10-K 0000093556-26-000009 (2026-02-24) vs 10-K 0000093556-25-000007 (2025-02-18)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 10,735 |
20.2% |
| MD&A | Item 7 | 13,492 |
33.6% |
| Legal Proceedings | Item 3 | 1,141 |
18.3% |
| Accounting Policies | 10-K text (note not found) | 0 |
not compared |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 466 words changed in this paragraph; it is 62% similar to last year's version.
Important factors that could cause the Company's actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in its forward-looking statements include, among others, the following: (i) successfully developing, marketing and achieving sales from new products and services and the continued acceptance of current products and services; services as well as successful execution of, and realization of expected benefits from, the Company’s brand prioritization and investment strategy, including potential licensing initiatives and related restructuring efforts, and its ability to estimate and mitigate negative consequences from the same including, but not limited to, reduced ability to generate sales; (ii) macroeconomic factors, including global and regional business conditions, commodity availability and prices, inflation and deflation, interest rate volatility, currency exchange rates, and uncertainties in the global financial markets related to the recent failures of several financial institutions; markets; (iii) laws, regulations and governmental policies affecting the Company's activities in the countries where it does business, business or sources supply inputs, including those related to tariffs, taxation, data privacy, anti-bribery, anti-corruption, government contracts, and trade controls such as section 301 tariffs and section 232 steel and aluminum controls, including but not limited to, tariffs, and import and export controls; controls, raw material and rare earth related controls and other monetary and non-monetary trade regulations or barriers; (iv) the Company’s ability to predict the timing and extent of any trade related regulations, restrictions regulations (or any court rulings in response thereto), clearances, restrictions, including but not limited to, trade barriers, tariffs, raw material and tariffs rare earth related controls, as well as its ability to successfully assess the impact to its business of, and mitigate or respond to to, such macroeconomic or trade trade, tariff and tariff raw material and rare earth import/export control changes or policies; policies (including, but not limited to, the Company’s ability to predict and respond to court rulings in response thereto, or to obtain price increases from its customers and complete effective supply chain adjustments within anticipated time frames and ability to obtain rare earth related supply clearances); (v) the economic, political, cultural and legal environment in Europe the U.S., Europe, and the emerging markets in which the Company generates sales, particularly Latin America and China; (vi) realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures; divestitures and the costs associated with such transactions; (vii) pricing pressure and other changes within competitive markets; (viii) availability and price of raw materials, rare earth materials, component parts, freight, energy, labor and sourced finished goods; (ix) the impact that the tightened credit markets may have on the Company or its customers or suppliers; (x) the extent to which the Company has to write off accounts receivable, inventory or other assets or experiences supply chain disruptions in connection with bankruptcy filings by customers or suppliers; (xi) the Company's ability to identify and effectively execute productivity improvements and cost reductions; reductions, including complexity reduction through platforming products and SKU reduction initiatives, and other manufacturing and administrative reorganization actions; (xii) potential business, supply chain and distribution disruptions, including those related to physical security threats, information technology or cyber-attacks, epidemics, natural disasters or pandemics, sanctions, political unrest, war or terrorism, including the conflicts between Russia and Ukraine, and Israel and Hamas and tensions or conflicts in South Korea, China, Taiwan and the Middle East; (xiii) the continued consolidation of customers, particularly in consumer channels, and the Company’s continued reliance on significant customers; (xiv) managing franchisee relationships; (xv) the impact of poor weather conditions and climate change and risks related to the transition to a lower-carbon economy, such as the Company's ability to successfully adopt new technology, meet market-driven demands for carbon neutral and renewable energy technology, or to comply with changes in environmental regulations or requirements, which may be more stringent and complex, impacting its manufacturing facilities and business operations as well as remediation plans and costs relating to any of its current or former locations or other sites; (xvi) maintaining or improving production rates in the Company's manufacturing facilities, responding to significant changes in customer preferences or expectations, product demand and fulfilling demand for new and existing products, and learning, adapting and integrating new technologies into products, services and processes; (xvii) changes in the competitive landscape in the Company's markets; (xviii) the Company's non-U.S. operations, including sales to non-U.S. customers; (xix) the impact from demand changes within world-wide markets associated with construction and housing, general industrial, automotive, aerospace, outdoor and other markets which the Company serves; (xx) potential adverse developments in new or pending litigation and/or government investigations; (xxi) the incurrence of debt and changes in the Company's ability to obtain debt on commercially reasonable terms and at competitive rates; (xxii) substantial pension and other postretirement benefit obligations; (xxiii) potential regulatory liabilities, including environmental, privacy, data breach, workers compensation and product liabilities; (xxiv) attracting, developing and retaining senior management and other key employees, managing a workforce in many jurisdictions, labor shortages, work stoppages or other labor disruptions; (xxv) the Company's ability to keep abreast with the pace of
Source: Item 7, 10-K 0000093556-26-000009 vs Item 7, 10-K 0000093556-25-000007
Risk Factors 251 words changed in this paragraph; it is 48% similar to last year's version.
