Stanley Black & Decker(SWK) - 2023 Q4 - Annual Report

Part I Business Stanley Black & Decker, a global provider of tools and fastening solutions, is undergoing a business transformation to simplify its portfolio, drive growth, and restore gross margins, with 2023 revenues of $15.8 billion from its Tools & Outdoor and Industrial segments - The company is a global provider of hand tools, power tools, outdoor products, and engineered fastening solutions, with 2023 consolidated annual revenues of $15.8 billion[12] - A business transformation was initiated in mid-2022, which includes a $2.0 billion Global Cost Reduction Program through 2025, aimed at returning adjusted gross margins to historical levels of 35%+[14][16] - The company has reshaped its portfolio through divestitures of its Convergent Security Solutions (CSS), Mechanical Access Solutions (MAS), and Oil & Gas businesses in 2022, and has a pending agreement to sell its Infrastructure business. This is part of a strategic commitment to focus on its core markets[13] Geographic Revenue Distribution (2023) | Region | Percentage of Revenue | | :--- | :--- | | United States | 62% | | Europe | 16% | | Emerging Markets | 12% | | Canada | 5% | Description of the Business The company operates in two segments: Tools & Outdoor, which generated $13.4 billion (85%) of 2023 revenue, and Industrial, contributing $2.4 billion (15%), encompassing Engineered Fastening and Infrastructure businesses 2023 Revenue by Business Segment | Segment | 2023 Revenue (Billion USD) | Percentage of Total Revenue | | :--- | :--- | :--- | | Tools & Outdoor | $13.4 | 85% | | Industrial | $2.4 | 15% | - The Tools & Outdoor segment is a worldwide leader, featuring brands such as DEWALT®, CRAFTSMAN®, STANLEY®, BLACK+DECKER®, and CUB CADET®[21] - The Industrial segment's Engineered Fastening business is a global leader in highly engineered, application-based solutions for industries like automotive, manufacturing, and aerospace[27] Other Information The company faces intense competition, relies on major customers like Lowe's and Home Depot (27% of 2023 sales), improved working capital with 4.2 inventory turns, manages a global supply chain, holds patents, and maintains $124.5 million in environmental remediation reserves - Lowe's and The Home Depot are major customers, accounting for approximately 14% and 13% of consolidated net sales in 2023, respectively[31] - Working capital turns improved to 4.2 at the end of 2023, up from 3.5 in 2022, driven by inventory optimization efforts that reduced inventory by $1.9 billion from its peak in Q2 2022[32] - As of December 30, 2023, the company had reserves of $124.5 million for environmental remediation activities, with a reasonably possible range of costs from $79.9 million to $226.8 million[37] Human Capital Management As of December 30, 2023, Stanley Black & Decker employed approximately 50,500 people globally, with a human capital strategy focused on talent, DEI, and well-being, evidenced by diverse new hires and board composition, and supported by Employee Resource Groups and governance oversight - The company had approximately 50,500 employees in 59 countries as of December 30, 2023, with 36% located in the U.S[42] Board of Directors and CEO Staff Diversity (2023 vs 2022) | Group | Metric | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Board of Directors | Women | 45% | 33% | | | Racially/Ethnically Diverse | 18% | 17% | | CEO & Direct Staff | Women Leaders | 25% | 42% | | | Racially/Ethnically Diverse Leaders | 25% | 25% | - The company has nine Employee Resource Groups (ERGs) to support various dimensions of diversity, including Abilities, African Ancestry, Asian Heritage, and Pride & Allies[52] - Governance and oversight of human capital strategy are led by the CEO and the management Executive Committee, with regular reviews by the Board and its Compensation & Talent Development Committee[58] Risk Factors The company faces diverse risks including strategic (talent, M&A), operational (supply chain, customer reliance, competition), economic (inflation, currency, geopolitics), financial (indebtedness, impairment), and legal/compliance (cybersecurity, privacy, environmental, product liability) - Strategic Risk: The inability to recruit, retain, and develop key employees and execute effective succession planning could negatively affect business results[65] - Operational Risk: The business is subject to risks from sourcing and manufacturing, including global supply chain constraints, reliance on imports, and maintaining appropriate inventory levels. The two largest customers comprised approximately 27% of 2023 consolidated net sales[70][78] - Financial Risk: The company has significant indebtedness ($7.3 billion as of Dec 30, 2023) with covenants that must be maintained. It also