Document
stanleyimage.jpg
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 2018.
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [            ] to [            ]
Commission File Number 001-05224 
STANLEY BLACK & DECKER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONNECTICUT
 
06-0548860
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
 
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
 
 
 
 
 
1000 STANLEY DRIVE
NEW BRITAIN, CONNECTICUT
 
06053
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
(ZIP CODE)
(860) 225-5111
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
þ
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨
  
Smaller reporting company
 
¨
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ
151,060,094 shares of the registrant’s common stock were outstanding as of October 19, 2018.


TABLE OF CONTENTS
 
 
 


Table of Contents

PART I — FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
THREE AND NINE MONTHS ENDED SEPTEMBER 29, 2018 AND SEPTEMBER 30, 2017
(Unaudited, Millions of Dollars, Except Per Share Amounts)
 
 
Third Quarter
 
Year-to-Date
 
2018
 
2017
 
2018
 
2017
Net Sales
$
3,494.8

 
$
3,359.4

 
$
10,347.7

 
$
9,502.4

Costs and Expenses
 
 
 
 
 
 
 
Cost of sales
$
2,256.4

 
$
2,106.4

 
$
6,656.5

 
$
5,970.1

Selling, general and administrative
792.9

 
763.4

 
2,373.5

 
2,184.0

Provision for doubtful accounts
6.0

 
5.5

 
16.8

 
19.4

Other, net
59.4

 
60.5

 
236.7

 
216.3

Loss (gain) on sales of businesses
—

 
3.2

 
0.8

 
(265.1
)
Pension settlement
—

 
—

 
—

 
12.8

Restructuring charges
21.8

 
19.1

 
58.1

 
42.9

Interest expense
72.1

 
57.2

 
204.3

 
164.5

Interest income
(18.7
)
 
(10.3
)
 
(50.1
)
 
(28.6
)
 
$
3,189.9

 
$
3,005.0

 
$
9,496.6

 
$
8,316.3

Earnings before income taxes
304.9

 
354.4

 
851.1

 
1,186.1

Income taxes
56.6

 
79.9

 
139.3

 
240.3

Net earnings
$
248.3

 
$
274.5

 
$
711.8

 
$
945.8

Less: Net gain (loss) attributable to non-controlling interests
0.5

 
—

 
(0.2
)
 
—

Net Earnings Attributable to Common Shareowners
$
247.8

 
$
274.5

 
$
712.0

 
$
945.8

Total Comprehensive Income Attributable to Common Shareowners
$
269.0

 
$
378.1

 
$
549.9

 
$
1,245.4

Earnings per share of common stock:
 
 
 
 
 
 
 
Basic
$
1.67

 
$
1.83

 
$
4.77

 
$
6.33

Diluted
$
1.65

 
$
1.80

 
$
4.68

 
$
6.22

Dividends per share of common stock
$
0.66

 
$
0.63

 
$
1.92

 
$
1.79

Weighted-average shares outstanding (in thousands):
 
 
 
 
 
 
 
Basic
147,964

 
149,689

 
149,311

 
149,464

Diluted
150,599

 
152,622

 
152,225

 
152,106

See Notes to (Unaudited) Condensed Consolidated Financial Statements.



3
Table of Contents

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 29, 2018 AND DECEMBER 30, 2017
(Unaudited, Millions of Dollars, Except Per Share Amounts) 
 
September 29,
2018
 
December 30,
2017
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
368.7

 
$
637.5

Accounts and notes receivable, net
2,236.2

 
1,628.7

Inventories, net
2,649.7

 
2,018.4

Other current assets
300.8

 
274.4

Total Current Assets
5,555.4

 
4,559.0

Property, plant and equipment, net
1,846.2

 
1,742.5

Goodwill
9,006.9

 
8,776.1

Intangibles, net
3,547.2

 
3,507.4

Other assets
492.0

 
512.7

Total Assets
$
20,447.7

 
$
19,097.7

LIABILITIES AND SHAREOWNERS' EQUITY
 
 
 
Current Liabilities
 
 
 