Changes in governmental policy regarding international trade, including import and export regulation, sanctions, and international trade agreements, have negatively impacted the Company’s business. In 2025, the U.S. government announced a series of tariffs on imported goods into the U.S., which prompted retaliatory actions from some of its trading partners, and in response, the Company introduced strategies to mitigate the impacts of these changes on its results of operations, including price increases and supply chain adjustments. However, there is no assurance that the Company will be able to mitigate the full impact of all such tariffs, retaliatory actions or other changes in trade policies that have or may develop. Similar U.S. actions involving China, Mexico or other countries, and any corresponding retaliatory efforts, could be adopted or modified with little or no advanced notice, and result in disruption to the Company's supply chain and an increase in supply chain costs that the Company may not be able to accurately assess and offset, which could in turn require the Company to increase its prices and, in the event customer demand declines as a result, adversely impact the Company’s results of operations. Moreover, decisions made as part of the Company’s tariff mitigation strategy concerning the rationalization, restructuring or relocation of facilities, production or component sources and any similar actions could also subject the Company to additional or new tariffs or trade regulations and interpretations of those regulations, reputational risks, and other issues relating to the importation of products. For example, in 2018 2025 the U.S. imposed Company began shifting production of certain power tools to Mexico. As a result, these products became subject to additional tariffs on steel and aluminum as well as on goods imported imports from China and certain other countries, which resulted Mexico in retaliatory tariffs by China and other countries. Diplomatic and trade tensions between 2025. Even though the U.S. and China remain high. Existing tariffs remain in effect and Company is taking actions to qualify for an exemption under the United States-Mexico-Canada Agreement to mitigate the additional tariff costs, there is a possibility of further escalation of trade tensions or additional trade restrictions. no guarantee that the Company will be able to obtain such qualification.
Source: Item 1A, 10-K 0000093556-26-000009 vs Item 1A, 10-K 0000093556-25-000007
Legal Proceedings 218 words changed in this paragraph; it is 67% similar to last year's version.
As previously disclosed, on March 24, 2023, a putative class action lawsuit titled Naresh Vissa Rammohan v. Stanley Black & Decker, Inc., et al., Case No. 3:23-cv-00369-KAD (the “Rammohan Class Action”), was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers and directors. directors (together, “Defendants”). The complaint was filed on behalf of a purported class consisting of all purchasers of Stanley Black & Decker common stock between October 28, 2021 and July 28, 2022, inclusive. The complaint asserts asserted violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on allegedly false and misleading statements related to consumer demand for the Company’s products amid changing COVID-19 trends and macroeconomic conditions. The complaint seeks sought unspecified damages and an award of costs and expenses. On October 13, 2023, Lead Plaintiff General Retirement System of the City of Detroit filed an Amended Complaint that asserts asserted the same claims and seeks the same forms of relief as the original complaint. The Company intends to vigorously defend this action in all respects and on On December 14, 2023, Defendants filed a motion to dismiss the Amended Complaint in its entirety. Briefing on that motion concluded on April 5, 2024, 2024. Following the recent decision of the United States Court of Appeals for the Second Circuit in City of Hialeah Employees’ Retirement System v. Peloton Interactive, Inc., No. 24-2803 (2d Cir. 2025), Lead Plaintiff informed Defendants that it wished to further amend its complaint. Pursuant to a stipulation between the parties, so ordered by the District Court on September 30, 2025, Lead Plaintiff provided Defendants with a proposed second amended complaint on October 30, 2025, and Defendants consented to its filing. Lead Plaintiff subsequently filed its Second Amended Complaint on November 14, 2025, asserting the same claims on behalf of the same putative class and seeking the same forms of relief as the prior complaints. Defendants filed a renewed motion to dismiss on December 18, 2025. Lead Plaintiff filed its opposition to Defendants’ renewed motion to dismiss on January 29, 2026, and Defendants filed a reply in support of their renewed motion to dismiss on February 19, 2026. The Company awaits a decision on that motion. intends to vigorously defend this action in all respects. Given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.
