Ended 2015
|
$
|
551.9
|
|
|
$
|
30.5
|
|
|
$
|
1.7
|
|
|
$
|
(103.4
|
)
|
|
$
|
480.7
|
|
(a)
|
With respect to the allowance for doubtful accounts, deductions represent amounts charged-off less recoveries of accounts previously charged-off.
|
(b)
|
Amounts represent the impact of foreign currency translation, acquisitions and net transfers to/from other accounts.
|
(c)
|
Refer to
Note Q, Income Taxes
, of the
Notes to Consolidated Financial Statements
in
Item 8
for further discussion.
|
|
|
|
|
/s/ 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
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net Sales
|
$
|
12,747.2
|
|
|
$
|
11,406.9
|
|
|
$
|
11,171.8
|
|
Costs and Expenses
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
7,969.2
|
|
|
$
|
7,139.7
|
|
|
$
|
7,099.8
|
|
Selling, general and administrative
|
2,965.7
|
|
|
2,602.0
|
|
|
2,459.1
|
|
|||
Provision for doubtful accounts
|
14.4
|
|
|
21.9
|
|
|
27.3
|
|
|||
Other, net
|
289.7
|
|
|
196.9
|
|
|
222.0
|
|
|||
Gain on sales of businesses
|
(264.1
|
)
|
|
—
|
|
|
—
|
|
|||
Pension settlement
|
12.2
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charges and asset impairments
|
51.5
|
|
|
49.0
|
|
|
47.6
|
|
|||
Interest income
|
(40.1
|
)
|
|
(23.2
|
)
|
|
(15.2
|
)
|
|||
Interest expense
|
222.6
|
|
|
194.5
|
|
|
180.4
|
|
|||
|
$
|
11,221.1
|
|
|
$
|
10,180.8
|
|
|
$
|
10,021.0
|
|
Earnings from continuing operations before income taxes
|
1,526.1
|
|
|
1,226.1
|
|
|
1,150.8
|
|
|||
Income taxes on continuing operations
|
300.5
|
|
|
261.2
|
|
|
248.6
|
|
|||
Earnings from continuing operations
|
$
|
1,225.6
|
|
|
$
|
964.9
|
|
|
$
|
902.2
|
|
Less: Net loss attributable to non-controlling interests
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(1.6
|
)
|
|||
Net earnings from continuing operations attributable to common shareowners
|
$
|
1,226.0
|
|
|
$
|
965.3
|
|
|
$
|
903.8
|
|
Loss from discontinued operations before income taxes
|
—
|
|
|
—
|
|
|
(19.3
|
)
|
|||
Income taxes on discontinued operations
|
—
|
|
|
—
|
|
|
0.8
|
|
|||
Net loss from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(20.1
|
)
|
Net Earnings Attributable to Common Shareowners
|
$
|
1,226.0
|
|
|
$
|
965.3
|
|
|
$
|
883.7
|
|
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
8.19
|
|
|
$
|
6.61
|
|
|
$
|
6.10
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.14
|
)
|
|||
Total basic earnings per share of common stock
|
$
|
8.19
|
|
|
$
|
6.61
|
|
|
$
|
5.96
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
8.04
|
|
|
$
|
6.51
|
|
|
$
|
5.92
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.13
|
)
|
|||
Total diluted earnings per share of common stock
|
$
|
8.04
|
|
|
$
|
6.51
|
|
|
$
|
5.79
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net Earnings Attributable to Common Shareowners
|
$
|
1,226.0
|
|
|
$
|
965.3
|
|
|
$
|
883.7
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Currency translation adjustment and other
|
481.3
|
|
|
(285.4
|
)
|
|
(504.1
|
)
|
|||
Unrealized (losses) gains on cash flow hedges, net of tax
|
(66.3
|
)
|
|
5.8
|
|
|
(1.2
|
)
|
|||
Unrealized (losses) gains on net investment hedges, net of tax
|
(85.2
|
)
|
|
76.8
|
|
|
49.0
|
|
|||
Pension gains (losses), net of tax
|
5.5
|
|
|
(24.2
|
)
|
|
32.3
|
|
|||
Other comprehensive income (loss)
|
$
|
335.3
|
|
|
$
|
(227.0
|
)
|
|
$
|
(424.0
|
)
|
Comprehensive income attributable to common shareowners
|
$
|
1,561.3
|
|
|
$
|
738.3
|
|
|
$
|
459.7
|
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
637.5
|
|
|
$
|
1,131.8
|
|
Accounts and notes receivable, net
|
1,635.9
|
|
|
1,302.8
|
|
||
Inventories, net
|
2,018.4
|
|
|
1,478.0
|
|
||
Prepaid expenses
|
234.6
|
|
|
193.2
|
|
||
Assets held for sale
|
—
|
|
|
523.4
|
|
||
Other current assets
|
39.7
|
|
|
159.3
|
|
||
Total Current Assets
|
4,566.1
|
|
|
4,788.5
|
|
||
Property, Plant and Equipment, net
|
1,742.5
|
|
|
1,451.2
|
|
||
Goodwill
|
8,776.1
|
|
|
6,694.0
|
|
||
Customer Relationships, net
|
1,170.7
|
|
|
635.7
|
|
||
Trade Names, net
|
2,248.9
|
|
|
1,560.1
|
|
||
Other Intangible Assets, net
|
87.8
|
|
|
103.7
|
|
||
Other Assets
|
487.8
|
|
|
401.7
|
|
||
Total Assets
|
$
|
19,079.9
|
|
|
$
|
15,634.9
|
|
LIABILITIES AND SHAREOWNERS' EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
5.3
|
|
|
$
|
4.3
|
|
Current maturities of long-term debt
|
983.4
|
|
|
7.8
|
|
||
Accounts payable
|
2,021.0
|
|
|
1,640.4
|
|
||
Accrued expenses
|
1,352.1
|
|
|
1,101.5
|
|
||
Liabilities held for sale
|
—
|
|
|
53.5
|
|
||
Total Current Liabilities
|
4,361.8
|
|
|
2,807.5
|
|
||
Long-Term Debt
|
2,843.0
|
|
|
3,815.3
|
|
||
Deferred Taxes
|
434.2
|
|
|
735.4
|
|
||
Post-Retirement Benefits
|
629.9
|
|
|
644.3
|
|
||
Other Liabilities
|
2,511.1
|
|
|
1,258.8
|
|
||
Commitments and Contingencies
(Notes R and S)
|
|
|
|
||||
Shareowners’ Equity
|
|
|
|
||||
Stanley Black & Decker, Inc. Shareowners’ Equity
|
|
|
|
||||
Preferred stock, without par value:
Authorized 10,000,000 shares in 2017 and 2016 Issued and outstanding 750,000 shares in 2017 |
750.0
|
|
|
—
|
|
||
Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2017 and 2016 Issued 176,902,738 shares in 2017 and 2016 |
442.3
|
|
|
442.3
|
|
||
Retained earnings
|
5,990.4
|
|
|
5,127.3
|
|
||
Additional paid in capital
|
4,643.2
|
|
|
4,774.4
|
|
||
Accumulated other comprehensive loss
|
(1,585.9
|
)
|
|
(1,921.2
|
)
|
||
ESOP
|
(18.8
|
)
|
|
(25.9
|
)
|
||
|
10,221.2
|
|
|
8,396.9
|
|
||
Less: cost of common stock in treasury (22,864,707 shares in 2017 and 24,342,971 shares in 2016)
|
(1,924.1
|
)
|
|
(2,029.9
|
)
|
||
Stanley Black & Decker, Inc. Shareowners’ Equity
|
8,297.1
|
|
|
6,367.0
|
|
||
Non-controlling interests
|
2.8
|
|
|
6.6
|
|
||
Total Shareowners’ Equity
|
8,299.9
|
|
|
6,373.6
|
|
||
Total Liabilities and Shareowners’ Equity
|
$
|
19,079.9
|
|
|
$
|
15,634.9
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net Earnings Attributable to Common Shareowners
|
$
|
1,226.0
|
|
|
$
|
965.3
|
|
|
$
|
883.7
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property, plant and equipment
|
296.9
|
|
|
263.6
|
|
|
256.9
|
|
|||
Amortization of intangibles
|
163.8
|
|
|
144.4
|
|
|
157.1
|
|
|||
Inventory step-up amortization
|
43.2
|
|
|
—
|
|
|
—
|
|
|||
Gain on sales of businesses
|
(264.1
|
)
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation expense
|
78.7
|
|
|
81.2
|
|
|
67.9
|
|
|||
Provision for doubtful accounts
|
14.4
|
|
|
21.9
|
|
|
29.5
|
|
|||
Deferred tax benefit
|
(103.0
|
)
|
|
(25.7
|
)
|
|
(1.3
|
)
|
|||
Other non-cash items
|
24.4
|
|
|
40.0
|
|
|
28.6
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(200.6
|
)
|
|
(69.4
|
)
|
|
(41.3
|
)
|
|||
Inventories
|
(303.0
|
)
|
|
(23.9
|
)
|
|
(54.7
|
)
|
|||
Accounts payable
|
240.4
|
|
|
159.7
|
|
|
(9.7
|
)
|
|||
Deferred revenue
|
2.1
|
|
|
(9.2
|
)
|
|
7.7
|
|
|||
Other current assets
|
42.8
|
|
|
26.0
|
|
|
19.8
|
|
|||
Long-term receivables
|
10.8
|
|
|
1.2
|
|
|
(12.6
|
)
|
|||
Other long-term assets
|
72.4
|
|
|
(47.5
|
)
|
|
(11.5
|
)
|
|||
Accrued expenses
|
120.1
|
|
|
(28.1
|
)
|
|
(59.0
|
)
|
|||
Defined benefit liabilities
|
(66.5
|
)
|
|
(56.8
|
)
|
|
(65.8
|
)
|
|||
Other long-term liabilities
|
19.8
|
|
|
42.5
|
|
|
(13.0
|
)
|
|||
Net cash provided by operating activities
|
1,418.6
|
|
|
1,485.2
|
|
|
1,182.3
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Capital and software expenditures
|
(442.4
|
)
|
|
(347.0
|
)
|
|
(311.4
|
)
|
|||
Proceeds from sales of assets
|
50.2
|
|
|
10.6
|
|
|
29.1
|
|
|||
Business acquisitions, net of cash acquired
|
(2,601.1
|
)
|
|
(59.3
|
)
|
|
(17.6
|
)
|
|||
Proceeds from sales of businesses, net of cash sold
|
756.9
|
|
|
24.0
|
|
|
—
|
|
|||
(Payments) proceeds from net investment hedge settlements
|
(23.3
|
)
|
|
104.7
|
|
|
137.7
|
|
|||
Other
|
(29.4
|
)
|
|
(17.0
|
)
|
|
(42.8
|
)
|
|||
Net cash used in investing activities
|
(2,289.1
|
)
|
|
(284.0
|
)
|
|
(205.0
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Net short-term (repayments) borrowings
|
(76.7
|
)
|
|
1.9
|
|
|
1.2
|
|
|||
Stock purchase contract fees
|
(20.0
|
)
|
|
(13.8
|
)
|
|
(17.0
|
)
|
|||
Purchases of common stock for treasury
|
(28.7
|
)
|
|
(374.1
|
)
|
|
(649.8
|
)
|
|||
Proceeds from issuances of preferred stock
|
726.0
|
|
|
—
|
|
|
632.5
|
|
|||
Redemption of preferred stock for treasury
|
—
|
|
|
—
|
|
|
(632.5
|
)
|
|||
Cash settlement on forward stock purchase contracts
|
—
|
|
|
(147.4
|
)
|
|
—
|
|
|||
Premium paid on equity option
|
(25.1
|
)
|
|
—
|
|
|
—
|
|
|||
Non-controlling interest buyouts
|
(3.2
|
)
|
|
(12.5
|
)
|
|
(33.5
|
)
|
|||
Termination of interest rate swaps
|
—
|
|
|
27.0
|
|
|
—
|
|
|||
Proceeds from issuances of common stock
|
90.8
|
|
|
418.5
|
|
|
163.5
|
|
|||
Cash dividends on common stock
|
(362.9
|
)
|
|
(330.9
|
)
|
|
(319.9
|
)
|
|||
Other
|
(5.0
|
)
|
|
(1.8
|
)
|
|
(20.1
|
)
|
|||
Net cash provided by (used in) financing activities
|
295.2
|
|
|
(433.1
|
)
|
|
(875.6
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
81.0
|
|
|
(101.7
|
)
|
|
(132.9
|
)
|
|||
Change in cash and cash equivalents
|
(494.3
|
)
|
|
666.4
|
|
|
(31.2
|
)
|
|||
Cash and cash equivalents, beginning of year
|
1,131.8
|
|
|
465.4
|
|
|
496.6
|
|
|||
Cash and cash equivalents, end of year