Short-term borrowings
$
1,408.1

 
$
5.3

Current maturities of long-term debt
979.6

 
977.5

Accounts payable
2,320.2

 
2,021.0

Accrued expenses
1,344.1

 
1,387.7

Total Current Liabilities
6,052.0

 
4,391.5

Long-term debt
2,830.6

 
2,828.2

Deferred taxes
423.6

 
436.1

Post-retirement benefits
588.4

 
629.9

Other liabilities
2,468.0

 
2,507.0

Commitments and Contingencies (Note R)


 


Shareowners’ Equity
 
 
 
Stanley Black & Decker, Inc. Shareowners’ Equity
 
 
 
Preferred stock, without par value:
Authorized 10,000,000 shares in 2018 and 2017
Issued and outstanding 750,000 shares in 2018 and 2017
750.0

 
750.0

Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2018 and 2017
Issued 176,902,738 shares in 2018 and 2017
442.3

 
442.3

Retained earnings
6,424.3

 
5,998.7

Additional paid in capital
4,619.6

 
4,643.2

Accumulated other comprehensive loss
(1,751.2
)
 
(1,589.1
)
ESOP
(13.3
)
 
(18.8
)
 
10,471.7

 
10,226.3

Less: cost of common stock in treasury
(2,389.5
)
 
(1,924.1
)
Stanley Black & Decker, Inc. Shareowners’ Equity
8,082.2

 
8,302.2

Non-controlling interests
2.9

 
2.8

Total Shareowners’ Equity
8,085.1

 
8,305.0

Total Liabilities and Shareowners’ Equity
$
20,447.7

 
$
19,097.7

See Notes to (Unaudited) Condensed Consolidated Financial Statements.

4
Table of Contents

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE AND NINE MONTHS ENDED SEPTEMBER 29, 2018 AND SEPTEMBER 30, 2017
(Unaudited, Millions of Dollars)
 
 
Third Quarter
 
Year-to-Date
 
2018
 
2017
 
2018
 
2017
OPERATING ACTIVITIES
 
 
 
 
 
 
 
Net earnings
$
248.3

 
$
274.5

 
$
711.8

 
$
945.8

Adjustments to reconcile net earnings to cash provided by (used in) operating activities:

 

 
 
 
 
Depreciation and amortization of property, plant and equipment
85.2

 
76.6

 
249.7

 
218.1

Amortization of intangibles
44.5

 
44.1

 
131.3

 
119.9

Loss (gain) on sales of businesses
—

 
3.2

 
0.8

 
(265.1
)
Changes in working capital
(287.8
)
 
(456.9
)
 
(1,017.1
)
 
(1,253.9
)
Changes in other assets and liabilities
101.3

 
174.1

 
(36.4
)
 
188.5

Cash provided by (used in) operating activities
191.5

 
115.6

 
40.1

 
(46.7
)
INVESTING ACTIVITIES
 
 
 
 
 
 
 
Capital and software expenditures
(109.4
)
 
(91.0
)
 
(327.4
)
 
(277.9
)
Proceeds from sales of assets
11.3

 
5.5

 
19.2

 
28.0

(Payments) proceeds from sales of businesses, net of cash sold
(1.1
)
 
—

 
(3.0
)
 
745.3

Business acquisitions, net of cash acquired
(15.1
)
 
(152.0
)
 
(521.9
)
 
(2,582.1
)
(Payments) proceeds from net investment hedge settlements
(5.1
)
 
(27.9
)
 
15.2

 
(31.6
)
Proceeds from deferred purchase price receivable
—

 
241.3

 
—

 
469.1

Other
(15.0
)
 
(8.1
)
 
(30.3
)
 
(25.4
)
Cash used in investing activities
(134.4
)
 
(32.2
)
 
(848.2
)
 
(1,674.6
)
FINANCING ACTIVITIES
 
 
 
 
 
 
 
Stock purchase contract fees
(10.1
)
 
(9.9
)
 
(30.3
)
 
(9.9
)
Net short-term borrowings (repayments)
309.5

 
(64.4
)
 
1,445.1

 
499.2

Premium paid on equity option
—

 
—

 
(57.3
)
 