Source: Item 3, 10-K 0000093556-26-000009 vs Item 3, 10-K 0000093556-25-000007
Every change, by type
Sentences and paragraphs of SWK's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-18.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
There is a possibility of further escalation of trade tensions, tariffs or additional trade restrictions. For example, in April 2025, China imposed export restrictions on certain rare earth minerals that are used in certain components of the Company’s products, which resulted in delays and shortages of certain components. If China were to further restrict exporting, or implement burdensome and lengthy licensing processes for the export of, these materials or components, or pressure other countries to do so, the Company’s and its suppliers' ability to obtain such materials or components may be disrupted and the Company may not be able to obtain sufficient quantities, or obtain supply in a timely manner, or at a commercially reasonable cost.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
The Company’s competitive advantage is due in part to its ability to develop and introduce new products in a timely manner at favorable margins. The uncertainties associated with developing and introducing new products, such as market demand, the
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
The Company may be unaware of intellectual property rights of others that may cover some of its technology, brands, or products. Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of the Company’s management and key personnel from its business operations. Allegations of intellectual property infringement may also require the Company to enter into costly license agreements or necessitate redesigns of its products at substantial cost. The Company also may be subject to significant damages or injunctions against development and sale of certain products.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
The use of artificial intelligence in the Company’s business operations, products and services could expose it to legal and compliance risks as well as brand or reputational harm and competitive harm, any of which may adversely affect its results of operations.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
The Company’s businesses increasingly leverage artificial intelligence solutions to optimize their operations, improve customer experiences, and enhance their products and services. While the Company believes the use of artificial intelligence can offer significant benefits and opportunities, it also introduces a range of risks and challenges and there can be no assurances that the use of such technology will result in improved operational efficiencies, cost reductions or other anticipated benefits.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
The regulatory landscape surrounding artificial intelligence is rapidly evolving and the Company’s use of artificial intelligence may be subject to new legal or regulatory requirements, which may impose prohibitions or additional compliance burdens on the Company. For example, the Company’s artificial intelligence efforts may subject it to heightened compliance and legal as well as other risks related to technology integration, accuracy, program bias, data sourcing, intellectual property infringement or misappropriation, data privacy, and cybersecurity, among others. Moreover, the Company may experience brand or reputational harm if it fails to appropriately manage its use of artificial intelligence in compliance with applicable laws and regulations or successfully execute on strategies leveraging artificial intelligence.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
Additionally, the Company’s competitors or other third parties may incorporate artificial intelligence into their products, services or operations more quickly, cost-effectively or successfully than the Company, or develop superior products and services with the aid of artificial intelligence, which could impair the Company’s ability to compete effectively and adversely affect its results of operations.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
accruals. Changes in tax laws, regulations, or interpretations and applications of such laws and regulations, including the implementation of global minimum tax rules by the various taxing jurisdictions applicable to multi-national corporations, could have a material impact on the Company’s worldwide income tax provision, cash tax liability, and effective tax rate.
