SWK 10-K Annual Report Dec. 28, 2019 | Alphaminr
STANLEY BLACK & DECKER, INC.
ALPHAMINR

SWK 10-K Fiscal year ended Dec. 28, 2019

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STANLEY BLACK & DECKER, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate Governance Of The RegistrantItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement ScheduleItem 15(a) (1) and (2)Item 16. Form 10-k Summary

Exhibits

3.1 (a) Restated Certificate of Incorporation dated September15, 1998 (incorporated by reference to Exhibit 3(i) to the Companys Quarterly Report on Form 10-Q filed on May13, 2010). (b) Certificate of Amendment to the Restated Certificate of Incorporation dated December 21, 2009 (incorporated by reference to Exhibit 3(ii) to the Companys Quarterly Report on Form 10-Q filed on May 13, 2010). (c) Certificate of Amendment to the Restated Certificate of Incorporation dated March 12, 2010 (incorporated by reference to Exhibit 3(iii) to the Companys Quarterly Report on Form 10-Q filed on May 13, 2010). (d) Certificate of Amendment to the Restated Certificate of Incorporation dated November 5, 2010 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on November 9, 2010). (e) Certificate of Amendment to the Restated Certificate of Incorporation dated April 17, 2012 (incorporated by reference to Exhibit 3(i) to the Companys Quarterly Report on Form 10-Q filed on May 2, 2012). (f) Certificate of Amendment to the Restated Certificate of Incorporation dated May 17, 2017 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on May 17, 2017). (g) Certificate of Amendment to the Restated Certificate of Incorporation dated November 13, 2019 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 13, 2019). 3.2 (a) Amended & Restated ByLaws (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed on January 21, 2020). 4.1 (a) Indenture, dated as of June 26, 1998, by and among Black & Decker Holdings Inc., as Issuer, The Black & Decker Corporation, as Guarantor, and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.9 to the Companys Current Report on Form 8-K filed on March 12, 2010). (b) Third Supplemental Indenture dated as of September 3, 2010, to the Indenture dated as of November 1, 2002, among Stanley Black & Decker, Inc., The Black & Decker Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee (incorporated by reference to the Companys Current Report on Form 8-K filed on September 7, 2010). (c) Fourth Supplemental Indenture, dated as of November 22, 2011, among Stanley Black & Decker, Inc., The Black & Decker Corporation, as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.40% Notes due 2021 (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on November 22, 2011). (d) Fifth Supplemental Indenture, dated as of November 6, 2012, among Stanley Black & Decker, Inc., The Black & Decker Corporation, as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 2.90% Notes due 2022 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 6, 2012). (e) Sixth Supplemental Indenture, dated as of November 6, 2018, between the Company and the Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 4.250% Notes due 2028 and the 4.850% Notes due 2048 (incorporated by reference to Exhibit 4.2 to the Companys Form 8-K dated November 6, 2018). (f) Seventh Supplemental Indenture, dated as of March 1, 2019, between the Company and the Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 3.400% Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K dated March 1, 2019). 4.4 Purchase Contract and Pledge Agreement, dated May 17, 2017, among the Company, The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent, and HSBC Bank USA, National Association, as Collateral Agent, Custodial Agent and Securities Intermediary (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed May 17, 2017). 4.5 Form of Corporate Unit (incorporated by reference as part of Exhibit 4.1 of the Companys Current Report on Form 8-K filed May 17, 2017). 4.6 Form of Treasury Unit (incorporated by reference as part of Exhibit 4.1 of the Companys Current Report on Form 8-K filed May 17, 2017). 4.7 Form of Cash Settled Unit (incorporated by reference as part of Exhibit 4.1 of the Companys Current Report on Form 8-K filed May 17, 2017). 4.8 0% Series C Cumulative Perpetual Preferred Stock Certificate (incorporated by reference to Exhibit 4.5 of the Companys Current Report on Form 8-K filed May 17, 2017). 4.9 Purchase Contract and Pledge Agreement, dated November 13, 2019, among the Company, The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent, and HSBC Bank USA, National Association, as Collateral Agent, Custodial Agent and Securities Intermediary (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed November 13, 2019). 4.10 Form of Corporate Unit (incorporated by reference as part of Exhibit 4.1 of the Company's Current Report on Form 8-K filed November 13, 2019). 4.11 Form of Treasury Unit (incorporated by reference as part of Exhibit 4.1 of the Company's Current Report on Form 8-K filed November 13, 2019). 4.12 Form of Cash Settled Unit (incorporated by reference as part of Exhibit 4.1 of the Company's Current Report on Form 8-K filed November 13, 2019). 4.13 0% Series D Cumulative Perpetual Preferred Stock Certificate (incorporated by reference to Exhibit 4.5 of the Company's Current Report on Form 8-K filed November 13, 2019). 