(25.1
)
Proceeds from issuances of common stock
10.2

 
14.6

 
32.8

 
47.5

Proceeds from issuance of preferred stock
—

 
—

 
—

 
727.5

Purchases of common stock for treasury
(301.8
)
 
(0.6
)
 
(514.5
)
 
(16.2
)
Cash dividends on common stock
(97.4
)
 
(94.7
)
 
(286.5
)
 
(267.9
)
Other
(8.0
)
 
(6.9
)
 
(13.5
)
 
(9.2
)
Cash (used in) provided by financing activities
(97.6
)
 
(161.9
)
 
575.8

 
945.9

Effect of exchange rate changes on cash, cash equivalents and restricted cash
5.8

 
22.3

 
(54.1
)
 
81.5

Change in cash, cash equivalents and restricted cash
(34.7
)
 
(56.2
)
 
(286.4
)
 
(693.9
)
Cash, cash equivalents and restricted cash, beginning of period
403.4

 
539.5

 
655.1

 
1,177.2

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD
$
368.7

 
$
483.3

 
$
368.7

 
$
483.3

The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances as of September 29, 2018 and December 30, 2017, as shown above:
 
September 29, 2018
 
December 30, 2017
Cash and cash equivalents
$
368.7

 
$
637.5

Restricted cash included in Other current assets
—

 
17.6

Cash, cash equivalents and restricted cash
$
368.7

 
$
655.1

See Notes to (Unaudited) Condensed Consolidated Financial Statements.

5
Table of Contents

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 29, 2018

A.
SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (hereinafter referred to as “generally accepted accounting principles”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations for the interim periods have been included and are of a normal, recurring nature. Operating results for the three and nine months ended September 29, 2018 are not necessarily indicative of the results that may be expected for a full fiscal year. For further information, refer to the consolidated financial statements and footnotes included in Stanley Black & Decker, Inc.’s (the “Company”) Form 10-K for the year ended December 30, 2017, and subsequent related filings with the Securities and Exchange Commission ("SEC").

In April 2018, the Company acquired the industrial business of Nelson Fastener Systems ("Nelson") from the Doncasters Group, which is being accounted for as a business combination. The results of this acquisition are being consolidated into the Company's Industrial segment. In March 2017, the Company acquired the Tools business of Newell Brands ("Newell Tools") and the Craftsman® brand, which were both accounted for as business combinations. The results of these acquisitions have been consolidated into the Company's Tools & Storage segment. Refer to Note F, Acquisitions, for further discussion on these acquisitions.

In February 2017, the Company sold the majority of its mechanical security businesses within the Security segment, which included the commercial hardware brands of Best Access, phi Precision and GMT. The Company also sold two small businesses within the Tools & Storage segment in the first and fourth quarters of 2017, and one small business in the Industrial segment in the third quarter of 2017. The operating results of these businesses have been reported within continuing operations in the Condensed Consolidated Financial Statements through their respective dates of sale in 2017. Refer to Note T, Divestitures, for further discussion.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates. Certain amounts reported in the previous year have been recast as a result of the retrospective adoption of new accounting standards in the first quarter of 2018. Refer to Note B, New Accounting Standards, for further discussion.

Financial Instruments

Derivative financial instruments are employed to manage risks, including foreign currency, interest rate exposures and commodity prices and are not used for trading or speculative purposes. As part of the Company’s risk management program, a variety of financial instruments such as interest rate swaps, currency swaps, purchased currency options, foreign exchange contracts and commodity contracts, may be used to mitigate interest rate exposure, foreign currency exposure and commodity price exposure. The Company recognizes all derivative instruments in the balance sheet at fair value.