Read it in 10-K 2026-02-24 at sec.gov ↗
RemovedRisk Factors
impact its production costs, customer demand and relationships with customers and suppliers. Any of these consequences could have a material adverse effect on the Company’s results of operations, financial condition and cash flows.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
•increased volatility and market vulnerability because of a more focused portfolio following completion of divestitures and investment transactions; and
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
The Company’s results of operations could be negatively impacted by inflationary or deflationary economic conditions which could affect the ability to obtain raw materials, component parts, freight, energy, labor and sourced finished goods in a timely and cost-effective manner, as well as lead to changes in interest rate environments which impact its cost of funds, the general strength of the economy and demand for its products in the market.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
The Company’s products are manufactured using both ferrous and non-ferrous metals including, but not limited to, steel, zinc, copper, brass, aluminum, and nickel. Additionally, the Company uses other commodity-based materials for components and packaging including, but not limited to, plastics, resins, wood and corrugated products. The Company’s cost base also reflects significant elements for freight, energy and labor. The Company also sources certain finished goods directly from vendors. If the Company is unable to mitigate inflationary increases through various customer pricing actions and cost reduction initiatives, its profitability may be adversely affected.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
Conversely, in the event there is deflation, the Company may experience pressure from its customers to reduce prices, and there can be no assurance that the Company would be able to reduce its cost base (through negotiations with suppliers or other measures) to offset any such price concessions which could adversely impact results of operations and cash flows.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
provider training, organizational investments, incident response plans, tabletop exercises, technical defenses and defensive product software designs. The cost and operational consequences of implementing, maintaining and enhancing these measures could increase significantly to overcome increasingly intense, complex, and sophisticated cybersecurity threats.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
jurisdictions could adversely affect the Company’s operations due to increased costs of compliance and potential liability for non-compliance.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
The Company’s sales to government customers exposes it to business volatility and risks, including government budgeting cycles and appropriations, procurement regulations, governmental policy shifts, early termination of contracts, audits, investigations, sanctions and penalties.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
The Company derives a portion of its revenues from contracts with the U.S. government, state and local governments and foreign governments. Government contractors must comply with specific procurement regulations and other requirements. These requirements, although customary in government contracts, could impact the Company’s performance and compliance costs, including limiting or delaying the Company’s ability to share information with its business partners, customers and investors, which may negatively impact the Company’s business and reputation.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
The U.S. government may demand contract terms that are less favorable than standard arrangements with private sector customers and may have statutory, contractual or other legal rights to terminate contracts with the Company. For example, the U.S. government may have contract clauses that permit it to terminate any of the Company’s government contracts and subcontracts at its convenience, and procurement regulations permit termination for default based on the Company’s performance. In addition, changes in U.S. government budgetary priorities could lead to changes in the procurement environment, affecting availability of government contracting or funding opportunities. Changes in government procurement policy, priorities, regulations, technology initiatives and requirements, and/or contract award criteria may negatively impact the Company’s potential for growth in the government sector. Changes in government cybersecurity and system requirements could negatively impact the Company’s eligibility for the award of future contracts, negatively impacting the Company’s business and reputation.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedRisk Factors
Government contracts laws and regulations impose certain risks, and government contracts are generally subject to audits, investigations and approval of policies, procedures and internal controls for compliance with procurement regulations and applicable law. If violations of law are found, they could result in civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business. Each of these factors could negatively impact the Company’s business, results of operations, financial condition, and reputation.
Read it in 10-K 2025-02-18 at sec.gov ↗
RewordedRisk Factors
For purposes of calculating the Company’s compliance with the interest coverage ratio, as defined in each credit agreement, the Company is permitted to increase EBITDA to allow for additional applicable adjustment addbacks addbacks, as defined in the 364-day credit agreement, incurred prior to the end of the Company’s second in any four consecutive fiscal quarter of 2025, periods, provided that (A) the sum of the applicable adjustment addbacks incurred through and including on or before the Company’s second fiscal quarter of 2024 may not exceed $500 million in the aggregate, and (B) the sum of the applicable adjustment addbacks incurred from the Company’s third fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025 2026 may not exceed $250 million in the aggregate; provided, further, that the sum of the applicable adjustment addbacks for any four consecutive fiscal quarter period may not exceed $500 million in the aggregate.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
In addition, efforts to withdraw from, or substantially modify, such agreements or arrangements, in addition to the implementation China’s limitations on exports of more restrictive trade policies, such as more detailed inspections, import or export licensing requirements rare earth minerals) and exchange controls or new barriers to entry, could limit the Company’s ability to capitalize on current and future growth opportunities in international markets, impair its ability to expand the business by offering new products, and could adversely impact its production costs, customer demand and relationships with customers and suppliers.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
While the Company may be able to expand or shift sourcing options, options and has been focused, and continues to focus, on implementing other supply chain adjustments, such efforts are time consuming time-consuming and would be are, or could be, difficult or impracticable for many products and may result in an increase in its manufacturing costs. costs, or otherwise materially and adversely impact the Company's results of operations, cash flow and financial condition.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