has substantial goodwill ($8.0 billion) and intangible assets that are subject to impairment risk[101][110] - Legal & Compliance Risk: Cybersecurity incidents, evolving data privacy laws (e.g., GDPR), complex global tax regulations, and climate change legislation pose significant risks. The company is also exposed to product liability claims and environmental remediation costs[117][121][124][125] Unresolved Staff Comments The company reports that it has no unresolved staff comments from the SEC - None[138] Cybersecurity The company maintains a comprehensive cybersecurity program, overseen by the Audit Committee and led by the CIO and CISO, integrating risk management, incident response, training, and third-party risk management, with no material impact to date - Primary oversight for cybersecurity is delegated to the Audit Committee of the Board of Directors, which receives regular updates from the CIO and CISO[140][141] - The company's CISO, with over 20 years of experience, leads the Cyber Security Office and is responsible for the cybersecurity risk management program, reporting to the CIO[143][144] - A Cybersecurity Incident Response Plan (IRP), leveraging NIST guidance, is in place to coordinate the investigation, containment, and mitigation of incidents[146] - The company states that risks from cybersecurity threats have not materially affected the company to date, and it does not believe such risks are reasonably likely to have a material effect in the long term[149] Properties As of December 30, 2023, the company operates 121 significant facilities (over 100,000 sq. ft.) totaling approximately 36 million square feet across 21 states and 22 countries, which are in good condition and adequate for operations Number of Significant Facilities (>100,000 sq. ft.) by Segment | Segment | Owned | Leased | Total | | :--- | :--- | :--- | :--- | | Tools & Outdoor | 49 | 46 | 95 | | Industrial | 15 | 8 | 23 | | Corporate | 2 | 1 | 3 | | Total | 66 | 55 | 121 | - The combined size of these 121 significant facilities is approximately 36 million square feet[151] Legal Proceedings The company faces significant legal matters including a potential $32 million CPSC civil penalty for recall reporting, ongoing FCPA investigations by the DOJ and SEC, and a class action lawsuit with derivative actions alleging misleading statements about consumer demand - Government Investigations: The Consumer Product Safety Commission (CPSC) has recommended a civil penalty of approximately $32 million for alleged untimely reporting related to product recalls[152] - FCPA Matters: The company voluntarily disclosed potential FCPA compliance issues in its international operations to the DOJ and SEC in January 2023 and is cooperating with their investigations[153] - Class Action Litigation: A class action lawsuit (Rammohan v. Stanley Black & Decker) was filed, alleging misleading statements regarding consumer demand. The company filed a motion to dismiss the complaint[156] - Derivative Actions: Several derivative complaints have been filed based on the same allegations as the Rammohan class action, and these have been stayed pending the outcome of the motion to dismiss in that case[157][158] Mine Safety Disclosures This item is not applicable to the company - Not applicable[161] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock (SWK) trades on the NYSE, with a 56th consecutive annual dividend increase in 2023, but its five-year total shareholder return lagged market indices, and no shares were repurchased in Q4 2023, with 20 million shares remaining authorized - The company's common stock (SWK) is listed on the New York Stock Exchange[164] - In July 2023, the company raised its quarterly dividend, marking the 56th consecutive annual increase[164] - No common shares were repurchased during the fourth quarter of 2023. A share repurchase program for up to 20 million shares, approved in April 2022, remains in place with no expiration date[165][166] 5-Year Cumulative Total Return Comparison | Group | 2018 | 2023 | | :--- | :--- | :--- | | Stanley Black & Decker | $100.00 | $93.18 | | S&P 500 Index | $100.00 | $208.83 | | S&P 500 Capital Goods Index | $100.00 | $199.85 | Management's Discussion and Analysis of Financial Condition and Results of Operations In 2023, Stanley Black & Decker's net sales decreased 7% to $15.8 billion, resulting in a $281.7 million net loss, while operating cash flow significantly improved to $1.2 billion due to inventory reduction, with 2024 projections for diluted EPS of $1.60-$2.85 and free cash flow of $0.6-$0.8 billion Consolidated Financial Highlights (2023 vs 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Sales | $15.78B | $16.95B | | Gross Profit | $3.93B | $4.28B | | Gross Margin (GAAP) | 24.9% | 25.3% | | Net (Loss) Earnings from Continuing