|
$
|
637.5
|
|
|
$
|
1,131.8
|
|
|
$
|
465.4
|
|
|
Preferred
Stock |
|
Common
Stock |
|
Additional
Paid In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
ESOP
|
|
Treasury
Stock |
|
Non-
Controlling Interests |
|
Shareowners’
Equity |
||||||||||||||||||
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
|
|
Net earnings
|
|
|
|
|
|
|
1,226.0
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
1,225.6
|
|
|||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
335.3
|
|
|
|
|
|
|
|
|
335.3
|
|
||||||||||||||||
Cash dividends declared — $2.42 per share
|
|
|
|
|
|
|
(362.9
|
)
|
|
|
|
|
|
|
|
|
|
(362.9
|
)
|
||||||||||||||||
Issuance of common stock
|
|
|
|
|
(43.7
|
)
|
|
|
|
|
|
|
|
134.5
|
|
|
|
|
90.8
|
|
|||||||||||||||
Repurchase of common stock (202,075 shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
(28.7
|
)
|
|
|
|
(28.7
|
)
|
||||||||||||||||
Issuance of preferred stock (750,000 shares)
|
750.0
|
|
|
|
|
(24.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
726.0
|
|
|||||||||||||||
Equity units - stock contract fees
|
|
|
|
|
(117.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(117.1
|
)
|
||||||||||||||||
Premium paid on equity option
|
|
|
|
|
(25.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(25.1
|
)
|
||||||||||||||||
Non-controlling interest buyout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
||||||||||||||||
Stock-based compensation related
|
|
|
|
|
78.7
|
|
|
|
|
|
|
|
|
|
|
|
|
78.7
|
|
||||||||||||||||
ESOP
|
|
|
|
|
|
|
|
|
|
|
7.1
|
|
|
|
|
|
|
7.1
|
|
||||||||||||||||
Balance December 30, 2017
|
$
|
750.0
|
|
|
$
|
442.3
|
|
|
$
|
4,643.2
|
|
|
$
|
5,990.4
|
|
|
$
|
(1,585.9
|
)
|
|
$
|
(18.8
|
)
|
|
$
|
(1,924.1
|
)
|
|
$
|
2.8
|
|
|
$
|
8,299.9
|
|
|
|
Useful Life
(Years)
|
Land improvements
|
|
10 —20
|
Buildings
|
|
40
|
Machinery and equipment
|
|
3 — 15
|
Computer software
|
|
3 — 7
|
(Millions of Dollars)
|
2017
|
|
2016
|
||||
Trade accounts receivable
|
$
|
1,421.8
|
|
|
$
|
1,137.2
|
|
Trade notes receivable
|
164.7
|
|
|
140.1
|
|
||
Other accounts receivable
|
128.6
|
|
|
103.0
|
|
||
Gross accounts and notes receivable
|
1,715.1
|
|
|
1,380.3
|
|
||
Allowance for doubtful accounts
|
(79.2
|
)
|
|
(77.5
|
)
|
||
Accounts and notes receivable, net
|
$
|
1,635.9
|
|
|
$
|
1,302.8
|
|
Long-term receivable, net
|
$
|
191.7
|
|
|
$
|
180.9
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
||||
Finished products
|
$
|
1,461.4
|
|
|
$
|
1,044.2
|
|
Work in process
|
155.5
|
|
|
133.3
|
|
||
Raw materials
|
401.5
|
|
|
300.5
|
|
||
Total
|
$
|
2,018.4
|
|
|
$
|
1,478.0
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
||||
Land
|
$
|
110.9
|
|
|
$
|
107.3
|
|
Land improvements
|
53.0
|
|
|
37.0
|
|
||
Buildings
|
611.8
|
|
|
519.3
|
|
||
Leasehold improvements
|
140.0
|
|
|
114.2
|
|
||
Machinery and equipment
|
2,343.7
|
|
|
2,008.5
|
|
||
Computer software
|
400.1
|
|
|
373.9
|
|
||
Property, plant & equipment, gross
|
$
|
3,659.5
|
|
|
$
|
3,160.2
|
|
Less: accumulated depreciation and amortization
|
(1,917.0
|
)
|
|
(1,709.0
|
)
|
||
Property, plant & equipment, net
|
$
|
1,742.5
|
|
|
$
|
1,451.2
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation
|
$
|
253.6
|
|
|
$
|
221.8
|
|
|
$
|
219.2
|
|
Amortization
|
43.3
|
|
|
41.8
|
|
|
37.7
|
|
|||
Depreciation and amortization expense
|
$
|
296.9
|
|
|
$
|
263.6
|
|
|
$
|
256.9
|
|
(Millions of Dollars)
|
|
||
Cash and cash equivalents
|
$
|
20.0
|
|
Accounts and notes receivable, net
|
26.9
|
|
|
Inventories, net
|
195.8
|
|
|
Prepaid expenses and other current assets
|
21.1
|
|
|
Property, plant and equipment, net
|
116.5
|
|
|
Trade names
|
283.0
|
|
|
Customer relationships
|
548.0
|
|
|
Other assets
|
8.8
|
|
|
Accounts payable
|
(70.3
|
)
|
|
Accrued expenses
|
(34.4
|
)
|
|
Deferred taxes
|
(272.8
|
)
|
|
Other liabilities
|
(7.9
|
)
|
|
Total identifiable net assets
|
$
|
834.7
|
|
Goodwill
|
1,022.7
|
|
|
Total consideration paid
|
$
|
1,857.4
|
|
|
Year-to-Date
|
||
(Millions of Dollars)
|
2017
|
||
Net sales
|
$
|
803.0
|
|
Net loss attributable to common shareowners
|
$
|
(25.0
|
)
|
|
Year-to-Date
|
||||||
(Millions of Dollars, except per share amounts)
|
2017
|
|
2016
|
||||
Net sales
|
$
|
12,983.6
|
|
|
$
|
12,355.9
|
|
Net earnings attributable to common shareowners
|
1,330.7
|
|
|
925.5
|
|
||
Diluted earnings per share
|
$
|
8.73
|
|
|
$
|
6.24
|
|
•
|
Elimination of the historical pre-acquisition intangible asset amortization expense and the addition of intangible asset amortization expense related to intangibles valued as part of the purchase price allocation that would have been incurred from January 1, 2017 to the acquisition dates.
|
•
|
Additional depreciation expense for the property, plant, and equipment fair value adjustments that would have been incurred from January 1, 2017 to the acquisition date of Newell Tools.
|
•
|
Because the 2017 acquisitions were assumed to occur on January 3, 2016, there were no deal costs or inventory step-up amortization factored into the 2017 pro-forma year, as such expenses would have occurred in the first year following the acquisition.
|
•
|
Elimination of the historical pre-acquisition intangible asset amortization expense and the addition of intangible asset amortization expense related to intangibles valued as part of the purchase price allocation that would have been incurred for the year ended December 31, 2016.
|
•
|
Additional expense for deal costs and inventory step-up, which would have been amortized as the corresponding inventory was sold.
|
•
|
Additional depreciation expense for the property, plant, and equipment fair value adjustments that would have been incurred for the year ended December 31, 2016 for Newell Tools.
|
(Millions of Dollars)
|
Tools & Storage
|
|
Industrial
|
|
Security
|
|
Total
|
||||||||
Balance December 31, 2016
|
$
|
3,247.8
|
|
|
$
|
1,439.2
|
|
|
$
|
2,007.0
|
|
|
$
|
6,694.0
|
|
Acquisitions
|
1,762.7
|
|
|
—
|
|
|
60.5
|
|
|
1,823.2
|
|
||||
Foreign currency translation and other
|
179.2
|
|
|
15.2
|
|
|
64.5
|
|
|
258.9
|
|
||||
Balance December 30, 2017
|
$
|
5,189.7
|
|
|
$
|
1,454.4
|
|
|
$
|
2,132.0
|
|
|
$
|
8,776.1
|
|
|
2017
|
|
2016
|
||||||||||||
(Millions of Dollars)
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Amortized Intangible Assets — Definite lives
|
|
|
|
|
|
|
|
||||||||
Patents and copyrights
|
$
|
44.1
|
|
|
$
|
(41.0
|
)
|
|
$
|
40.7
|
|
|
$
|
(36.5
|
)
|
Trade names
|
154.0
|
|
|
(111.0
|
)
|
|
152.0
|
|
|
(100.4
|
)
|
||||
Customer relationships
|
2,326.1
|
|
|
(1,155.4
|
)
|
|
1,614.6
|
|
|
(978.9
|
)
|
||||
Other intangible assets
|
260.3
|
|
|
(175.6
|
)
|
|
258.2
|
|
|
(158.7
|
)
|
||||
Total
|
$
|
2,784.5
|
|
|
$
|
(1,483.0
|
)
|
|
$
|
2,065.5
|
|
|
$
|
(1,274.5
|
)
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Tools & Storage
|
$
|
68.0
|
|
|
$
|
36.8
|
|
|
$
|
39.0
|
|
Industrial
|
45.4
|
|
|
49.8
|
|
|
56.8
|
|
|||
Security
|
50.4
|
|
|
57.8
|
|
|
61.3
|
|
|||
Consolidated
|
$
|
163.8
|
|
|
$
|
144.4
|
|
|
$
|
157.1
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
||||
Payroll and related taxes
|
$
|
339.5
|
|
|
$
|
268.0
|
|
Income and other taxes
|
142.1
|
|
|
117.6
|
|
||
Customer rebates and sales returns
|
95.0
|
|
|
68.2
|
|
||
Insurance and benefits
|
73.7
|
|
|
87.4
|
|
||
Accrued restructuring costs
|
23.2
|
|
|
35.6
|
|
||
Derivative financial instruments
|
103.1
|
|
|
49.8
|
|
||
Warranty costs
|
71.3
|
|
|
68.8
|
|
||
Deferred revenue
|
98.9
|
|
|
81.9
|
|
||
Other
|
405.3
|
|
|
324.2
|
|
||
Total
|
$
|
1,352.1
|
|
|
$
|
1,101.5
|
|
|
|
December 30, 2017
|
|
December 31, 2016
|
|||||||||||||||||||
(Millions of Dollars)
|
Interest Rate
|
Original Notional
|
Unamortized Discount
|
Unamortized Gain/(Loss) Terminated Swaps
(1)
|
Purchase Accounting FV Adjustment
|
Deferred Financing Fees
|
Carrying Value
|
|
Carrying Value
|
||||||||||||||
Notes payable due 2018
|
2.45%
|
$
|
632.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1.6
|
)
|
$
|
630.9
|
|
|
$
|
629.2
|
|
Notes payable due 2018
|
1.62%
|
345.0
|
|
—
|
|
—
|
|
—
|
|
(0.9
|
)
|
344.1
|
|
|
343.1
|
|
|||||||
Notes payable due 2021
|
3.40%
|
400.0
|
|
(0.2
|
)
|
13.6
|
|
—
|
|
(1.3
|
)
|
412.1
|
|
|
415.2
|
|
|||||||
Notes payable due 2022
|
2.90%
|
754.3
|
|
(0.3
|
)
|
—
|
|
—
|
|
(3.1
|
)
|
750.9
|
|
|
750.3
|
|
|||||||
Notes payable due 2028
|
7.05%
|
150.0
|
|
—
|
|
11.5
|
|
11.1
|
|
—
|
|
172.6
|
|
|
174.7
|
|
|||||||
Notes payable due 2040
|
5.20%
|
400.0
|
|
(0.2
|
)
|
(33.4
|
)
|
—
|
|
(3.1
|
)
|
363.3
|
|
|
361.7
|
|
|||||||
Notes payable due 2052 (junior subordinated)
|
5.75%
|
750.0
|
|
—
|
|
—
|
|
—
|
|
(19.0
|
)
|
731.0
|
|
|
730.4
|
|
|||||||
Notes payable due 2053 (junior subordinated)
|
5.75%
|
400.0
|
|
—
|
|
4.7
|
|
—
|
|
(8.1
|
)
|
396.6
|
|
|
396.5
|
|
|||||||
Other, payable in varying amounts through 2022
|
0.00% - 3.06%
|
24.9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24.9
|
|
|
22.0
|
|
|||||||
Total long-term debt, including current maturities
|
|
$
|
3,856.7
|
|
$
|
(0.7
|
)
|
$
|
(3.6
|
)
|
$
|
11.1
|
|
$
|
(37.1
|
)
|
$
|
3,826.4
|
|
|
$
|
3,823.1
|
|
Less: Current maturities of long-term debt
|
|
|
|
|
|
|
(983.4
|
)
|
|
(7.8
|
)
|
||||||||||||
Long-term debt
|
|
|
|
|
|
|
$
|
2,843.0
|
|
|
$
|
3,815.3
|