The Company's facilities, supply chains, distribution systems, and information technology systems are subject to catastrophic loss due to natural disasters or other disruptions, including hurricanes and hurricanes, floods, droughts and fires, droughts, water scarcity, and other adverse weather or environmental conditions (each of which may be worsened by climate change), power outages, energy shortages, fires, explosions, terrorism or other geopolitical tensions, equipment failures, sabotage, cybersecurity incidents, any potential effects of climate change and adverse weather conditions, labor disputes, disputes or shortages, critical supply failure, inaccurate downtime forecast, political disruption, public health crises, like a regional or global pandemic such as COVID-19, and other reasons, which has have and could again result in undesirable consequences, including financial losses and damaged relationships with customers.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
In addition, efforts to withdraw from, or substantially modify, such agreements or arrangements, in addition to the implementation of more restrictive trade policies, such as more detailed inspections, import or export licensing requirements and exchange controls or new barriers to entry, could limit the Company’s ability to capitalize on current and future growth opportunities in international markets, impair its ability to expand the business by offering new products, and could adversely (e.g.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
The Company has undertaken restructuring and cost-reduction actions, such as restructuring of manufacturing and distribution facilities, including relocating production or component sources or closing facilities, workforce reductions and centralization of certain business support functions, the savings of which may be be, and have been, mitigated by many factors, including economic weakness, inflation, competitive pressures, higher labor costs costs, production volume decline and decisions to increase costs in areas such as sales promotion or research and development above levels that were otherwise assumed.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
The Company must maintain, for each period of four consecutive fiscal quarters of the Company, an interest coverage ratio of not less than 3.50 to 1.00, provided that the Company is only required to maintain an interest coverage ratio of not less than (i) 1.50 2.50 to 1.00 for any four fiscal quarter period ending on or before the end of the Company’s second fiscal quarter of 2024, and (ii) 2.50 to 1.00 for any four fiscal quarter period ending after the Company’s second fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025. 2026.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Failure to achieve, or delays in achieving, projected levels of efficiencies and cost savings from this transformation productivity investments and footprint actions, as well as other restructuring or cost reduction actions introduced by the Company, significant increases in the costs related to such actions, or unanticipated inefficiencies resulting from this transformation such investments (such as delays in ability to fulfil orders as a result of temporary constraints on production and storage of products) and other manufacturing and administrative reorganization actions in progress or contemplated, could adversely affect the any anticipated cost savings as well as the Company’s reputation and financial position.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
If The disclosures below are provided by way of example only and are not representations as to whether or not the risks or uncertainties have occurred in the past, but are provided because if any of the risks or uncertainties actually occur or develop, the Company’s business, financial condition, results of operations and future growth prospects could change.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
The loss or material reduction of business, the lack of success of sales initiatives, or changes in customer business strategies or end-user preferences or loyalties for the Company’s products, related Company's inability to any such significant customer could have a material adverse impact on the Company’s results of operations and cash flows. support those
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
In mid-2022, the Company initiated a supply chain transformation Global Cost Reduction Program designed to achieve significant pre-tax run rate cost savings to, in part, help return adjusted gross margins to historical 35%+ levels by improving fill rates and better matching inventory with customer demand. levels.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
A consolidation of retailers in both North America and abroad has occurred over time and the increasing size and importance of individual customers creates risk of exposure to potential volume loss or reduced leverage in price negotiations, which could have an adverse effect on net sales and profitability.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
The Company is guided by its mission to build a world-class branded industrial company, by solving end users’ most pressing and complex challenges. The strategy to achieve this mission is anchored by three core imperatives: activating our brands with purpose, driving operational excellence, and accelerating innovation.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Activating our brands with purpose is rooted by the Company's brands standing for quality, safety and productivity. The Company is investing resources to continue to deepen connections with end users, with every product, solution and service aligned with their evolving needs.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Driving operational excellence is centered on continuous improvement to deliver stronger results, including more effective resource allocation with higher return on investment. The focus on driving annual net productivity will contribute to continued margin expansion and reinvestment into brand health and innovation.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Accelerating innovation is required to advance and expand the end-to-end workflow solutions that end users demand. The Company's platforming method enables faster speed to market and leverages modularity combined with specialization to deliver uncompromised productivity and value.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
With a strengthened foundation and a more streamlined, focused organization, the Company is positioned to drive performance towards its long-term financial targets. The following targets, which are based on the tariff landscape as of January 2026, are expected to be reflected in the Company's 2028 financial results and assume that the Company's markets are growing by low-single digits and inflation approximates 2% per year.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