Changes in the fair value of derivatives are recognized periodically either in earnings or in shareowners’ equity as a component of other comprehensive income (loss) ("OCI"), depending on whether the derivative financial instrument is undesignated or qualifies for hedge accounting, and if so, whether it represents a fair value, cash flow, or net investment hedge. Changes in the fair value of derivatives accounted for as fair value hedges are recorded in earnings in the same caption as the changes in the fair value of the hedged items. Gains and losses on derivatives designated as cash flow hedges, to the extent they are included in the assessment of effectiveness, are recorded in OCI and subsequently reclassified to earnings to offset the impact of the hedged items when they occur. In the event it becomes probable the forecasted transaction to which a cash flow hedge relates will not occur, the derivative would be terminated and the amount in accumulated other comprehensive income (loss) would be recognized in earnings. Changes in the fair value of derivatives that are designated and qualify as a hedge of the net investment in foreign operations, to the extent they are included in the assessment of effectiveness, are reported in OCI and are deferred until disposal of the underlying assets. Gains and losses representing components excluded from the assessment of effectiveness for cash flow and fair value hedges are recognized in earnings on a straight-line basis in the same caption as the

6
Table of Contents

hedged item over the term of the hedge. Gains and losses representing components excluded from the assessment of effectiveness for net investment hedges are recognized in earnings on a straight-line basis in Other, net over the term of the hedge.

The net interest paid or received on interest rate swaps is recognized as interest expense. Gains and losses resulting from the early termination of interest rate swap agreements are deferred and amortized as adjustments to interest expense over the remaining period of the debt originally covered by the terminated swap.

Changes in the fair value of derivatives not designated as hedges are reported in Other, net in the Consolidated Statements of Operations and Comprehensive Income. Refer to Note I, Financial Instruments, for further discussion.

Revenue Recognition

The Company’s revenues result from the sale of goods or services and reflect the consideration to which the Company expects to be entitled. The Company records revenue based on a five-step model in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"). For its customer contracts, the Company identifies the performance obligations (goods or services), determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) the performance obligation is transferred to the customer. A good or service is transferred when (or as) the customer obtains control of that good or service. The majority of the Company’s revenues are recorded at a point in time from the sale of tangible products.

Provisions for customer volume rebates, product returns, discounts and allowances are variable consideration and are recorded as a reduction of revenue in the same period the related sales are recorded. Such provisions are calculated using historical averages adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service and evidence of the fair value of the advertising, in which case the expense is classified as selling, general, and administrative expense.

The Company’s revenues can be generated from contracts with multiple performance obligations. When a sales agreement involves multiple performance obligations, each obligation is separately identified and the transaction price is allocated based on the amount of consideration the Company expects to be entitled to in exchange for transferring the promised good or service to the customer.

Sales of security monitoring systems may have multiple performance obligations, including equipment, installation and monitoring or maintenance services. In most instances, the Company allocates the appropriate amount of consideration to each performance obligation based on the standalone selling price ("SSP") of the distinct goods or services performance obligation. In circumstances where SSP is not observable, the Company allocates the consideration for the performance obligations by utilizing one of the following methods: expected cost plus margin, the residual approach, or a mix of these estimation methods.

For performance obligations that the Company satisfies over time, revenue is recognized by consistently applying a method of measuring progress toward complete satisfaction of that performance obligation. The Company utilizes the method that most accurately depicts the progress toward completion of the performance obligation.

The Company’s contract sales for the installation of security intruder systems and other construction-related projects are generally recorded under the input method. The input method recognizes revenue on the basis of the Company’s efforts or inputs to the satisfaction of a performance obligation relative to the total inputs expected to satisfy that performance obligation. Revenue recognized on security contracts in process are based upon the allocated contract price and related total inputs of the project at completion. The extent of progress toward completion is generally measured using input methods based on labor metrics. Revisions to these estimates as contracts progress have the effect of increasing or decreasing profits each period. Provisions for anticipated losses are made in the period in which they become determinable. The revenues for monitoring and monitoring-related services are recognized as services are rendered over the contractual period.

The Company utilizes the output method for contract sales in the Oil & Gas business. The output method recognizes revenue based on direct measurements of the customer value of the goods or services transferred to date relative to the remaining goods or services promised under the contract. The output method includes methods such as surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units produced or units delivered.

Contract assets or liabilities result from transactions with revenue recorded over time. If the measure of remaining rights exceeds the measure of the remaining performance obligations, the Company records a contract asset. Conversely, if the

7
Table of Contents

measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability.