|
(Millions of Dollars)
|
|
Balance Sheet
Classification
|
|
2017
|
|
2016
|
|
Balance Sheet
Classification
|
|
2017
|
|
2016
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts Cash Flow
|
|
Other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accrued expenses
|
|
$
|
55.7
|
|
|
$
|
—
|
|
|
|
LT other assets
|
|
—
|
|
|
—
|
|
|
LT other liabilities
|
|
—
|
|
|
47.3
|
|
||||
Foreign Exchange Contracts Cash Flow
|
|
Other current assets
|
|
4.1
|
|
|
37.6
|
|
|
Accrued expenses
|
|
33.4
|
|
|
1.6
|
|
||||
|
|
LT other assets
|
|
—
|
|
|
—
|
|
|
LT other liabilities
|
|
5.2
|
|
|
—
|
|
||||
Net Investment Hedge
|
|
Other current assets
|
|
6.6
|
|
|
44.1
|
|
|
Accrued expenses
|
|
7.0
|
|
|
1.8
|
|
||||
|
|
LT other assets
|
|
—
|
|
|
—
|
|
|
LT other liabilities
|
|
5.8
|
|
|
0.5
|
|
||||
|
|
|
|
$
|
10.7
|
|
|
$
|
81.7
|
|
|
|
|
$
|
107.1
|
|
|
$
|
51.2
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign Exchange Contracts
|
|
Other current assets
|
|
$
|
7.3
|
|
|
$
|
28.5
|
|
|
Accrued expenses
|
|
$
|
6.9
|
|
|
$
|
46.4
|
|
|
|
|
|
$
|
7.3
|
|
|
$
|
28.5
|
|
|
|
|
$
|
6.9
|
|
|
$
|
46.4
|
|
Year-to-date 2017
(Millions of Dollars)
|
|
(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
|
|
$
|
(8.4
|
)
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
|
$
|
(66.6
|
)
|
|
Cost of sales
|
|
$
|
8.4
|
|
|
$
|
—
|
|
Year-to-date 2016
(Millions of Dollars)
|
|
(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
(Millions of Dollars)
|
|
(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 2017
|
|
Year-to-Date 2016
|
|
Year-to-Date 2015
|
||||||||||||||||||
Income Statement Classification
(Millions of Dollars)
|
Gain/(Loss) on
Swaps*
|
|
Gain /(Loss) on
Borrowings
|
|
(Loss)/Gain on
Swaps*
|
|
Gain /(Loss) on
Borrowings
|
|
Gain/(Loss) on
Swaps* |
|
(Loss)/Gain on
Borrowings |
||||||||||||
Interest Expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3.3
|
)
|
|
$
|
3.8
|
|
|
$
|
11.8
|
|
|
$
|
(11.8
|
)
|
Derivatives Not
Designated as Hedging
Instruments under ASC 815
(Millions of Dollars)
|
Income Statement
Classification
|
|
Year-to-Date 2017
Amount of Gain (Loss) Recorded in Income on Derivative |
|
Year-to-Date 2016
Amount of (Loss) Gain Recorded in Income on Derivative |
|
Year-to-Date 2015
Amount of (Loss) Gain Recorded in Income on Derivative |
||||||
Foreign Exchange Contracts
|
Other-net
|
|
$
|
51.5
|
|
|
$
|
(21.1
|
)
|
|
$
|
(8.9
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator (in millions):
|
|
|
|
|
|
||||||
Net earnings from continuing operations attributable to common shareowners
|
$
|
1,226.0
|
|
|
$
|
965.3
|
|
|
$
|
903.8
|
|
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(20.1
|
)
|
|||
Net Earnings Attributable to Common Shareowners
|
$
|
1,226.0
|
|
|
$
|
965.3
|
|
|
$
|
883.7
|
|
Denominator (in thousands):
|
|
|
|
|
|
|||
Basic weighted-average shares
|
149,629
|
|
|
146,041
|
|
|
148,234
|
|
Dilutive effect of stock contracts and awards
|
2,820
|
|
|
2,166
|
|
|
4,472
|
|
Diluted weighted-average shares
|
152,449
|
|
|
148,207
|
|
|
152,706
|
|
Earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
8.19
|
|
|
$
|
6.61
|
|
|
$
|
6.10
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.14
|
)
|
|||
Total basic earnings per share of common stock
|
$
|
8.19
|
|
|
$
|
6.61
|
|
|
$
|
5.96
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
8.04
|
|
|
$
|
6.51
|
|
|
$
|
5.92
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.13
|
)
|
|||
Total dilutive earnings per share of common stock
|
$
|
8.04
|
|
|
$
|
6.51
|
|
|
$
|
5.79
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Number of stock options
|
389
|
|
|
734
|
|
|
646
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Outstanding, beginning of year
|
152,559,767
|
|
|
153,944,291
|
|
|
157,125,450
|
|
Issued from treasury
|
1,680,339
|
|
|
4,870,761
|
|
|
6,046,405
|
|
Returned to treasury
|
(202,075
|
)
|
|
(6,255,285
|
)
|
|
(9,227,564
|
)
|
Outstanding, end of year
|
154,038,031
|
|
|
152,559,767
|
|
|
153,944,291
|
|
Shares subject to the forward share purchase contract
|
(3,645,510
|
)
|
|
(3,645,510
|
)
|
|
(5,249,332
|
)
|
Outstanding, less shares subject to the forward share purchase contract
|
150,392,521
|
|
|
148,914,257
|
|
|
148,694,959
|
|
|
2017
|
|
2016
|
||
Employee stock purchase plan
|
1,745,939
|
|
|
1,936,093
|
|
Other stock-based compensation plans
|
2,526,337
|
|
|
4,998,983
|
|
Total shares reserved
|
4,272,276
|
|
|
6,935,076
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Average expected volatility
|
20.0
|
%
|
|
24.1
|
%
|
|
25.0
|
%
|
|||
Dividend yield
|
1.5
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|||
Risk-free interest rate
|
2.2
|
%
|
|
2.0
|
%
|
|
1.9
|
%
|
|||
Expected term
|
5.2 years
|
|
|
5.3 years
|
|
|
5.3 years
|
|
|||
Fair value per option
|
$
|
30.71
|
|
|
$
|
23.41
|
|
|
$
|
21.94
|
|
Weighted average vesting period
|
2.9 years
|
|
|
2.4 years
|
|
|
2.8 years
|
|
|
Options
|
|
Price
|
|||
Outstanding, beginning of year
|
6,433,586
|
|
|
$
|
86.33
|
|
Granted
|
1,191,246
|
|
|
169.21
|
|
|
Exercised
|
(945,473
|
)
|
|
73.96
|
|
|
Forfeited
|
(117,955
|
)
|
|
110.62
|
|
|
Outstanding, end of year
|
6,561,404
|
|
|
$
|
102.56
|
|
Exercisable, end of year
|
3,937,798
|
|
|
$
|
78.72
|
|
|
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
|
22,040
|
|
|
0.97
|
|
$
|
33.11
|
|
|
22,040
|
|
|
0.97
|
|
$
|
33.11
|
|
$35.01 — 50.00
|
17,956
|
|
|
1.08
|
|
46.97
|
|
|
17,956
|
|
|
1.08
|
|
46.97
|
|
||
$50.01 — higher
|
6,521,408
|
|
|
6.67
|
|
102.95
|
|
|
3,897,802
|
|
|
5.05
|
|
79.12
|
|
||
|
6,561,404
|
|
|
6.63
|
|
$
|
102.56
|
|
|
3,937,798
|
|
|
5.01
|
|
$
|
78.72
|
|
|
Restricted Share
Units & Awards
|
|
Weighted Average
Grant
Date Fair Value
|
|||
Non-vested at December 31, 2016
|
1,132,024
|
|
|
$
|
100.53
|
|
Granted
|
304,976
|
|
|
160.04
|
|
|
Vested
|
(290,980
|
)
|
|
100.31
|
|
|
Forfeited
|
(61,345
|
)
|
|
104.98
|
|
|
Non-vested at December 30, 2017
|
1,084,675
|
|
|
$
|
121.89
|
|
|
Share Units
|
|
Weighted-Average
Grant
Date Fair Value
|
|||
Non-vested at December 31, 2016
|
801,074
|
|
|
$
|
84.03
|
|
Granted
|
201,575
|
|
|
119.34
|
|
|
Vested
|
(242,898
|
)
|
|
75.13
|
|
|
Forfeited
|
(66,838
|
)
|
|
80.12
|
|
|
Non-vested at December 30, 2017
|
692,913
|
|
|
$
|
97.80
|
|
(Millions of Dollars)
|
Currency translation adjustment and other
|
|
Unrealized (losses) gains on cash flow hedges, net of tax
|
|
Unrealized gains (losses) on net investment hedges, net of tax
|
|
Pension (losses) gains, net of tax
|
|
Total
|
||||||||||
Balance - January 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
|
)
|
Other comprehensive income (loss) before reclassifications
|
476.6
|
|
|
(71.0
|
)
|
|
(85.2
|
)
|
|
(19.1
|
)
|
|
301.3
|
|
|||||
Adjustments related to sales of businesses
|
4.7
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
7.3
|
|
|||||
Reclassification adjustments to earnings
|
—
|
|
|
4.7
|
|
|
—
|
|
|
22.0
|
|
|
26.7
|
|
|||||
Net other comprehensive income (loss)
|
481.3
|
|
|
(66.3
|
)
|
|
(85.2
|
)
|
|
5.5
|
|
|
335.3
|
|
|||||
Balance - December 30, 2017
|
$
|
(1,105.0
|
)
|
|
$
|
(112.6
|
)
|
|
$
|
3.4
|
|
|
$
|
(371.7
|
)
|
|
$
|
(1,585.9
|
)
|
(Millions of Dollars)
|
|
2017
|
|
2016
|
|
|
||||
Components of accumulated other comprehensive loss
|
|
Reclassification adjustments
|
|
Reclassification adjustments
|
|
Affected line item in Consolidated Statements of Operations
|
||||
Realized gains on cash flow hedges
|
|
$
|
8.4
|
|
|
$
|
21.7
|
|
|
Cost of sales
|
Realized losses on cash flow hedges
|
|
(15.1
|
)
|
|
(15.1
|
)
|
|
Interest Expense
|
||
Total before taxes
|
|
$
|
(6.7
|
)
|
|
$
|
6.6
|
|
|
|
Tax effect
|
|
2.0
|
|
|
(3.3
|
)
|
|
Income taxes on continuing operations
|
||
Realized (loss) gain on cash flow hedges, net of tax
|
|
$
|
(4.7
|
)
|
|
$
|
3.3
|
|
|
|
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
||||
Actuarial losses and prior service costs / credits
|
|
$
|
(9.7
|
)
|
|
$
|
(10.4
|
)
|
|
Cost of sales
|
Actuarial losses and prior service costs / credits
|
|
(6.5
|
)
|
|
(6.9
|
)
|
|
Selling, general and administrative
|
||
Settlement loss
(1)
|
|
(12.2
|
)
|
|
—
|
|
|
Pension Settlement
|
||
Settlement losses
(1)
|
|
(3.4
|
)
|
|
—
|
|
|
Other, net
|
||
Total before taxes
|
|
(31.8
|
)
|
|
(17.3
|
)
|
|
|
||
Tax effect
|
|
9.8
|
|
|
5.2
|
|
|
Income taxes on continuing operations
|
||
Amortization of defined benefit pension items, net of tax
|
|
$
|
(22.0
|
)
|
|
$
|
(12.1
|
)
|
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Multi-employer plan expense
|
$
|
7.2
|
|
|
$
|
5.1
|
|
|
$
|
4.0
|
|
Other defined contribution plan expense
|
$
|
27.5
|
|
|
$
|
15.4
|
|
|
$
|
11.7
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
$
|
8.7
|
|
|
$
|
9.4
|
|
|
$
|
7.0
|
|
|
$
|
13.7
|
|
|
$
|
12.5
|
|
|
$
|
14.4
|
|
Interest cost
|
43.2
|
|
|
45.3
|
|
|
54.0
|
|
|
29.1
|
|
|
37.0
|
|
|
46.8
|
|
||||||
Expected return on plan assets
|
(64.4
|
)
|
|
(67.9
|
)
|
|
(74.9
|
)
|
|
(45.5
|
)
|
|
(44.5
|
)
|
|
(56.5
|
)
|
||||||
Amortization of prior service cost (credit)
|
1.1
|
|
|
5.2
|
|
|
1.8
|
|
|
(1.2
|
)
|
|
0.3
|
|
|
0.9
|
|
||||||
Actuarial loss amortization
|
8.3
|
|
|
7.1
|
|
|
7.2
|
|
|
9.4
|
|
|
5.9
|
|
|
7.5
|
|
||||||
Settlement / curtailment loss
|