In December 2025, the Company announced that it had entered into a definitive agreement to sell its CAM business to Howmet Aerospace for $1.8 billion in cash. The sale is subject to regulatory approvals and other customary closing conditions and is expected to close in the first half of 2026. Cash proceeds, net of tax and fees, are expected to be in the range of $1.525 billion to $1.6 billion, which the Company expects to utilize to reduce debt. For the year ended January 3, 2026, net sales and segment profit for the Engineered Fastening segment included $413.9 million and $31.3 million, respectively, related to the CAM business. See below for further discussion of the Company's business segments and results.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
The program included selling, general, and administrative ("SG&A") cost savings driven by simplifying the corporate structure, optimizing organizational spans and layers and reducing indirect spend as well as a supply chain transformation. The savings related to the supply chain transformation were driven by the following value streams:
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
The cash investment required to achieve the pre-tax run-rate supply chain cost savings was approximately $0.6 billion. Of the total cash investment, approximately 30% related to capital expenditures.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Driving Profitable Growth Through Core Franchises and Brand-Led Commercial Execution
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
The Company’s core franchises operate in markets which the Company believes possess attractive long-term growth characteristics, competitive structures where brand and innovation influence outcomes, and the ability to scale globally while generating strong cash flow. These franchises provide the foundation for sustained value creation through disciplined investment, operational execution, and customer focus.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
•The Tools & Outdoor segment is a global growth platform anchored by leading brands, differentiated innovation, and broad channel reach. The segment offers a comprehensive portfolio of power tools, hand tools, outdoor products, accessories, storage, and digital solutions designed to improve productivity for professional and consumer end users. Global scale, innovation cadence, and brand strength are expected to support competitive positioning across regions and contribute to margin improvement over time. The Company’s priority global brands within the Tools & Outdoor segment include DEWALT®, CRAFTSMAN®, and STANLEY®, supported by a broader portfolio of complementary brands.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
•The Engineered Fastening segment serves end markets with GDP-plus growth profiles. The segment provides highly engineered components and automation systems in the automotive, general industrial and aerospace markets. The business benefits from recurring revenue characteristics, durable customer relationships, and global scale, supporting attractive profitability and cash generation.
Read it in 10-K 2026-02-24 at sec.gov ↗
RemovedMD&A
In recent years, the Company has re-shaped its portfolio to focus on its leading positions in the tools & outdoor and engineered fastening markets. Leveraging the benefits of a more focused portfolio, the Company initiated a business transformation in mid-2022 that includes reinvestment for faster growth as well as a $2.0 billion Global Cost Reduction Program through 2025. The Company’s primary areas of multi-year strategic focus remain unchanged as follows:
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
•Advancing innovation, electrification and global market penetration to achieve mid-single digit organic revenue growth (2 to 3 times the market);
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
•Streamlining and simplifying the organization, and investing in initiatives that more directly impact the Company's customers and end users;
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
•Returning adjusted gross margins to historical 35%+ levels by accelerating the operations and supply chain transformation to improve fill rates and better match inventory with customer demand; and
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
The Company's business transformation is intended to drive strong financial performance over the long term (beyond 2027), including:
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
During the first quarter of 2022, the Company repurchased 12,645,371 shares of its common stock for approximately $2.3 billion through a combination of an accelerated share repurchase ("ASR"), which provided for an initial delivery of 85% of the total notional share equivalent at execution, or 10,756,770 shares, and open market share repurchases for a total of 1,888,601 shares. The final delivery of the remaining shares under the ASR totaled 3,211,317 and was completed during the second quarter of 2022.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
On August 19, 2022, the Company sold its Oil & Gas business comprised of the pipeline services and equipment businesses to Pipeline Technique Limited. On July 22, 2022, the Company sold its Convergent Security Solutions ("CSS") business comprised of the commercial electronic security and healthcare businesses to Securitas AB for net proceeds of $3.1 billion. On July 5, 2022, the Company sold its Mechanical Access Solutions ("MAS") business comprised of the automatic doors business to Allegion plc for net proceeds of $916.0 million. Proceeds from the sale of these businesses were used to repay borrowings made in the first quarter of 2022 to fund the Company's share repurchase program previously discussed. The use of proceeds to support a share repurchase program is consistent with the Company's long-term capital allocation strategy.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
The SG&A cost savings were generated by simplifying the corporate structure, optimizing organizational spans and layers and reducing indirect spend. These savings will help fund $300 million to $500 million of innovation and commercial investments through 2025 designed to accelerate organic growth.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
The $1.5 billion of pre-tax run-rate cost savings from the supply chain transformation has been, and continues to be, driven by the following value streams:
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
During 2024 and since inception of the program, the Company has generated approximately $510 million and $1.5 billion, respectively, of pre-tax run-rate savings, driven by lower headcount, indirect spend reductions and the supply chain
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
The cash investment required to achieve the $1.5 billion of pre-tax run-rate supply chain cost savings is expected to approximate $0.7 billion, as the source of the savings has shifted to value streams with lower required investment such as material and operational productivity. Of the total estimated cash investment, approximately 30% is expected to be capital expenditures. Through 2024, the Company has made approximately $0.5 billion of total cash investments. The Company intends to continue prioritizing capital expenditures consistent with its existing approach and expects total capital expenditures, inclusive of the supply chain transformation, to approximate 2.5% to 3.0% of net sales annually in 2025 and beyond.