Incremental costs of obtaining or fulfilling a contract with a customer that are expected to be recovered are recognized and classified in Other current assets or Other assets in the Condensed Consolidated Balance Sheets and are typically amortized over the contract period. The Company recognizes the incremental costs of obtaining or fulfilling a contract as expense when incurred if the amortization period of the asset is one year or less.

Customer billings for services not yet rendered are deferred and recognized as revenue as the services are rendered. The associated deferred revenue is included in Accrued expenses or Other liabilities, as appropriate, in the Condensed Consolidated Balance Sheets.

Refer to Note D, Accounts and Notes Receivable, for further discussion.

B.    NEW ACCOUNTING STANDARDS

Adoption of New Accounting Standards
In March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-07, Compensation-Retirement Benefits (Topic 715) (“new pension standard”). The new pension standard improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. The Company adopted this standard in the first quarter of 2018 utilizing the full retrospective method. As a result of the adoption, all components other than service cost were reclassified from Cost of sales and Selling, general and administrative to Other, net in the Consolidated Statements of Operations and Comprehensive Income.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The objective of this update is to provide additional guidance and reduce diversity in practice when classifying certain transactions within the statement of cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted these standards in the first quarter of 2018 utilizing the retrospective transition method. The impacts of the new standards relate to the presentation of restricted cash as well as certain cash flows related to an accounts receivable sale program that was terminated in the first quarter of 2018. Refer to Note D, Accounts and Notes Receivable, for further discussion.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“new revenue standard”). The new revenue standard outlines a comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The new model provides a five-step analysis in determining when and how revenue is recognized. The core principle of the new guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard allows for initial application to be performed retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. During 2016, the FASB clarified the implementation guidance on principal versus agent, identifying performance obligations, licensing, and collectability, and made technical corrections on various topics.

The Company adopted the new revenue standard in the first quarter of 2018 using the full retrospective method. Accordingly, certain prior period amounts have been recast to reflect the financial results of the Company in accordance with the new revenue standard. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings for the earliest balance sheet period presented.

As a result of the adoption of the new revenue standard, outbound freight is recorded as a component of cost of sales as opposed to a reduction of net sales. The new revenue standard also requires companies to record an asset for anticipated customer return of inventory and a sales return reserve at the gross amount of the initial sale, rather than at the net margin amount. Additionally, certain sales to distributors subject to a guarantee with a third-party financier that were previously deferred are now recognized upon shipment in accordance with the new revenue standard and the associated short-term and long-term accounts receivable and short-term and long-term debt balances have been recast. Lastly, for certain product warranties provided to customers that meet the criteria of a service-type warranty, a portion of consideration paid by customers must now be deferred and recognized as revenue over the anticipated service warranty period.

8
Table of Contents

As a result of the adoption of the new revenue and pension standards, certain amounts in the Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2017 have been recast, as follows:
(Millions of Dollars, except per share amounts)
Three months ended September 30, 20171
 
Adoption of ASU 2014-09
 
Adoption of ASU 2017-07
 
Three months ended September 30, 2017
Net Sales
$
3,298.6

 
$
60.8

 
$
—

 
$
3,359.4

Cost of sales
$
2,046.5

 
$
59.9

 
$
—

 
$
2,106.4

Selling, general and administrative
$
758.4

 
$
—

 
$
5.0

 
$
763.4

Provision for doubtful accounts
$
5.0

 
$
0.5

 
$
—

 
$
5.5

Other, net
$
65.5

 
$
—

 
$
(5.0
)
 
$
60.5

Earnings before income taxes
$
354.0

 
$
0.4

 
$
—

 
$
354.4

Income taxes
$
79.8

 
$
0.1

 
$
—

 
$
79.9

Net earnings attributable to common shareowners
$
274.2

 
$
0.3

 
$
—

 
$
274.5

Diluted earnings per share of common stock
$
1.80

 
$
—

 
$
—

 
$
1.80

1As previously reported in the Company's Form 10-Q for the quarterly period ended September 30, 2017.
(Millions of Dollars, except per share amounts)
Nine months ended September 30, 20171
 