2.9
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
|
0.7
|
|
|
1.5
|
|
||||||
Net periodic pension (benefit) expense
|
$
|
(0.2
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
18.2
|
|
|
$
|
11.9
|
|
|
$
|
14.6
|
|
|
Other Benefit Plans
|
||||||||||
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Service cost
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
Interest cost
|
1.7
|
|
|
1.7
|
|
|
2.1
|
|
|||
Amortization of prior service credit
|
(1.4
|
)
|
|
(1.2
|
)
|
|
(1.3
|
)
|
|||
Net periodic post-retirement expense
|
$
|
0.9
|
|
|
$
|
1.1
|
|
|
$
|
1.3
|
|
(Millions of Dollars)
|
2017
|
||
Current year actuarial gain
|
$
|
(2.2
|
)
|
Amortization of actuarial loss
|
(16.2
|
)
|
|
Prior service cost from plan amendments
|
0.5
|
|
|
Settlement / curtailment loss
|
(15.6
|
)
|
|
Currency / other
|
25.7
|
|
|
Total decrease recognized in accumulated other comprehensive loss (pre-tax)
|
$
|
(7.8
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
(Millions of Dollars)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at end of prior year
|
$
|
1,359.0
|
|
|
$
|
1,385.7
|
|
|
$
|
1,359.8
|
|
|
$
|
1,374.2
|
|
|
$
|
54.2
|
|
|
$
|
61.0
|
|
Service cost
|
8.7
|
|
|
9.4
|
|
|
13.7
|
|
|
12.5
|
|
|
0.6
|
|
|
0.6
|
|
||||||
Interest cost
|
43.2
|
|
|
45.3
|
|
|
29.1
|
|
|
37.0
|
|
|
1.7
|
|
|
1.7
|
|
||||||
Settlements/curtailments
|
(16.7
|
)
|
|
—
|
|
|
(35.9
|
)
|
|
(5.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
98.1
|
|
|
41.5
|
|
|
11.4
|
|
|
229.7
|
|
|
(2.1
|
)
|
|
(0.7
|
)
|
||||||
Plan amendments
|
0.5
|
|
|
1.8
|
|
|
—
|
|
|
(40.4
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||||
Foreign currency exchange rates
|
—
|
|
|
—
|
|
|
136.0
|
|
|
(190.0
|
)
|
|
0.7
|
|
|
0.3
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Expenses paid from assets and other
|
(7.0
|
)
|
|
(5.5
|
)
|
|
(11.6
|
)
|
|
(2.0
|
)
|
|
2.1
|
|
|
—
|
|
||||||
Benefits paid
|
(120.5
|
)
|
|
(119.2
|
)
|
|
(56.7
|
)
|
|
(55.8
|
)
|
|
(4.9
|
)
|
|
(7.9
|
)
|
||||||
Benefit obligation at end of year
|
$
|
1,365.3
|
|
|
$
|
1,359.0
|
|
|
$
|
1,446.1
|
|
|
$
|
1,359.8
|
|
|
$
|
52.3
|
|
|
$
|
54.2
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at end of prior year
|
$
|
1,067.1
|
|
|
$
|
1,081.5
|
|
|
$
|
1,015.3
|
|
|
$
|
1,047.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
153.5
|
|
|
90.9
|
|
|
63.5
|
|
|
169.4
|
|
|
—
|
|
|
—
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
37.6
|
|
|
19.4
|
|
|
24.0
|
|
|
29.5
|
|
|
4.9
|
|
|
7.9
|
|
||||||
Settlements
|
(16.7
|
)
|
|
—
|
|
|
(35.9
|
)
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
—
|
|
|
96.4
|
|
|
(167.9
|
)
|
|
—
|
|
|
—
|
|
||||||
Expenses paid from assets and other
|
(6.9
|
)
|
|
(5.5
|
)
|
|
(7.7
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(120.5
|
)
|
|
(119.2
|
)
|
|
(56.7
|
)
|
|
(55.8
|
)
|
|
(4.9
|
)
|
|
(7.9
|
)
|
||||||
Fair value of plan assets at end of plan year
|
$
|
1,114.1
|
|
|
$
|
1,067.1
|
|
|
$
|
1,099.2
|
|
|
$
|
1,015.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status — assets less than benefit obligation
|
$
|
(251.2
|
)
|
|
$
|
(291.9
|
)
|
|
$
|
(346.9
|
)
|
|
$
|
(344.5
|
)
|
|
$
|
(52.3
|
)
|
|
$
|
(54.2
|
)
|
Unrecognized prior service cost (credit)
|
5.2
|
|
|
5.8
|
|
|
(37.0
|
)
|
|
(35.0
|
)
|
|
(4.8
|
)
|
|
(6.2
|
)
|
||||||
Unrecognized net actuarial loss
|
264.9
|
|
|
267.2
|
|
|
294.7
|
|
|
296.7
|
|
|
(1.7
|
)
|
|
0.5
|
|
||||||
Unrecognized net transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||||
Net amount recognized
|
$
|
18.9
|
|
|
$
|
(18.9
|
)
|
|
$
|
(89.2
|
)
|
|
$
|
(82.7
|
)
|
|
$
|
(58.8
|
)
|
|
$
|
(59.9
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
||||||||||||||||||
(Millions of Dollars)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prepaid benefit cost (non-current)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current benefit liability
|
(8.2
|
)
|
|
(25.8
|
)
|
|
(8.9
|
)
|
|
(10.0
|
)
|
|
(5.2
|
)
|
|
(5.9
|
)
|
||||||
Non-current benefit liability
|
(243.0
|
)
|
|
(266.1
|
)
|
|
(339.8
|
)
|
|
(334.7
|
)
|
|
(47.1
|
)
|
|
(48.3
|
)
|
||||||
Net liability recognized
|
$
|
(251.2
|
)
|
|
$
|
(291.9
|
)
|
|
$
|
(346.9
|
)
|
|
$
|
(344.5
|
)
|
|
$
|
(52.3
|
)
|
|
$
|
(54.2
|
)
|
Accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (credit)
|
$
|
5.2
|
|
|
$
|
5.8
|
|
|
$
|
(37.0
|
)
|
|
$
|
(35.0
|
)
|
|
$
|
(4.8
|
)
|
|
$
|
(6.2
|
)
|
Actuarial loss (gain)
|
264.9
|
|
|
267.2
|
|
|
294.7
|
|
|
296.7
|
|
|
(1.7
|
)
|
|
0.5
|
|
||||||
Transition liability
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
270.1
|
|
|
$
|
273.0
|
|
|
$
|
257.7
|
|
|
$
|
261.8
|
|
|
$
|
(6.5
|
)
|
|
$
|
(5.7
|
)
|
Net amount recognized
|
$
|
18.9
|
|
|
$
|
(18.9
|
)
|
|
$
|
(89.2
|
)
|
|
$
|
(82.7
|
)
|
|
$
|
(58.8
|
)
|
|
$
|
(59.9
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
(Millions of Dollars)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Projected benefit obligation
|
$
|
1,365.3
|
|
|
$
|
1,359.0
|
|
|
$
|
1,415.9
|
|
|
$
|
1,334.1
|
|
Accumulated benefit obligation
|
$
|
1,358.4
|
|
|
$
|
1,353.0
|
|
|
$
|
1,368.7
|
|
|
$
|
1,290.7
|
|
Fair value of plan assets
|
$
|
1,114.1
|
|
|
$
|
1,067.1
|
|
|
$
|
1,068.5
|
|
|
$
|
990.5
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
(Millions of Dollars)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Projected benefit obligation
|
$
|
1,365.3
|
|
|
$
|
1,359.0
|
|
|
$
|
1,445.1
|
|
|
$
|
1,359.0
|
|
Accumulated benefit obligation
|
$
|
1,358.4
|
|
|
$
|
1,353.0
|
|
|
$
|
1,395.1
|
|
|
$
|
1,313.2
|
|
Fair value of plan assets
|
$
|
1,114.1
|
|
|
$
|
1,067.1
|
|
|
$
|
1,096.5
|
|
|
$
|
1,014.4
|
|
|
Pension Benefits
|
|
|
|||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Other Benefits
|
|||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
Weighted-average assumptions used to determine benefit obligations at year end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
3.53
|
%
|
|
3.95
|
%
|
|
4.25
|
%
|
|
2.24
|
%
|
|
2.38
|
%
|
|
3.25
|
%
|
|
3.53
|
%
|
|
3.51
|
%
|
|
3.75
|
%
|
Rate of compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
6.00
|
%
|
|
3.45
|
%
|
|
3.63
|
%
|
|
3.25
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate*
|
|
|
|
|
3.75
|
%
|
|
|
|
|
|
|
|
3.25
|
%
|
|
|
|
|
|
|
|
3.25
|
%
|
||
Discount rate - service cost
|
4.10
|
%
|
|
4.32
|
%
|
|
|
|
2.27
|
%
|
|
2.54
|
%
|
|
|
|
4.53
|
%
|
|
4.27
|
%
|
|
|
|||
Discount rate - interest cost
|
3.30
|
%
|
|
3.39
|
%
|
|
|
|
2.31
|
%
|
|
2.94
|
%
|
|
|
|
2.93
|
%
|
|
2.94
|
%
|
|
|
|||
Rate of compensation increase
|
3.00
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
3.63
|
%
|
|
3.24
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Expected return on plan assets
|
6.25
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
|
4.41
|
%
|
|
4.68
|
%
|
|
5.25
|
%
|
|
|
|
|
|
|
|
|
|
Asset Category
(Millions of Dollars)
|
2017
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
42.0
|
|
|
$
|
19.5
|
|
|
$
|
22.5
|
|
Equity securities
|
|
|
|
|
|
||||||
U.S. equity securities
|
342.8
|
|
|
103.5
|
|
|
239.3
|
|
|||
Foreign equity securities
|
329.3
|
|
|
111.8
|
|
|
217.5
|
|
|||
Fixed income securities
|
|
|
|
|
|
||||||
Government securities
|
707.8
|
|
|
213.3
|
|
|
494.5
|
|
|||
Corporate securities
|
698.3
|
|
|
—
|
|
|
698.3
|
|
|||
Insurance contracts
|
39.2
|
|
|
—
|
|
|
39.2
|
|
|||
Other
|
53.9
|
|
|
—
|
|
|
53.9
|
|
|||
Total
|
$
|
2,213.3
|
|
|
$
|
448.1
|
|
|
$
|
1,765.2
|
|
Asset Category
(Millions of Dollars)
|
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
|
|
(Millions of Dollars)
|
|
Total
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Years 6-10
|
||||||||||||||
Future payments
|
|
$
|
1,414.4
|
|
|
$
|
138.2
|
|
|
$
|
137.5
|
|
|
$
|
140.1
|
|
|
$
|
142.5
|
|
|
$
|
140.9
|
|
|
$
|
715.2
|
|
(Millions of Dollars)
|
Total
Carrying
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
December 30, 2017
|
|
|
|
|
|
|
|
||||||||
Money market fund
|
$
|
11.6
|
|
|
$
|
11.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative assets
|
$
|
18.0
|
|
|
$
|
—
|
|
|
$
|
18.0
|
|
|
$
|
—
|
|
Derivative liabilities
|
$
|
114.0
|
|
|
$
|
—
|
|
|
$
|
114.0
|
|
|
$
|
—
|
|
Contingent consideration liability
|
$
|
114.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
114.0
|
|
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Money market fund
|
$
|
4.3
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative assets
|
$
|
110.2
|
|
|
$
|
—
|
|
|
$
|
110.2
|
|
|
$
|
—
|
|
Derivative liabilities
|
$
|
97.6
|
|
|
$
|
—
|
|
|
$
|
97.6
|
|
|
$
|
—
|
|
|
December 30, 2017
|
|
December 31, 2016
|
||||||||||||
(Millions of Dollars)
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Other investments
|
$
|
7.6
|
|
|
$
|
7.9
|
|
|
$
|
8.9
|
|
|
$
|
9.2
|
|
Derivative assets
|
$
|
18.0
|
|
|
$
|
18.0
|
|
|
$
|
110.2
|
|
|
$
|
110.2
|
|
Derivative liabilities
|
$
|
114.0
|
|
|
$
|
114.0
|
|
|
$
|
97.6
|
|
|
$
|
97.6
|
|
Long-term debt, including current portion
|
$
|
3,826.4
|
|
|
$
|
4,012.0
|
|
|
$
|
3,823.1
|
|
|
$
|
3,967.4
|
|
(Millions of Dollars)
|
December 31, 2016
|
|
Net
Additions |
|
Usage
|
|
Currency
|
|
December 30, 2017
|
||||||||||
Severance and related costs
|
$
|
21.4
|
|
|
$
|
40.6
|
|
|
$
|
(43.8
|
)
|
|
$
|
1.8
|
|
|
$
|
20.0