Read it in 10-K 2025-02-18 at sec.gov ↗
RemovedMD&A
Driving Further Profitable Growth by Accelerating A Growth Culture and Fully Leveraging the Company's Core Franchises
Read it in 10-K 2025-02-18 at sec.gov ↗
RewordedMD&A
All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any goals, projections, guidance or planning assumptions or guidance of scenarios regarding earnings, EPS, income, revenue, margins, or margin expansion, costs or and cost savings/reductions, sales, sales growth, profitability organic growth, profitability, cash flow, leverage ratios, debt reduction or other financial items; any statements of the plans, strategies strategies, investments and objectives of management for future operations, including expectations around the Company's ongoing productivity and efficiency goals and future operational strategies following completion of the Company's transformation; future market share gain, shareholder returns, any statements concerning innovation initiatives and proposed new products, services or developments; developments and brand prioritization strategies; any statements regarding future economic conditions or performance; any statements concerning future dividends or share repurchases; any statements relating to initiatives concerning environmental, social and governance matters; any statements of beliefs, plans, intentions or expectations; any statements and assumptions or scenarios regarding possible tariff and tariff impact projections and related mitigation plans (including price actions, supply chain adjustments) and expected timing and benefits related to such plans; any statements concerning the consummation of the CAM sale transaction, the Company’s ability to maximize value for shareholders through active portfolio management and the impact of the transaction to fund debt reduction and support the Company’s capital allocation strategy and any statements of assumptions underlying any of the foregoing.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
(iv) the Company’s ability to predict the timing and extent of any trade related regulations, restrictions regulations (or any court rulings in response thereto), clearances, restrictions, including but not limited to, trade barriers, tariffs, raw material and tariffs rare earth related controls, as well as its ability to successfully assess the impact to its business of, and mitigate or respond to to, such macroeconomic or trade trade, tariff and tariff raw material and rare earth import/export control changes or policies; policies (including, but not limited to, the Company’s ability to predict and respond to court rulings in response thereto, or to obtain price increases from its customers and complete effective supply chain adjustments within anticipated time frames and ability to obtain rare earth related supply clearances);
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
The following table summarizes the Company’s significant contractual and other obligations that impact its liquidity:Payments Due by Period (Millions of Dollars) Total 2025 2026-2027 2028-2029 2026 2027-2028 2029-2030 Thereafter Long-term debt (a) $ 6,152 5,305 $ 501 $ 901 555 $ 1,100 $ 3,650 750 $ 2,900 Interest payments on long-term debt (b) 2,977 228 378 286 2,085 2,742 189 343 243 1,967 Short-term borrowings 606 606 — — — Lease obligations 565 130 196 122 117 552 139 198 119 96 Inventory purchase commitments (c) 713 708 5 493 484 9 — — Deferred compensation 27 29 — 1 — 26 28 Marketing commitments 62 35 27 — 81 41 30 10 — Forward stock purchase contract (d) 350 — 350 — — Pension funding obligations (e) 30 30 29 29 — — — U.S. income tax (f) 110 110 2 2 — — — Supplier agreements (g) 161 101 132 60 72 — — Derivatives (h) 12 12 26 26 — — — Total contractual cash obligations $ 11,159 10,347 $ 1,855 2,131 $ 1,918 2,103 $ 1,508 1,122 $ 5,878 4,991
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
(xv) the impact of poor weather conditions and climate change and risks related to the transition to a lower-carbon economy, such as the Company's ability to successfully adopt new technology, meet market-driven demands for carbon neutral and renewable energy technology, or to comply with changes in environmental regulations or requirements, which may be more stringent and complex, impacting its manufacturing facilities and business operations as well as remediation plans and costs relating to any of its current or former locations or other sites;