Operations | ($281.7M) | $170.1M | | Diluted (Loss) EPS from Continuing Operations | ($1.88) | $1.06 | - The company is executing a $2.0 billion Global Cost Reduction Program through 2025 to simplify the organization and optimize the supply chain, targeting 35%+ adjusted gross margins[184] - Free cash flow was an inflow of $853 million in 2023, a significant turnaround from an outflow of $1.99 billion in 2022, driven by a $1.12 billion reduction in inventory[250][252] - The 2024 outlook projects diluted EPS to be between $1.60 and $2.85 on a GAAP basis, and free cash flow to be between $0.6 billion and $0.8 billion[248] Results of Operations In 2023, consolidated net sales decreased 7% to $15.8 billion due to volume decline, with GAAP gross margin at 24.9%; Tools & Outdoor sales fell 7% to $13.4 billion with a 5.1% profit margin, while Industrial sales decreased 4% to $2.4 billion but improved profit margin to 11.0% Net Sales Change (2023 vs 2022) | Component | Percentage Change | | :--- | :--- | | Price | +1% | | Volume | -7% | | Divestiture (Oil & Gas) | -1% | | Total Net Sales | -7% | Segment Performance (2023 vs 2022) | Segment | Net Sales (2023) | % Change from 2022 | Segment Profit % (2023) | Segment Profit % (2022) | | :--- | :--- | :--- | :--- | :--- | | Tools & Outdoor | $13.4B | -7% | 5.1% | 6.7% | | Industrial | $2.4B | -4% | 11.0% | 9.4% | - The Tools & Outdoor segment decline was attributed to lower consumer outdoor and DIY market demand[234] - The Industrial segment's performance was supported by a 6% organic revenue increase in Engineered Fastening, with double-digit growth in aerospace and automotive[238] Financial Condition, Liquidity, and Capital Resources The company's liquidity improved in 2023 with $1.19 billion operating cash flow (vs. $1.46 billion outflow in 2022) driven by $1.12 billion inventory reduction, while total indebtedness stood at $7.3 billion and credit ratings were downgraded but remained investment grade Cash Flow Summary (in Billions) | Cash Flow | 2023 | 2022 | | :--- | :--- | :--- | | From Operating Activities | $1.19 | ($1.46) | | From Investing Activities | ($0.33) | $3.57 | | From Financing Activities | ($0.82) | ($1.97) | - As of December 30, 2023, total debt was $7.3 billion, consisting of $6.2 billion in long-term debt and $1.1 billion in commercial paper borrowings[101] - The company maintains a $2.5 billion five-year credit facility and a $1.5 billion 364-day credit agreement, which serve as liquidity backstops for its commercial paper program. No amounts were drawn on these facilities at year-end[265][266] - In 2023, S&P, Fitch, and Moody's downgraded the company's credit ratings, though they remain investment grade (S&P A-, Fitch BBB+, Moody's Baa3)[260] Critical Accounting Estimates Critical accounting estimates include goodwill and intangible asset valuation, with a $124.0 million impairment charge in Q3 2023, defined benefit pension obligations sensitive to discount rates and asset returns, environmental remediation liabilities of $125 million, and income taxes requiring judgment on deferred tax asset realizability - Goodwill and Intangibles: The company has $8.0 billion in goodwill and $4.0 billion in intangible assets. A $124.0 million pre-tax impairment charge was recorded on the Irwin and Troy-Bilt trade names in Q3 2023[294][301] - Defined Benefit Obligations: The valuation of pension obligations is sensitive to assumptions like discount rates (5.04% for U.S. plans in 2023) and expected return on assets (6.70% for U.S. plans in 2023). A 25 basis point reduction in the discount rate would increase the projected benefit obligation by approximately $53 million[303][304] - Environmental: The company has accrued $125 million for environmental remediation costs as of December 30, 2023, with a reasonably possible range of loss estimated between $80 million and $227 million[307] - Income Taxes: Significant judgment is required for the worldwide income tax provision. A valuation allowance of $1.05 billion is recorded against deferred tax assets deemed not more likely than not to be realized[312][595] Quantitative and Qualitative Disclosures About Market Risk The company faces market risks from foreign currency (Euro, CAD, GBP, etc.), with a hypothetical 10% adverse movement impacting pre-tax earnings by $217 million, interest rates (commercial paper), and commodity prices (steel, zinc, resin), managed primarily through pricing and procurement - The company's main currency exposures are to the Euro, Canadian Dollar, British Pound, Australian Dollar, Brazilian Real, Chinese Renminbi, and Taiwan Dollar[283] - A hypothetical 10% adverse movement in exchange rates is estimated to have a combined translational and transactional negative impact of approximately $217 million on pre-tax earnings[284] - Interest