|
|
Facility closures and asset impairments
|
14.2
|
|
|
10.9
|
|
|
(22.1
|
)
|
|
0.2
|
|
|
3.2
|
|
|||||
Total
|
$
|
35.6
|
|
|
$
|
51.5
|
|
|
$
|
(65.9
|
)
|
|
$
|
2.0
|
|
|
$
|
23.2
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
8,862.4
|
|
|
$
|
7,469.2
|
|
|
$
|
7,140.7
|
|
Industrial
|
1,946.0
|
|
|
1,840.3
|
|
|
1,938.2
|
|
|||
Security
|
1,938.8
|
|
|
2,097.4
|
|
|
2,092.9
|
|
|||
Consolidated
|
$
|
12,747.2
|
|
|
$
|
11,406.9
|
|
|
$
|
11,171.8
|
|
Segment Profit
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
1,450.1
|
|
|
$
|
1,266.9
|
|
|
$
|
1,170.1
|
|
Industrial
|
352.3
|
|
|
304.4
|
|
|
339.9
|
|
|||
Security
|
212.3
|
|
|
269.2
|
|
|
239.6
|
|
|||
Segment Profit
|
2,014.7
|
|
|
1,840.5
|
|
|
1,749.6
|
|
|||
Corporate overhead
|
(216.8
|
)
|
|
(197.2
|
)
|
|
(164.0
|
)
|
|||
Other, net
|
(289.7
|
)
|
|
(196.9
|
)
|
|
(222.0
|
)
|
|||
Gain on sales of businesses
|
264.1
|
|
|
—
|
|
|
—
|
|
|||
Pension settlement
|
(12.2
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring charges and asset impairments
|
(51.5
|
)
|
|
(49.0
|
)
|
|
(47.6
|
)
|
|||
Interest income
|
40.1
|
|
|
23.2
|
|
|
15.2
|
|
|||
Interest expense
|
(222.6
|
)
|
|
(194.5
|
)
|
|
(180.4
|
)
|
|||
Earnings from continuing operations before income taxes
|
$
|
1,526.1
|
|
|
$
|
1,226.1
|
|
|
$
|
1,150.8
|
|
Capital and Software Expenditures
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
327.2
|
|
|
$
|
227.3
|
|
|
$
|
191.7
|
|
Industrial
|
76.2
|
|
|
81.1
|
|
|
83.8
|
|
|||
Security
|
39.0
|
|
|
38.6
|
|
|
35.9
|
|
|||
Consolidated
|
$
|
442.4
|
|
|
$
|
347.0
|
|
|
$
|
311.4
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
271.9
|
|
|
$
|
203.0
|
|
|
$
|
196.5
|
|
Industrial
|
107.4
|
|
|
106.8
|
|
|
112.3
|
|
|||
Security
|
81.4
|
|
|
98.2
|
|
|
105.2
|
|
|||
Consolidated
|
$
|
460.7
|
|
|
$
|
408.0
|
|
|
$
|
414.0
|
|
Segment Assets
|
|
|
|
|
|
||||||
Tools & Storage
|
$
|
12,800.2
|
|
|
$
|
8,512.4
|
|
|
$
|
8,492.9
|
|
Industrial
|
3,412.8
|
|
|
3,359.0
|
|
|
3,438.7
|
|
|||
Security
|
3,406.9
|
|
|
3,139.0
|
|
|
3,741.6
|
|
|||
|
19,619.9
|
|
|
15,010.4
|
|
|
15,673.2
|
|
|||
Assets held for sale
|
—
|
|
|
523.4
|
|
|
—
|
|
|||
Corporate assets
|
(540.0
|
)
|
|
101.1
|
|
|
(545.4
|
)
|
|||
Consolidated
|
$
|
19,079.9
|
|
|
$
|
15,634.9
|
|
|
$
|
15,127.8
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Net Sales
|
|
|
|
|
|
||||||
United States
|
$
|
6,915.7
|
|
|
$
|
6,135.6
|
|
|
$
|
5,882.0
|
|
Canada
|
577.8
|
|
|
515.3
|
|
|
516.3
|
|
|||
Other Americas
|
774.4
|
|
|
635.6
|
|
|
706.5
|
|
|||
France
|
609.0
|
|
|
582.7
|
|
|
595.7
|
|
|||
Other Europe
|
2,742.0
|
|
|
2,468.6
|
|
|
2,371.5
|
|
|||
Asia
|
1,128.3
|
|
|
1,069.1
|
|
|
1,099.8
|
|
|||
Consolidated
|
$
|
12,747.2
|
|
|
$
|
11,406.9
|
|
|
$
|
11,171.8
|
|
Property, Plant & Equipment
|
|
|
|
|
|
||||||
United States
|
$
|
850.2
|
|
|
$
|
663.4
|
|
|
$
|
676.0
|
|
Canada
|
30.0
|
|
|
29.3
|
|
|
19.1
|
|
|||
Other Americas
|
111.2
|
|
|
95.8
|
|
|
82.6
|
|
|||
France
|
65.1
|
|
|
57.5
|
|
|
64.8
|
|
|||
Other Europe
|
378.0
|
|
|
322.3
|
|
|
328.4
|
|
|||
Asia
|
308.0
|
|
|
282.9
|
|
|
279.3
|
|
|||
Consolidated
|
$
|
1,742.5
|
|
|
$
|
1,451.2
|
|
|
$
|
1,450.2
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
$
|
98.4
|
|
|
$
|
108.7
|
|
Amortization of intangibles
|
668.0
|
|
|
851.2
|
|
||
Liability on undistributed foreign earnings
|
4.9
|
|
|
260.7
|
|
||
Deferred revenue
|
24.6
|
|
|
27.3
|
|
||
Other
|
62.2
|
|
|
74.1
|
|
||
Total deferred tax liabilities
|
$
|
858.1
|
|
|
$
|
1,322.0
|
|
Deferred tax assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
256.4
|
|
|
$
|
362.5
|
|
Doubtful accounts and other customer allowances
|
16.3
|
|
|
19.3
|
|
||
Basis differences in liabilities
|
84.5
|
|
|
110.4
|
|
||
Operating loss, capital loss and tax credit carryforwards
|
632.2
|
|
|
590.3
|
|
||
Currency and derivatives
|
48.5
|
|
|
45.1
|
|
||
Other
|
88.6
|
|
|
131.6
|
|
||
Total deferred tax assets
|
$
|
1,126.5
|
|
|
$
|
1,259.2
|
|
Net Deferred Tax Asset (Liability) before Valuation Allowance
|
$
|
268.4
|
|
|
$
|
(62.8
|
)
|
Valuation allowance
|
$
|
(516.7
|
)
|
|
$
|
(525.5
|
)
|
Net Deferred Tax Liability after Valuation Allowance
|
$
|
(248.3
|
)
|
|
$
|
(588.3
|
)
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
714.1
|
|
|
$
|
305.9
|
|
|
$
|
405.5
|
|
Foreign
|
812.0
|
|
|
920.2
|
|
|
745.3
|
|
|||
Earnings from continuing operations before income taxes
|
$
|
1,526.1
|
|
|
$
|
1,226.1
|
|
|
$
|
1,150.8
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
590.6
|
|
|
$
|
84.8
|
|
|
$
|
64.4
|
|
Foreign
|
224.6
|
|
|
191.5
|
|
|
171.4
|
|
|||
State
|
25.4
|
|
|
10.6
|
|
|
14.1
|
|
|||
Total current
|
$
|
840.6
|
|
|
$
|
286.9
|
|
|
$
|
249.9
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
(513.4
|
)
|
|
$
|
18.2
|
|
|
$
|
64.2
|
|
Foreign
|
(33.0
|
)
|
|
(26.1
|
)
|
|
(47.3
|
)
|
|||
State
|
6.3
|
|
|
(17.8
|
)
|
|
(18.2
|
)
|
|||
Total deferred
|
(540.1
|
)
|
|
(25.7
|
)
|
|
(1.3
|
)
|
|||
Income taxes on continuing operations
|
$
|
300.5
|
|
|
$
|
261.2
|
|
|
$
|
248.6
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Tax at statutory rate
|
$
|
534.1
|
|
|
$
|
429.1
|
|
|
$
|
402.9
|
|
State income taxes, net of federal benefits
|
13.3
|
|
|
12.5
|
|
|
14.9
|
|
|||
Foreign tax rate differential
|
(149.0
|
)
|
|
(166.3
|
)
|
|
(166.9
|
)
|
|||
Uncertain tax benefits
|
64.4
|
|
|
32.0
|
|
|
43.9
|
|
|||
Tax audit settlements
|
(16.5
|
)
|
|
(10.5
|
)
|
|
1.3
|
|
|||
Change in valuation allowance
|
(5.4
|
)
|
|
38.9
|
|
|
(21.6
|
)
|
|||
Change in deferred tax liabilities on undistributed foreign earnings
|
(94.1
|
)
|
|
(38.7
|
)
|
|
(31.0
|
)
|
|||
Basis difference for businesses Held for Sale
|
27.9
|
|
|
(27.9
|
)
|
|
—
|
|
|||
Stock-based compensation
|
(23.2
|
)
|
|
—
|
|
|
—
|
|
|||
Sale of businesses
|
(47.3
|
)
|
|
—
|
|
|
—
|
|
|||
U.S. Federal tax reform
|
23.6
|
|
|
—
|
|
|
—
|
|
|||
Other-net
|
(27.3
|
)
|
|
(7.9
|
)
|
|
5.1
|
|
|||
Income taxes on continuing operations
|
$
|
300.5
|
|
|
$
|
261.2
|
|
|
$
|
248.6
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
309.8
|
|
|
$
|
283.1
|
|
|
$
|
280.8
|
|
Additions based on tax positions related to current year
|
34.6
|
|
|
14.9
|
|
|
23.2
|
|
|||
Additions based on tax positions related to prior years
|
82.5
|
|
|
53.9
|
|
|
24.3
|
|
|||
Reductions based on tax positions related to prior years
|
(4.2
|
)
|
|
(34.2
|
)
|
|
(14.3
|
)
|
|||
Settlements
|
(0.3
|
)
|
|
5.4
|
|
|
(21.5
|
)
|
|||
Statute of limitations expirations
|
(34.6
|
)
|
|
(13.3
|
)
|
|
(9.4
|
)
|
|||
Balance at end of year
|
$
|
387.8
|
|
|
$
|
309.8
|
|
|
$
|
283.1
|
|
(Millions of Dollars)
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Operating lease obligations
|
$
|
473.3
|
|
|
$
|
124.7
|
|
|
$
|
96.2
|
|
|
$
|
70.5
|
|
|
$
|
53.3
|
|
|
$
|
39.5
|
|
|
$
|
89.1
|
|
Marketing commitments
|
50.5
|
|
|
30.9
|
|
|
17.7
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
523.8
|
|
|
$
|
155.6
|
|
|
$
|
113.9
|
|
|
$
|
72.4
|
|
|
$
|
53.3
|
|
|
$
|
39.5
|
|
|
$
|
89.1
|
|
(Millions of Dollars)
|
Term
|
|
Maximum
Potential
Payment
|
|
Carrying
Amount of
Liability
|
||||
Guarantees on the residual values of leased properties
|
One to four years
|
|
$
|
102.6
|
|
|
$
|
—
|
|
Standby letters of credit
|
Up to three years
|
|
72.9
|
|
|
—
|
|
||
Commercial customer financing arrangements
|
Up to six years
|
|
74.1
|
|
|
26.2
|
|
||
Total
|
|
|
$
|
249.6
|
|
|
$
|
26.2
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance beginning of period
|
$
|
103.4
|
|
|
$
|
105.4
|
|
|
$
|
109.6
|
|
Warranties and guarantees issued
|
105.3
|
|
|
97.2
|
|
|
91.8
|
|
|||
Liability assumed from acquisitions
|
67.5
|
|
|
—
|
|
|
—
|
|
|||
Warranty payments and currency
|
(100.2
|
)
|
|
(99.2
|
)
|
|
(96.0
|
)
|
|||
Balance end of period
|
$
|
176.0
|
|
|
$
|
103.4
|
|
|
$
|
105.4
|
|
(Millions of Dollars)
|
2017
|
|
2016
|
|
2015
|
||||||
Pre-tax income
|
$
|
7.0
|
|
|
$
|
50.0
|
|
|
$
|
33.3
|
|
(Millions of Dollars)
|
December 31, 2016
|
||
Accounts and notes receivable, net
|
$
|
35.3
|
|
Inventories, net
|
33.2
|
|
|
Property, Plant and Equipment, net
|
52.3
|
|
|
Goodwill and other intangibles, net
|
399.8
|
|
|
Other Assets
|
2.8
|
|
|
Total assets
|
$
|
523.4
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
38.0
|
|
Other liabilities
|
15.5
|
|
|
Total liabilities
|
$
|
53.5
|
|
(Millions of Dollars)
|
2015
|
||
Net Sales
|
$
|
39.4
|
|
Loss from discontinued operations before income taxes
|
(19.3
|
)
|
|
Income tax expense on discontinued operations
|
0.8
|
|
|
Net loss from discontinued operations
|
$
|
(20.1
|
)
|
|
|
Quarter
|
|
|
||||||||||||||||
(Millions of Dollars, except per share amounts)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,805.6
|
|
|
$
|
3,229.5
|
|
|
$
|
3,298.6
|
|
|
$
|
3,413.5
|
|
|
$
|
12,747.2
|
|
Gross profit
|
|
1,065.3
|
|
|
1,212.2
|
|
|
1,252.1
|
|
|
1,248.4
|
|
|
4,778.0
|
|
|||||
Selling, general and administrative
(1)
|
|
684.7
|
|
|
738.7
|
|
|
763.4
|
|
|
793.3
|
|
|
2,980.1
|
|
|||||
Earnings from continuing operations
|
|
393.1
|
|
|
277.2
|
|
|
274.2
|
|
|
281.1
|
|
|
1,225.6
|
|
|||||
Less: Net loss attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||||
Net Earnings Attributable to Common Shareowners
|
|