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Industrial Engineered Fastening net sales decreased $352.5 $89.3 million, or 15%, 4%, in 2024 2025 compared to 2023, 2024, as a 2% increase in volume, a 1% increase in price was price, and a 1% increase from foreign currency were more than offset by a 13% 5% decrease from the Infrastructure divestiture, a 2% decrease in volume, divestiture and a 1% 3% decrease from foreign currency. a product line transfer to Tools & Outdoor.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
(iii) laws, regulations and governmental policies affecting the Company's activities in the countries where it does business, business or sources supply inputs, including those related to tariffs, taxation, data privacy, anti-bribery, anti-corruption, government contracts, and trade controls such as section 301 tariffs and section 232 steel and aluminum controls, including but not limited to, tariffs, and import and export controls; controls, raw material and rare earth related controls and other monetary and non-monetary trade regulations or barriers;
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Industrial Engineered Fastening net sales decreased 4% compared to 2022 2024 as a 3% 2% increase in price was volume, a 1% increase in price, and a 1% increase from foreign currency were more than offset by a 4% 5% decrease from the Oil & Gas Infrastructure divestiture and a 3% decrease in volume. from a product line transfer to Tools & Outdoor.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
The year-over-year increase in 2024 decrease is primarily driven by an a $142.3 million environmental remediation reserve adjustment relating related to the Centredale site, site and write-downs on certain investments in 2024, as further discussed in Note R, Contingencies, partially offset by well as lower intangible asset amortization due to the divestiture of the Infrastructure business. in 2025.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
The Company's planning assumptions for 2025 2026 are for diluted earnings per share on a GAAP basis to be $4.05 (+/- $0.65), $3.15 to $4.35 and for diluted earnings per share excluding Non-GAAP adjustments to be $5.25 (+/- $0.50), $4.90 to $5.70, which reflects year-over-year growth of 42% and free cash flow to be $750 million (+/- $100 million). 13%, respectively, at the midpoint of each range.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Footprint Rationalization1 $ 19.0 $ 66.3 $ 96.9 $ 25.3 Material Productivity & Operational Excellence2 Excellence 15.3 18.6 69.1 — Inventory step-up charges — — 80.3 Facility-related costs 2.6 1.5 14.8 Voluntary retirement program program2 11.5 — (0.4) 5.7 Other charges (gains) 1.3 (0.2) 1.3 4.8 3.9 Gross Profit $ 50.6 $ 88.8 $ 166.9 $ 127.4 Supply Chain Transformation Costs:
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
This effective tax rate differs from the U.S. statutory tax rate primarily due to tax benefits associated with partial realignment of the Company's legal structure, remeasurement of uncertain tax position reserves, the recognition of previously unrecognized foreign deferred tax assets, state income taxes, positions, and tax credits, partially offset by non-deductible expenses, U.S. tax on foreign earnings, withholding taxes, and losses deferred tax assets for which a tax benefit is not recognized. recognized, U.S. tax on foreign earnings, and non-deductible expenses.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
The Company must maintain, for each period of four consecutive fiscal quarters of the Company, an interest coverage ratio of not less than 3.50 to 1.00, provided that the Company is only required to maintain an interest coverage ratio of not less than (i) 1.50 2.50 to 1.00 for any four fiscal quarter period ending on or before the end of the Company’s second fiscal quarter of 2024, and (ii) 2.50 to 1.00 for any four fiscal quarter period ending after the Company’s second fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025. 2026.
Read it in 10-K 2026-02-24 at sec.gov ↗
Quiet changesMD&A
The Outdoor product line primarily sells corded and cordless electric lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, pressure washers and related accessories, and gas powered lawn and garden products, including lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, hand-held outdoor power equipment, garden tools, and parts and accessories to professionals and consumers primarily under the DEWALT®, CRAFTSMAN®, CUB CADET®, BLACK+DECKER®, and HUSTLER® brand names.
Read it in 10-K 2026-02-24 at sec.gov ↗
Quiet changesMD&A
Based on the results of the Company’s annual impairment testing, it was determined that the fair value of each of its reporting units was substantially in excess of its carrying amount.
Read it in 10-K 2026-02-24 at sec.gov ↗