rate risk is primarily from the commercial paper program; a hypothetical 10% increase in associated interest rates would result in an incremental pre-tax loss of approximately $5 million[286] - Commodity price exposures (e.g., steel, copper, resin) are generally not hedged with derivatives but are managed through pricing actions and procurement initiatives[287] Financial Statements and Supplementary Data This section provides an index to the company's audited financial statements and financial statement schedule, which are incorporated by reference - This item indexes the Financial Statements and Financial Statement Schedule, which are included from page 57 onwards in the report[322][344] - Schedule II — Valuation and Qualifying Accounts is included in this section[344] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[323] Controls and Procedures As of December 30, 2023, management, including the CEO and CFO, concluded that the company's disclosure controls and internal control over financial reporting, based on the COSO framework, were effective, with no material changes in Q4 2023 - Management concluded that the company's disclosure controls and procedures were effective as of December 30, 2023[327] - Management assessed internal control over financial reporting based on the COSO framework and concluded it was effective as of December 30, 2023[326] - No changes occurred during the fourth quarter of 2023 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[328] Other Information The company reports that during the fourth quarter of 2023, no director or Section 16 officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement - No director or Section 16 officer adopted, modified, or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement in the fourth quarter of 2023[329] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[330] Part III Directors, Executive Officers and Corporate Governance Information on directors and corporate governance is incorporated by reference from the 2024 proxy statement, while executive officer details are in Part I, and the Code of Business Ethics is available online - Most information required by this item is incorporated by reference from the company's definitive proxy statement[331] - The Code of Business Ethics is available on the company's website, and any amendments or waivers for senior officers will be posted there[332] Executive Compensation Information required for this item, including the Compensation Discussion & Analysis and details on executive and director compensation, is incorporated by reference from the company's 2024 proxy statement - All information required by this item is incorporated by reference from the company's definitive proxy statement[334] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security ownership information is incorporated by reference from the 2024 proxy statement; as of December 30, 2023, 7,883,446 securities were issuable under approved equity plans at a weighted-average exercise price of $133.22, with 7,231,476 additional securities available Equity Compensation Plan Information (as of Dec 30, 2023) | Plan Category | Securities to be Issued (A) | Weighted-Average Exercise Price of Options (B) | Securities Available for Future Issuance (C) | | :--- | :--- | :--- | :--- | | Approved by security holders | 7,883,446 | $133.22 | 7,231,476 | | Not approved by security holders | — | — | — | | Total | 7,883,446 | $133.22 | 7,231,476 | - The number of securities to be issued includes 5,490,848 shares underlying stock options and 2,222,052 shares underlying restricted stock units and performance awards[337] Certain Relationships and Related Transactions, and Director Independence Information required for this item concerning related person transactions and director independence is incorporated by reference from the company's 2024 proxy statement - All information required by this item is incorporated by reference from the company's definitive proxy statement[339] Principal Accountant Fees and Services Information required for this item regarding principal accountant fees and services is incorporated by reference from the company's 2024 proxy statement - All information required by this item is incorporated by reference from the company's definitive proxy statement[340] Part IV Exhibits and Financial Statement Schedule This section provides an index to the financial statements, financial statement schedule (Schedule II - Valuation and Qualifying Accounts), and all exhibits filed as part of the Form 10-K - This item provides an index to the financial statements and exhibits filed with the report[341] - Schedule II — Valuation and Qualifying Accounts is included in this section[344] Form 10-K Summary This item is not applicable to the company - Not applicable[348]