$
|
393.1
|
|
|
$
|
277.2
|
|
|
$
|
274.2
|
|
|
$
|
281.5
|
|
|
$
|
1,226.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share
|
|
$
|
2.63
|
|
|
$
|
1.85
|
|
|
$
|
1.83
|
|
|
$
|
1.88
|
|
|
$
|
8.19
|
|
Diluted earnings per common share
|
|
$
|
2.59
|
|
|
$
|
1.82
|
|
|
$
|
1.80
|
|
|
$
|
1.84
|
|
|
$
|
8.04
|
|
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
(1)
|
|
627.8
|
|
|
666.9
|
|
|
645.4
|
|
|
683.8
|
|
|
2,623.9
|
|
|||||
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 Attributable to Common Shareowners
|
|
$
|
189.4
|
|
|
$
|
271.5
|
|
|
$
|
248.9
|
|
|
$
|
255.5
|
|
|
$
|
965.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share
|
|
$
|
1.30
|
|
|
$
|
1.87
|
|
|
$
|
1.71
|
|
|
$
|
1.74
|
|
|
$
|
6.61
|
|
Diluted earnings per common share
|
|
$
|
1.28
|
|
|
$
|
1.84
|
|
|
$
|
1.68
|
|
|
$
|
1.71
|
|
|
$
|
6.51
|
|
Acquisition-Related Charges & Other
|
|
Diluted EPS Impact
|
• Q1 2017 — $211 million gain ($197 million after-tax)
|
|
$1.30 per diluted share
|
• Q2 2017 — $43 million loss ($29 million after-tax)
|
|
($0.20) per diluted share
|
• Q3 2017 — $33 million loss ($24 million after-tax)
|
|
($0.16) per diluted share
|
• Q4 2017 — $27 million loss ($53 million after-tax)
|
|
($0.34) per diluted share
|
3.1
|
|
(a)
|
|
|
|
|
|
|
(b)
|
||
|
|
|
|
|
(c)
|
||
|
|
|
|
|
(d)
|
||
|
|
|
|
|
(e)
|
||
|
|
|
|
|
(f)
|
||
|
|
|
|
3.2
|
|
(a)
|
|
|
|
|
|
4.1
|
|
(a)
|
|
|
|
|
|
|
(b)
|
||
|
|
|
|
4.2
|
|
(a)
|
|
|
|
|
|
|
(b)
|
||
|
|
|
|
(c)
|
||
|
|
|
|
|
(d)
|
||
|
|
|
|
|
(e)
|
||
|
|
|
|
4.3
|
|
(a)
|
|
|
|
|
|
|
(b)
|
||
|
|
|
|
|
(c)
|
||
|
|
|
|
|
(d)
|
||
|
|
|
|
|
(e)
|
||
|
|
|
|
|
(f)
|
||
|
|
|
|
|
(g)
|
||
|
|
|
|
|
(h)
|
||
|
|
|
|
4.4
|
|
|
|
|
|
|
|
4.5
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
4.7
|
|
|
|
|
|
|
|
4.8
|
|
|
|
|
|
|
|
10.1
|
|
(a)
|
|
|
|
|
|
|
(b)
|
||
|
|
|
10.2
|
|
(a)
|
|
|
|
|
|
|
(b)
|
||
|
|
|
|
10.3
|
|
|
|
|
|
|
|
10.4
|
|
|
|
|
|
|
|
10.5
|
|
|
|
|
|
|
|
10.6
|
|
|
|
|
|
|
|
10.7
|
|
|
|
|
|
|
|
10.8
|
|
|
|
|
|
|
|
10.9
|
|
|
|
|
|
|
|
10.10
|
|
(a)
|
|
|
|
|
|
|
(b)
|
||
|
|
|
|
10.11
|
|
|
|
|
|
|
|
10.12
|
|
|
|
|
|
|
|
10.13
|
|
|
The Stanley Works Non-Employee Directors’ Benefit Trust Agreement dated December 27, 1989 and amended as of January 1, 1991 by and between The Stanley Works and Fleet National Bank, as successor trustee (incorporated by reference to Exhibit (10)(xvii)(a) to the Company’s Annual Report on Form 10-K for year ended December 29, 1990).
P
|
|
|
|
|
10.14
|
|
(a)
|
|
|
|
|
|
(b)
|
||
|
|
|
|
10.15
|
|
(a)
|
|
|
|
|
|
|
(b)
|
||
|
|
|
|
|
(c)
|
||
|
(d)
|
||
|
|
|
|
10.16
|
|
(a)
|
|
|
|
|
|
|
(b)
|
||
|
|
|
|
|
(c)
|
||
|
|
|
|
|
(d)
|
||
|
|
|
|
|
(e)
|
||
|
|
|
|
10.17
|
|
(a)
|
|
|
|
|
|
|
(b)
|
||
|
|
|
|
10.18
|
|
|
|
|
|
|
|
10.19
|
|
|
|
|
|
|
|
10.20
|
|
|
|
|
|
|
|
10.21
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
|
|
10.23
|
|
(a)
|
|
|
|
|
|
|
(b)
|
||
|
|
|
|
10.24
|
|
|
|
|
|
|
|
10.25
|
|
|
|
|
|
|
|
10.26
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
31.1
|
|
(a)
|
|
|
|
|
|
31.1
|
|
(b)
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
99.1
|
|
|
Policy on Confidential Proxy Voting and Independent Tabulation and Inspection of Elections as adopted by The Board of Directors October 23, 1991 (incorporated by reference to Exhibit (28)(i) to the Quarterly Report on Form 10-Q for the quarter ended September 28, 1991).
P
|
|
|
|
*
|
Management contract or compensation plan or arrangement.
|
P
|
Paper Filing
|
|
|
|
Threshold
|
Target
|
Max
|
# PS
|
<NUMBER1>
|
<NUMBER2>
|
<NUMBER3>
|
1.
|
Time and Manner of Settlement.
As soon as practicable following completion of the applicable Measurement Period, and assuming that the Threshold Performance Goals are achieved and employment requirements are satisfied, the Company shall issue a number of Shares to the Participant, in settlement of the Participant’s Performance Award, equal to (i) the number of Shares specified in the Award Letter to be issued based upon the Performance Goals achieved plus (ii) in the event performance falls between the Threshold and Target or Target and Maximum Goals as specified in the Award Documents, a pro rata number of Shares calculated as follows (rounded to the closest whole number):
|
2.
|
Vesting; form of settlement.
Performance Awards will become vested on the Settlement Date to the extent that the applicable performance metrics have been achieved and, except as set forth below, provided that the participant is continuously employed by the Company until such time. Performance Awards will be settled in shares of Company common stock as soon as practicable following the end of the Measurement Period. Performance Awards will be settled in the form of Unrestricted Stock.
|
3.
|
Rights of a Shareholder.
The Participant shall not have any rights of a shareholder with respect to the Performance Awards or any Shares issued in settlement thereof prior to the Settlement Date.
|
4.
|
Transferability.
Transferability shall be as set forth in the Plan.
|
5.
|
Adjustments.
Notwithstanding any other provision hereof, the Committee shall have authority to make adjustments in the terms and conditions of, and the criteria included in, Performance Awards granted hereunder, as set forth in the Plan.
|
6.
|
Miscellaneous.
The Committee shall have full authority to administer the Performance Awards and to interpret the terms of the Award Documents, which authority includes the authority to waive certain conditions in
|
7.
|
Unfunded Arrangement.
The Performance Awards represented in the Award Documents constitute an unfunded unsecured promise of the Company and the rights of the Participant in respect of the Performance Awards are no greater than the rights of an unsecured creditor of the Company.
|
8.
|
Capitalized Terms.
The following capitalized terms shall have the meaning set forth below for purposes of this Letter. All other capitalized terms used in this document shall have the meanings set forth in the Plan.
|
|
James M. Loree
President & Chief Executive Officer
Stanley Black & Decker
1000 Stanley Drive, New Britain, CT 06053
T
(860) 827-3837
|
1.
|
Submission of completed Pre-Employment forms, including the Invention and Confidentiality Agreement;
|
2.
|
Pre-employment drug screen;
|
3.
|
Background check;
|
4.
|
Evidence of your authorization to legally work in the U.S. in accordance with Immigration and Naturalization Act (Form I-9);
|
5.
|
Return of the signed MICP Restrictive Covenant Agreement
|
6.
|
Return of the signed Made in the USA Acknowledgment Agreement
|
|
|
STANLEY BLACK & DECKER, INC.
|
|
By:
|
/s/ Joseph R. Voelker
|
|
Name:
|
Joseph R. Voelker
|
|
Title:
|
Senior Vice President, Chief Human Resources Officer
|
|
|
|
|
|
____________________________________
|
|
EXECUTIVE
|
/s/ Janet M. Link
|
|
Address:
|
Janet M. Link
|
|
|
ive.
New Britain, CT 06053
|
|
|
ive.
New Britain, CT 06053
|
|
Fiscal Year
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings from continuing operations before income taxes and non-controlling interest
|
$
|
1,526.1
|
|
|
$
|
1,226.1
|
|
|
$
|
1,150.8
|
|
|
$
|
1,084.8
|
|
|
$
|
587.6
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
222.6
|
|
|
194.5
|
|
|
180.4
|
|
|
177.2
|
|
|
160.1
|
|
|||||
Portion of rents representative of interest factor
|
14.8
|
|
|
12.6
|
|
|
12.0
|
|
|
13.6
|
|
|
14.6
|
|
|||||
Income as adjusted
|
$
|
1,763.5
|
|
|
$
|
1,433.2
|
|
|
$
|
1,343.2
|
|
|
$
|
1,275.6
|
|
|
$
|
762.3
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
222.6
|
|
|
$
|
194.5
|
|
|
$
|
180.4
|
|
|
$
|
177.2
|
|
|
$
|
160.1
|
|
Portion of rents representative of interest factor
|
14.8
|
|
|
12.6
|
|
|
12.0
|
|
|
13.6
|
|
|
14.6
|
|
|||||
Fixed charges
|
$
|
237.4
|
|
|
$
|
207.1
|
|
|
$
|
192.4
|
|
|
$
|
190.8
|
|
|
$
|
174.7
|
|
Ratio of earnings to fixed charges
|
7.4
|
|
|
6.9
|
|
|
7.0
|
|
|
6.7
|
|
|
4.4
|
|
Corporate Name
|
|
Jurisdiction of Incorporation/ Organization
|
Domestic Subsidiaries
|
|
United States
|
AeroScout LLC
|
|
Delaware
|
ASIA FASTENING (US), INC.
|
|
Delaware
|
AeroScout (US) LLC
|
|
Delaware
|
BD Abrasive LLC
|
|
Texas
|
B&D Holdings, Inc.
|
|
Maryland
|
BLACK & DECKER DE PANAMA LLC
|
|
Maryland
|
BLACK & DECKER HEALTHCARE MANAGEMENT INC.
|
|
Maryland
|
BLACK & DECKER INVESTMENTS (AUSTRALIA) LIMITED
|
|
Maryland
|
BLACK & DECKER SHELBYVILLE, LLC
|
|
Kentucky
|
BLACK & DECKER MEXFIN LLC
|
|
Delaware
|
BLACK & DECKER (IRELAND) INC.
|
|
Delaware
|
BLACK & DECKER INDIA INC.
|
|
Maryland
|
BLACK & DECKER HOLDINGS, LLC
|
|
Delaware
|
BLACK & DECKER INVESTMENTS LLC
|
|
Maryland
|
BLACK & DECKER INVESTMENT COMPANY, LLC
|
|
Delaware
|
BLACK & DECKER GROUP, LLC
|
|
Delaware
|
BLACK & DECKER FUNDING CORPORATION
|
|
Delaware
|
BLACK & DECKER PUERTO RICO INC.
|
|
Delaware
|
BLACK & DECKER (U.S.) INC.
|
|
Maryland
|
THE BLACK & DECKER CORPORATION
|
|
Maryland
|
BLACK & DECKER INC.
|
|
Delaware
|
DEVILBISS AIR POWER COMPANY
|
|
Delaware
|
DIYZ, 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
|
CLP2 GP, LLC
|
|
Delaware
|
Bostitch-Holding, L.L.C.
|
|
Delaware
|
Stanley Black & Decker Chile, L.L.C.
|
|
Delaware
|
Stanley Security Solutions, Inc.
|
|
Indiana
|
Stanley Atlantic Inc.
|
|
Delaware
|
Stanley Black & Decker Cayman Holdings, Inc.