4.14 Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10.1 (a) Amended and Restated Five Year Credit Agreement, made as of September 12, 2018 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A. as administrative agent for the Lenders (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on September 14, 2018). (b) 364-Day Credit Agreement, made as of September 11, 2019 among Stanley Black & Decker, Inc., the initial lenders named therein and Citibank, N.A. as administrative agent for the Lenders (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on September 11, 2019). 10.2 (a) Letter Agreement, dated July 21, 2016, between Stanley Black & Decker, Inc. and James M. Loree (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on July 25, 2016).* (b) Second Amended and Restated Change in Control Severance Agreement dated July 21, 2016 between Stanley Black & Decker, Inc. and James M. Loree (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on July 25, 2016). 10.3 Letter Agreement between Stanley Black & Decker, Inc. and John H. Wyatt effective December 22, 2014, as amended February 17, 2016 (incorporated by reference to Exhibit 10.4 to the Companys Annual Report on Form 10-K filed on February 19, 2016).* 10.4 Change in Control Severance Agreement, dated December 4, 2018 between Stanley Black & Decker, Inc. and Jeffery D. Ansell Change in Control Severance Agreement, dated December 4, 2018 between Stanley Black & Decker, Inc. and Jeffery D. Ansell (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the period ended December 29, 2018).* 10.5 Change in Control Severance Agreement, dated December 4, 2018 between Stanley Black & Decker, Inc. and Donald Allan Jr (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the period ended December 29, 2018.* 10.6 Revised Form B of Change in Control Severance Agreement. John H. Wyatt is a Party to a Change In Control Severance Agreement in this Form and Three of the Companys other Executive Officers are parties to a Change in Control Severance Agreement in this Form (incorporated by reference to Exhibit 10.9 to the Companys Annual Report on Form 10-K for the period ended December 29, 2012).* 10.7 Form C of Change in Control Severance Agreement. Ten Executive Officers of the Company are parties to Change in Control Severance Agreements in this Form (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended September 28, 2013).* 10.8 Deferred Compensation Plan for Non-Employee Directors amended and restated as of July 19, 2017 (incorporated by reference to Exhibit 99 to the Companys Registration Statement on Form S-8 filed on August 15, 2017).* 10.9 Deferred Compensation Plan for Participants in Stanleys Management Incentive Plan amended and restated as of December 11, 2007 (incorporated by reference to Exhibit 10(ix) to the Companys Annual Report on Form 10-K for the year ended December 29, 2007).* 10.10 (a) Stanley Black & Decker Supplemental Retirement Account Plan (as in effect, January 1, 2011, except as otherwise provided therein) (incorporated by reference to the Companys Annual Report on Form 10-K for the period ended January1, 2011).* (b) Stanley Black & Decker Supplemental Retirement Plan (effective, January 1, 2011, except as otherwise provided therein) (incorporated by reference to the Companys Annual Report on Form 10-K for the period ended January1, 2011).* 10.11 Stanley Black & Decker, Inc. Supplemental Executive Retirement Program as amended and restated effective October 15, 2015, (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 16, 2015).* 10.12 New 1991 Loan Agreement, dated June 30, 1998, between The Stanley Works, as lender, and Citibank, N.A. as trustee under the trust agreement for the Stanley Account Value Plan, to refinance the 1991 Salaried Employee ESOP Loan and the 1991 Hourly ESOP Loan and their related promissory notes (incorporated by reference to Exhibit 10(ii) to the Companys Quarterly Report on Form 10-Q for the quarter ended July 4, 1998). 10.14 (a) The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference Exhibit 4.7 to the Companys Registration Statement on Form S-8 Reg. No. 333-165454 filed on March 12, 2010).* (b) Form of award letter for restricted stock unit grants to executive officers pursuant to the Companys 2009 Long Term Incentive Plan (as amended March 12, 2010) (incorporated by reference to Exhibit 10(vi)(b) to the Companys Quarterly Report on Form 10-Q filed on May 13, 2010).* (c) Form of stock option certificate for executive officers pursuant to the Companys 2009 Long Term Incentive Plan (as amended March12, 2010) (incorporated by reference to Exhibit 10(vi)(c) to the Companys Quarterly Report on Form 10-Q filed on May13, 2010).* (d) Terms of special one-time award of restricted stock units to John F. Lundgren under his employment agreement and The Stanley Works 2009 Long-Term Incentive Plan (as amended March 12, 2010) (incorporated by reference to Exhibit 10(vi)(d) to the Companys Quarterly Report on Form 10-Q filed on May 13, 2010).* 10.15 (a) The Stanley Black & Decker 2013 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended March 30, 2013).* (b) Form of Award Document for Performance Awards granted to Executive Officers under 2013 Long Term Incentive Plan, updated 2018 (incorporated by reference to Exhibit 10.16(b) to the Company's Annual Report on Form 10-K for the period ended December 30, 2017).