|
|
Delaware
|
SecurityCo Solutions, Inc.
|
|
Delaware
|
Stanley Convergent Security Solutions, Inc.
|
|
Delaware
|
SBD Property Holdings, LLC
|
|
Delaware
|
SBD Insurance, Inc.
|
|
Connecticut
|
SBD CAYMAN LLC
|
|
Delaware
|
Stanley Access Technologies LLC
|
|
Delaware
|
SPIRALOCK CORPORATION
|
|
Michigan
|
Pacom Systems (North America) Inc.
|
|
Delaware
|
Sargent & Greenleaf, Inc.
|
|
Indiana
|
RIGHTCO II, LLC
|
|
Delaware
|
Corporate Name
|
|
Jurisdiction of Incorporation/ Organization
|
Domestic Subsidiaries (continued)
|
|
United States
|
BDK FAUCET HOLDINGS INC.
|
|
Delaware
|
PIH U.S., Inc.
|
|
Delaware
|
PORTER-CABLE ARGENTINA, LLC
|
|
Minnesota
|
InfoLogix Systems Corporation
|
|
Delaware
|
Infologix, Inc.
|
|
Delaware
|
Infologix - DDMS, Inc.
|
|
Delaware
|
Irwin Industrial Tool Company
|
|
Delaware
|
JennCo1, Inc.
|
|
Delaware
|
JAFFORD LLC
|
|
Maryland
|
NEWFREY LLC
|
|
Delaware
|
Microalloying International, Inc.
|
|
Delaware
|
INFASTECH DECORAH, LLC
|
|
Delaware
|
EMHART HARTTUNG INC.
|
|
Delaware
|
EMHART TEKNOLOGIES LLC
|
|
Delaware
|
Hardware City Associates Limited Partnership
|
|
Connecticut
|
The Farmington River Power Company
|
|
Connecticut
|
Zag USA, Inc.
|
|
Delaware
|
Stanley Inspection US, L.L.C.
|
|
Alabama
|
Waterloo Industries, Inc.
|
|
Delaware
|
Waterloo Holdings, Inc.
|
|
Delaware
|
Stanley Canada Holdings, L.L.C.
|
|
Delaware
|
Stanley International Holdings, Inc.
|
|
Delaware
|
Stanley Inspection, L.L.C.
|
|
Delaware
|
Stanley Industrial & Automotive, LLC
|
|
Delaware
|
Stanley Housing Fund, Inc.
|
|
Delaware
|
Stanley Fastening Systems, L.P.
|
|
Delaware
|
Stanley Pipeline Inspection, L.L.C.
|
|
Delaware
|
Stanley Logistics, L.L.C.
|
|
Delaware
|
Stanley European Holdings, L.L.C.
|
|
Delaware
|
Stanley Black & Decker, Inc.
|
|
Connecticut
|
View Technologies, LLC
|
|
Delaware
|
TSI SALES & INSTALLATION LLC
|
|
Nevada
|
TSI MONITORING LLC
|
|
Nevada
|
Stanley Safety Corporation, LLC
|
|
Delaware
|
Corporate Name
|
|
Jurisdiction of Incorporation/ Organization
|
International Subsidiaries (continued)
|
|
|
PIPELINE EQUIPMENT AND SERVICES SARL
|
|
Algeria
|
BLACK & DECKER ARGENTINA S.A.
|
|
Argentina
|
Stanley Black & Decker Australia 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 Australasia Limited
|
|
Australia
|
Powers Rawl Pty. Ltd.
|
|
Australia
|
Rawl Australasia Pty. Ltd.
|
|
Australia
|
Rawlplug Unit Trust
|
|
Australia
|
Stanley Security Solutions Australia Pty Ltd
|
|
Australia
|
Stanley Black & Decker Holdings Australia Pty Ltd
|
|
Australia
|
The Stanley Works Pty. Ltd.
|
|
Australia
|
Stanley Black & Decker Austria GmbH
|
|
Austria
|
Stanley Black & Decker (Barbados) SRL
|
|
Barbados
|
A & E SECURITY NV
|
|
Belgium
|
ARGOS-SIGNALSON SECURITY SA
|
|
Belgium
|
Black & Decker Limited BVBA
|
|
Belgium
|
CONNEXCENTER SA
|
|
Belgium
|
ETAC ALARME SERVICES SECURITY SA
|
|
Belgium
|
ETAC GENT SA
|
|
Belgium
|
Facom Belgie BVBA
|
|
Belgium
|
JMD SECURITE SA
|
|
Belgium
|
Stanley Black & Decker Belgium BVBA
|
|
Belgium
|
Stanley Black & Decker Latin American Holding BVBA
|
|
Belgium
|
Stanley Black & Decker Logistics BVBA
|
|
Belgium
|
Stanley Europe BVBA
|
|
Belgium
|
Stanley Security Belgium BVBA
|
|
Belgium
|
Stanley Security Europe BVBA
|
|
Belgium
|
VAG SECURITY SYSTEMS SPRL
|
|
Belgium
|
BLACK & DECKER DO BRASIL LTDA.
|
|
Brazil
|
Irwin Industrial Tool Ferramentas do Brasil Ltda.
|
|
Brazil
|
M. HART DO BRASIL LTDA.
|
|
Brazil
|
BDB Ferramentas do Brasil Ltda
|
|
Brazil
|
REFAL INDUSTRIA E COMERCIO DE REBITES E REBITADEIRAS LTDA.
|
|
Brazil
|
SPIRALOCK DO BRASIL, LTDA.
|
|
Brazil
|
Microtec Enterprises Inc.
|
|
Canada
|
Mont-Hard (Canada) Inc.
|
|
Canada
|
Mac Tools Canada Inc.
|
|
Canada
|
Irwin Tools Canada ULC
|
|
Canada
|
First National AlarmCap. Trust
|
|
Canada
|
First National AlarmCap LP/Premiere Societe en Commandite Nationale Alarmcap
|
|
Canada
|
CRC-EVANS CANADA LTD.
|
|
Canada
|
Stanley CLP2
|
|
Canada
|
Stanley CLP3
|
|
Canada
|
Stanley Inspection Canada Ltd.
|
|
Canada
|
STANLEY BLACK & DECKER CANADA CORPORATION
|
|
Canada
|
Corporate Name
|
|
Jurisdiction of Incorporation/ Organization
|
International Subsidiaries (continued)
|
|
|
XMARK Corporation
|
|
Canada
|
WINTECH CORPORATION LIMITED
|
|
Cayman Islands
|
BLACK & DECKER MANUFACTURING, DISTRIBUTION & GLOBAL PURCHASING HOLDINGS LP
|
|
Cayman Islands
|
Chiro (Cayman) Holdings Ltd.
|
|
Cayman Islands
|
Besco Investment Group Co. Ltd.
|
|
Cayman Islands
|
JOINTECH CORPORATION, LTD.
|
|
Cayman Islands
|
SBD HOLDINGS CAYMAN, LP
|
|
Cayman Islands
|
MAQUINAS y HERRAMIENTAS BLACK & DECKER de CHILE S.A.
|
|
Chile
|
DISTRIBUIDORA PORTER CABLE LIMITADA
|
|
Chile
|
BLACK & DECKER (SUZHOU) PRECISION MANUFACTURING CO., LTD.
|
|
China
|
BLACK & DECKER (SUZHOU) POWER TOOLS CO., LTD.
|
|
China
|
BLACK & DECKER SSC CO., LTD.
|
|
China
|
BLACK & DECKER (SUZHOU) CO., LTD.
|
|
China
|
Besco Machinery Industry (Zhejiang) Co., Ltd.
|
|
China
|
ANZI MASTERFIX TOOL LIMITED LIABILITY COMPANY
|
|
China
|
Jiangsu Guoqiang Tools Co., Ltd.
|
|
China
|
Newell Rubbermaid Products (Shenzhen) Co. Ltd.
|
|
China
|
GUANGZHOU EMHART FASTENING SYSTEM CO., LTD.
|
|
China
|
INFASTECH FASTENING SYSTEMS (WUXI) LIMITED
|
|
China
|
Hefei INTACA Science & Technology Development Co., Ltd.
|
|
China
|
INFASTECH (SHENZHEN) LIMITED
|
|
China
|
Powers Shanghai Trading Ltd.
|
|
China
|
Yong Ru Plastics Industry (Suzhou) Co., Ltd
|
|
China
|
Shanghai Emhart Fastening System Co., Ltd.
|
|
China
|
Stanley Black & Decker Precision Manufacturing (Shenzhen) Co., Ltd.
|
|
China
|
The Stanley Works (Shanghai) Co., Ltd.
|
|
China
|
The Stanley Works (Shanghai) Management Co., Ltd.
|
|
China
|
Stanley Works (Wendeng) Tools Co., Ltd.
|
|
China
|
The Stanley Works (Zhejiang) Industrial Tools Co., Ltd.
|
|
China
|
The Stanley Works (Zhongshan) Tool Co., Ltd.
|
|
China
|
The Stanley Works (Langfang) Fastening Systems Co., Ltd.
|
|
China
|
Stanley Black & Decker Colombia Services S.A.S.
|
|
Colombia
|
Black & Decker de Colombia S.A.S.
|
|
Colombia
|
BLACK AND DECKER DE COSTA RICA LIMITADA
|
|
Costa Rica
|
Stanley Black & Decker Czech Republic s.r.o.
|
|
Czech Republic
|
Black & Decker (Czech) 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
|
Dubuis et Cie SAS
|
|
France
|
EMHART FASTENING & ASSEMBLY SNC
|
|
France
|
Facom Holding SAS
|
|
France
|
Novia SWK SAS
|
|
France
|
Corporate Name
|
|
Jurisdiction of Incorporation/ Organization
|
International Subsidiaries (continued)
|
|
|
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 Black & Decker Manufacturing SAS
|
|
France
|
Stanley Healthcare Solutions France Sàrl
|
|
France
|
Stanley Security France SAS
|
|
France
|
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 fr Brand- und Einbruchmeldesysteme mbH
|
|
Germany
|
Stanley Black & Decker Deutschland GmbH
|
|
Germany
|
Stanley Grundstuecksverwaltungs GmbH
|
|
Germany
|
Stanley Security Deutschland Administration GmbH
|
|
Germany
|
Stanley Security Deutschland GmbH
|
|
Germany
|
Stanley Security Deutschland Holding GmbH
|
|
Germany
|
TUCKER GmbH
|
|
Germany
|
STANLEY BLACK & DECKER (HELLAS) EPE
|
|
Greece
|
BLACK & DECKER HONG KONG LIMITED
|
|
Hong Kong
|
AVDEL HOLDINGS (HONG KONG) LIMITED
|
|
Hong Kong
|
BDC INTERNATIONAL LIMITED
|
|
Hong Kong
|
SPIRALOCK GLOBAL VENTURES, LIMITED
|
|
Hong Kong
|
Stanley Black & Decker Limited
|
|
Hong Kong
|
Niscayah Investments Limited
|
|
Hong Kong
|
Niscayah Asia Limited
|
|
Hong Kong
|
INFASTECH COMPANY LIMITED
|
|
Hong Kong
|
INFASTECH (CHINA) LIMITED
|
|
Hong Kong
|
HANGTECH LIMITED
|
|
Hong Kong
|
EMHART GUANGZHOU (HONG KONG) LIMITED
|
|
Hong Kong
|
STANLEY BLACK & DECKER HUNGARY KORALTOLT FELELOSSEGU TARSASAG
|
|
Hungary
|
Stanley Finance Hungary Group Financing Limited Liability Company
|
|
Hungary
|
Stanley Works (India) Private Limited
|
|
India
|
Stanley Black & Decker India Private Limited
|
|
India
|
Stanley Engineered Fastening India Private Limited
|
|
India
|
STANLEY SECURITY SOLUTIONS INDIA PRIVATE LIMITED
|
|
India
|
Lenox India Private Limited
|
|
India
|
PT STANLEY BLACK & DECKER
|
|
Indonesia
|
Stanley Black & Decker International Finance 3 Unlimited Company
|
|
Ireland
|
Stanley Security Limited
|
|
Ireland
|
SBD European Investment Unlimited Company
|
|
Ireland
|
SBD European Security Investment Unlimited Company
|
|
Ireland
|
SBD European Security International Unlimited Company
|
|
Ireland
|
Gamrie Designated Activity Company
|
|
Ireland
|
Baltimore Financial Services Company Unlimited Company
|
|
Ireland
|
Baltimore Insurance Designated Activity Company
|
|
Ireland
|
Belco Investments Company Unlimited Company
|
|
Ireland
|
Corporate Name
|
|
Jurisdiction of Incorporation/ Organization
|
International Subsidiaries (continued)
|
|
|
Black & Decker International Finance 1 Unlimited Company
|
|
Ireland
|
Black & Decker International Finance 3 Designated Activity Company
|
|
Ireland
|
Stanley Black & Decker Ireland Unlimited Company
|
|
Ireland
|
Chesapeake Falls Holdings Company Unlimited Company
|
|
Ireland
|
Stanley Black & Decker International Finance 2 Unlimited Company
|
|
Ireland
|
Stanley Black & Decker International Finance 4 Unlimited Company
|
|
Ireland
|
Stanley Black & Decker International Finance 5 Unlimited Company
|
|
Ireland
|
Stanley Black & Decker Latin American Investment Unlimited Company
|
|
Ireland
|
Stanley Black & Decker Finance Unlimited Company
|
|
Ireland
|
The Stanley Works Israel Ltd.
|
|
Israel
|
AeroScout 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
|
Stanley Black & Decker Italy Production S.r.l.
|
|
Italy
|
NIPPON POP RIVETS & FASTENERS, LTD.
|
|
Japan
|
INFASTECH (KOREA) LIMITED
|
|
Korea, Republic of
|
BLACK & DECKER (OVERSEAS) GmbH
|
|
Liechtenstein
|
BLACK & DECKER LUXEMBOURG FINANCE S.C.A.
|
|
Luxembourg
|
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.A.R.L.
|
|
Luxembourg
|
Black & Decker International finance 3
|
|
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
|
Infastech S.à r.l.
|
|
Luxembourg
|
SBD European Security Holdings S.à r.l.
|
|
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
|
Stanley Black & Decker Partnership Japan
|
|
Luxembourg
|
Stanley Black & Decker Partnership Japan Holdings S.à r.l.
|
|
Luxembourg
|
Black & Decker International Finance 3 Designated Activity Company
|
|
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
|
Stanley Security Malaysia Sdn. Bhd.
|
|
Malaysia
|
INFASTECH HOLDINGS (Malaysia) Sdn Bhd
|
|
Malaysia
|
INFASTECH CAMCAR MALAYSIA SDN BHD
|
|
Malaysia
|
Stanley Works (Malaysia) SDN BHD
|
|
Malaysia
|
Infastech (Mauritius) Limited
|
|
Mauritius
|
Herramientas Stanley S.A. de C.V.
|
|
Mexico
|
GRUPO BLACK & DECKER MEXICO, S. DE R.L. DE C.V.
|
|
Mexico
|
DEWALT INDUSTRIAL TOOLS, S.A. DE C.V.
|
|
Mexico
|
Corporate Name
|
|
Jurisdiction of Incorporation/ Organization
|
International Subsidiaries (continued)
|
|
|
BLACK & DECKER DE REYNOSA, S. DE R.L. DE C.V.
|
|
Mexico
|
BLACK AND DECKER, S.A. de C.V.
|
|
Mexico
|
Stanley-Bostitch Servicios S. de R.L. de C.V.
|
|
Mexico
|
Stanley-Bostitch, S.A. de C.V.
|
|
Mexico
|
BLACK & DECKER FAR EAST HOLDINGS B.V.
|
|
Netherlands
|
Black & Decker Hardware Holdings B.V.
|
|
Netherlands
|
BLACK & DECKER HOLDINGS B.V.
|
|
Netherlands
|
Chiro Tools Holdings B.V.
|
|
Netherlands
|
CRC-Evans B.V.
|
|
Netherlands
|
ELU B.V.
|
|
Netherlands
|
Stanley European Holdings B.V.
|
|
Netherlands
|
Stanley European Holdings II B.V.
|
|
Netherlands
|
Stanley Israel Investments B.V.
|
|
Netherlands
|
Stanley Works Holdings B.V.
|
|
Netherlands
|
Stichting Beheer Intellectuele Eigendomsrechten Blick Benelux B.V.
|
|
Netherlands
|
Emhart Teknologies B.V.
|
|
Netherlands
|
INTERFAST B.V.
|
|
Netherlands
|
Stanley Black & Decker Asian Holdings B.V.
|
|
Netherlands
|
Stanley Black & Decker Netherlands B.V.
|
|
Netherlands
|
Stanley Security Alarmcentrale B.V.
|
|
Netherlands
|
Stanley Security Nederland B.V.
|
|
Netherlands
|
Totaal Beveiligingen B.V.
|
|
Netherlands
|
Stanley Black & Decker NZ Limited
|
|
New Zealand
|
Stanley Black & Decker Norway AS
|
|
Norway
|
Stanley Security Holding AS
|
|
Norway
|
Stanley Security AS
|
|
Norway
|
PIH Services ME LLC
|
|
Oman
|
POWERS FASTENERS INC.(Panama)
|
|
Panama
|
Emhart Panama, S. de R.L.
|
|
Panama
|
SBD Panama Investments LLC
|
|
Panama
|
BLACK & DECKER DE PANAMA, S. de R.L.
|
|
Panama
|
SBD Panama LLC
|
|
Panama
|
BLACK & DECKER DEL PERU S.A.
|
|
Peru
|
Stanley Black & Decker Polska Sp. z o.o.
|
|
Poland
|
MASTERFIX POLAND LTD. SP.Z O.O.
|
|
Poland
|
Stanley Fastening Systems Poland Sp. z o.o.
|
|
Poland
|
Stanley Security Portugal, Unipessoal, Lda
|
|
Portugal
|
PIH Services ME Ltd.
|
|
Qatar
|
Stanley Black & Decker Romania SRL
|
|
Romania
|
Stanley Black & Decker Limited Liability Company
|
|
Russian Federation
|
Onglin International Limited
|
|
Samoa
|
Stanley Security Singapore Pte. Ltd.
|
|
Singapore
|
INFASTECH INTELLECTUAL PROPERTIES PTE. LTD.
|
|
Singapore
|
INFASTECH RECEIVABLES COMPANY PTE. LTD.
|
|
Singapore
|
BLACK & DECKER ASIA PACIFIC PTE. LTD.
|
|
Singapore
|
Aeroscout (Singapore) Pte. Ltd.
|
|
Singapore
|
Stanley Works Asia Pacific Pte. Ltd.
|
|
Singapore
|
VISIOCOM INTERNATIONAL PTE LTD
|
|
Singapore
|
Stanley Black & Decker Slovakia s.r.o.
|
|
Slovakia
|
COOPERHEAT OF AFRICA (PTY) LTD
|
|
South Africa
|
Corporate Name
|
|
Jurisdiction of Incorporation/ Organization
|
International Subsidiaries (continued)
|
|
|
DE-TECT UNIT INSPECTION (PTY) LTD
|
|
South Africa
|
UNIT INSPECTION PROPERTY (PTY) LTD
|
|
South Africa
|
Stanley Unit Inspection (Pty) Limited
|
|
South Africa
|
Pacom Systems España, S.L.
|
|
Spain
|
STANLEY BLACK & DECKER IBERICA, S.L.
|
|
Spain
|
Avdel Spain, S.L.
|
|
Spain
|
Stanley Black & Decker Sweden AB
|
|
Sweden
|
Pacom Group AB
|
|
Sweden
|
Niscayah Teknik AB
|
|
Sweden
|
Niscayah Group AB
|
|
Sweden
|
SBD Holding AB
|
|
Sweden
|
Stanley Security Sverige AB
|
|
Sweden
|
EMHART GmbH
|
|
Switzerland
|
Sargent & Greenleaf S.A.
|
|
Switzerland
|
Stanley Black & Decker Sales GmbH
|
|
Switzerland
|
Stanley Black & Decker Holding GmbH
|
|
Switzerland
|
Stanley Security Switzerland Sàrl
|
|
Switzerland
|
Stanley Works (Europe) GmbH
|
|
Switzerland
|
Stanley Chiro International Ltd
|
|
Taiwan
|
Stanley Fastening Systems Investment (Taiwan) Co.
|
|
Taiwan
|
Fastener Jamher Taiwan Inc.
|
|
Taiwan
|
Besco Pneumatic Corporation
|
|
Taiwan
|
BLACK & DECKER (THAILAND) LIMITED
|
|
Thailand
|
EMHART TEKNOLOGIES (THAILAND) LTD.
|
|
Thailand
|
INFASTECH THAI COMPANY LIMITED
|
|
Thailand
|
Stanley Works Limited
|
|
Thailand
|
Stanley Black & Decker Turkey Alet Uretim, Sanayi ve Ticaret Limited Sirketi
|
|
Turkey
|
Stanley Black & Decker Middle East Trading FZE
|
|
United Arab Emirates
|
Stanley Black & Decker MEA FZE
|
|
United Arab Emirates
|
Alkhaja Pimex LLC
|
|
United Arab Emirates
|
Aven Tools Limited
|
|
United Kingdom
|
Avdel Holding Limited
|
|
United Kingdom
|
BLACK & DECKER INTERNATIONAL FINANCE (UK) LIMITED
|
|
United Kingdom
|
Black & Decker Europe
|
|
United Kingdom
|
BLACK & DECKER FINANCE
|
|
United Kingdom
|
Stanley Black & Decker UK Limited
|
|
United Kingdom
|
BLACK & DECKER INTERNATIONAL FINANCE HOLDINGS (UK) LIMITED
|
|
United Kingdom
|
DEWALT INDUSTRIAL POWER TOOL COMPANY LTD.
|
|
United Kingdom
|
ELU POWER TOOLS LTD
|
|
United Kingdom
|
CRC-Evans Offshore Limited
|
|
United Kingdom
|
PIH Holdings Limited
|
|
United Kingdom
|
PIH Services Limited
|
|
United Kingdom
|
Pipeline Induction Heat Limited
|
|
United Kingdom
|
Niscayah Holdings Limited
|
|
United Kingdom
|
Emhart International Limited
|
|
United Kingdom
|
Stanley Security Solutions - Europe Limited
|
|
United Kingdom
|
Stanley Security Solutions Limited
|
|
United Kingdom
|
SWK (UK) Limited
|
|
United Kingdom
|
SWK (U.K.) Holding Limited
|
|
United Kingdom
|
Universal Inspection Systems Limited
|
|
United Kingdom
|
Corporate Name
|
|
Jurisdiction of Incorporation/ Organization
|
International Subsidiaries (continued)
|
|
|
Tucker Fasteners Limited
|
|
United Kingdom
|
The Stanley Works Limited
|
|
United Kingdom
|
Stanley Security Solutions (NI) Limited
|
|
United Kingdom
|
Stanley UK Acquisition Company Limited
|
|
United Kingdom
|
Stanley U.K. Holding Ltd.
|
|
United Kingdom
|
Stanley UK Services Limited
|
|
United Kingdom
|
Stanley Black & Decker Finance Limited
|
|
United Kingdom
|
Christie Intruder Alarms Limited
|
|
United Kingdom
|
Southern Monitoring Services Limited
|
|
United Kingdom
|
BLACK & DECKER HOLDINGS DE VENEZUELA, C.A.
|
|
Venezuela
|
BLACK & DECKER DE VENEZUELA, C.A.
|
|
Venezuela
|
Besco Investment Holdings Ltd.
|
|
Virgin Islands, British
|
PIH Services ME Ltd.
|
|
Virgin Islands, British
|
INFASTECH/TRI-STAR LIMITED
|
|
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-8 No. 333-219984)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ James M. Loree
|
|
President and Chief Executive Officer, Director
|
|
February 27, 2018
|
|
James M. Loree
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Andrea J. Ayers
|
|
Director
|
|
February 27, 2018
|
|
Andrea J. Ayers
|
|
|
|
|
|
|
|
|
|||
/s/ George W. Buckley
|
|
Director
|
|
February 27, 2018
|
|
George W. Buckley
|
|
|
|
|
|
|
|
|
|||
/s/ Patrick D. Campbell
|
|
Director
|
|
February 27, 2018
|
|
Patrick D. Campbell
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Carlos M. Cardoso
|
|
Director
|
|
February 27, 2018
|
|
Carlos M. Cardoso
|
|
|
|
|
|
|
|
|
|||
/s/ Robert B. Coutts
|
|
Director
|
|
February 27, 2018
|
|
Robert B. Coutts
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Debra A. Crew
|
|
Director
|
|
February 27, 2018
|
|
Debra A. Crew
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael D. Hankin
|
|
Director
|
|
February 27, 2018
|
|
Michael D. Hankin
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Marianne M. Parrs
|
|
Director
|
|
February 27, 2018
|
|
Marianne M. Parrs
|
|
|
|
|
|
|
|
|
|
||
/s/ Robert L. Ryan
|
|
Director
|
|
February 27, 2018
|
|
Robert L. Ryan
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James H. Scholefield
|
|
Director
|
|
February 27, 2018
|
|
James H. Scholefield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James M. Loree
|
Date:
|
February 27, 2018
|
James M. Loree
|
|
|
President and Chief Executive Officer
|
|
|
/s/ Donald Allan Jr.
|
Date:
|
February 27, 2018
|
Donald Allan Jr.
|
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ James M. Loree
|
James M. Loree
|
President and Chief Executive Officer
|
February 27, 2018
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Donald Allan Jr.
|
Donald Allan Jr.
|
Executive Vice President and Chief Financial Officer
|
February 27, 2018
|