* (c) Form of stock option certificate for grants to executive officers pursuant to the Companys 2013 Long Term Incentive Plan (incorporated by reference to Exhibit 10.18(c) to the Companys Annual Report on Form 10-K for the period ended December 28, 2013).* (d) Form of restricted stock unit award certificate for grants of restricted stock units to executive officers pursuant to the Companys 2013 Long Term Incentive Plan (incorporated by reference to Exhibit 10.18(d) to the Companys Annual Report on Form 10-K for the period ended December 28, 2013).* (e) Form of restricted stock unit retention award certificate for grants of restricted stock units to executive officers pursuant to the Companys 2013 Long Term Incentive Plan (incorporated by reference to the Companys Annual Report on Form 10-K for the period ended December 31, 2016).* 10.16 (a) The Stanley Black & Decker 2018 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on July 20, 2018).* (b) Form of stock option certificate for grants to executive officers pursuant to the Companys 2018 Omnibus Award Plan (filed herewith).* (c) Form of restricted stock unit award certificate for grants to executive officers pursuant to the Companys 2018 Omnibus Award Plan (filed herewith).* (d) Form of restricted stock unit retention award certificate for grants to executive officers pursuant to the Companys 2018 Omnibus Award Plan (filed herewith).* (e) Form of Award Document for Performance Award granted to Executive Officers under the 2018 Omnibus Award (incorporated by reference to Exhibit 10.16(e) to the Company's Annual Report on Form 10-K for the period ended December 29, 2018). (f) Form of Award Document granted to Executive Officers under the 2019 Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.16(f) to the Company's Annual Report on Form 10-K for the period ended December 29, 2018). 10.17 The Stanley Black & Decker, Inc. Deferred Compensation Plan Relating to Long-Term Performance Awards (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the period ended December 29, 2018). 10.18 (a) The Stanley Works Restricted Stock Unit Plan for Non-Employee Directors amended and restated as of December 11, 2007 (incorporated by reference to Exhibit 10(xx) to the Companys Annual Report on Form 10-K for the year ended December 29, 2007).* (b) Form of Certificate for RSUs issued pursuant to The Stanley Works Restricted Stock Unit Plan for Non-Employee Directors (incorporated by reference to Exhibit 10(xxv) to the Companys Annual Report on Form 10-K for the year ended January 1, 2005).* 10.19 The Stanley Black & Decker, Inc. 2020 Restricted Stock Unit Deferral Plan For Non-Employee Directors (filed herewith).* 10.20 The Stanley Black & Decker, Inc. 2017 Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended April 1, 2017).* 10.21 Special Severance Policy for Management Incentive Compensation Plan Participants Levels 1-5 as amended effective October 17, 2008 (incorporated by reference to Exhibit 10(xxi) to the Companys Annual Report on Form 10-K for the period ended January 3, 2009).* 10.22 Global Omnibus Employee Stock Purchase Plan approved by shareholders of the Company on April 17, 2019 (incorporated by reference to Exhibit 99.1(a) to the Companys Registration Statement on Form S-8 filed on November 13, 2019).* 10.23 The Black & Decker 2003 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.7 to the Companys Current Report on Form 8-K filed on March 12, 2010).* 10.24 Form of Nonqualified Stock Option Agreement relating to The Black & Decker Corporations stock option plans (incorporated by reference to Exhibit 10(xix) to the Companys Quarterly Report on Form 10-Q filed on May 13, 2010).* 10.25 (a) The Black & Decker Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10(xx) to the Companys Quarterly Report on Form 10-Q filed on May 13, 2010).* (b) First Amendment to The Black & Decker Supplemental Pension Plan (incorporated by reference to Exhibit 10(xxi) to the Companys Quarterly Report on Form 10-Q filed on May 13, 2010).* 10.26 The Black & Decker Supplemental Executive Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10(xxii) to the Companys Quarterly Report on Form 10-Q filed on May 13, 2010).* 10.27 Employment Offer Letter, dated June 12, 2017, between Stanley Black & Decker, Inc. and Janet M. Link (incorporated by reference to Exhibit 10.25 to the Companys Annual Report on Form 10-K for the period ended December 30, 2017).* 10.28 Change in Control Severance Agreement, dated December 19, 2017, between Stanley Black & Decker, Inc. and Janet M. Link (incorporated by reference to Exhibit 10.26 to the Companys Annual Report on Form 10-K for the period ended December 30, 2017).* 10.29 Employment Offer Letter, date April 1, 2019, between Stanley Black & Decker, Inc. and Robert Blackburn (filed herewith).* 21 Subsidiaries of Registrant. 23 Consent of Independent Registered Public Accounting Firm. 24 Power of Attorney. 31.1 (a) Certification by Chief Executive Officer pursuant to Rule 13a-14(a). 31.1 (b) Certification by Chief Financial Officer pursuant to Rule 13a-14(a). 32.1 Certification by Chief Executive Officer pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification by Chief Financial Officer pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.