Adoption of ASU 2014-09
 
Adoption of ASU 2017-07
 
Nine months ended September 30, 2017
Net Sales
$
9,333.7

 
$
168.7

 
$
—

 
$
9,502.4

Cost of sales
$
5,804.1

 
$
165.5

 
$
0.5

 
$
5,970.1

Selling, general and administrative
$
2,168.8

 
$
—

 
$
15.2

 
$
2,184.0

Provision for doubtful accounts
$
18.0

 
$
1.4

 
$
—

 
$
19.4

Other, net
$
232.0

 
$
—

 
$
(15.7
)
 
$
216.3

Earnings before income taxes
$
1,184.3

 
$
1.8

 
$
—

 
$
1,186.1

Income taxes
$
239.8

 
$
0.5

 
$
—

 
$
240.3

Net earnings attributable to common shareowners
$
944.5

 
$
1.3

 
$
—

 
$
945.8

Diluted earnings per share of common stock
$
6.21

 
$
0.01

 
$
—

 
$
6.22

1As previously reported in the Company's Form 10-Q for the year-to-date period ended September 30, 2017.

As a result of the adoption of the new revenue standard, certain balances as of December 30, 2017 in the Condensed Consolidated Balance Sheets have been recast, as follows:
(Millions of Dollars)
Balance at December 30, 20171
 
Adoption of ASU 2014-09
 
Balance at December 30, 2017
ASSETS
 
 
 
 
 
Accounts and notes receivable, net
$
1,635.9

 
$
(7.2
)
 
$
1,628.7

Other assets
$
487.8

 
$
24.9

 
$
512.7

 
 
 
 
 
 
LIABILITIES AND SHAREOWNERS' EQUITY
 
 
 
 
 
Current maturities of long-term debt
$
983.4

 
$
(5.9
)
 
$
977.5

Accrued expenses
$
1,352.1

 
$
35.6

 
$
1,387.7

Long-term debt
$
2,843.0

 
$
(14.8
)
 
$
2,828.2

Deferred taxes
$
434.2

 
$
1.9

 
$
436.1

Other liabilities
$
2,511.1

 
$
(4.1
)
 
$
2,507.0

Retained earnings2
$
5,990.4

 
$
8.3

 
$
5,998.7

Accumulated other comprehensive loss
$
(1,585.9
)
 
$
(3.2
)
 
$
(1,589.1
)
1As previously reported in the Company's Form 10-K for the year ended December 30, 2017.
2Adjustment includes the cumulative effect of the adoption of $4.3 million for periods prior to fiscal year 2016.


9
Table of Contents

As a result of the adoption of the new revenue and cash flows standards, certain amounts for the three and nine months ended September 30, 2017 in the Condensed Consolidated Statements of Cash Flows have been recast, as follows:

(Millions of Dollars)
Three months ended September 30, 20171
 
Adoption of ASU 2014-09
 
Adoption of ASU 2016-15 & 2016-18
 
Three months ended September 30, 2017
OPERATING ACTIVITIES
 
 
 
 
 
 
 
Net earnings
$
274.2

 
$
0.3

 
$
—

 
$
274.5

Changes in working capital
$
(214.9
)
 
$
(0.7
)
 
$
(241.3
)
 
$
(456.9
)
Changes in other assets and liabilities
$
173.7

 
$
0.4

 
$
—

 
$
174.1

Cash provided by (used in) operating activities
$
356.9

 
$
—

 
$
(241.3
)
 
$
115.6

INVESTING ACTIVITIES
 
 
 
 
 
 
 
Proceeds from deferred purchase price receivable
$
—

 
$
—

 
$
241.3

 
$
241.3

Cash used in investing activities
$
(273.5
)
 
$
—

 
$
241.3

 
$
(32.2
)
 
 
 
 
 
 
 
 
Change in cash, cash equivalents and restricted cash
$
(56.2
)
 
$
—

 
$
—

 
$
(56.2
)
Cash, cash equivalents and restricted cash, beginning of period
$
539.5

 
$
—

 
$
—

 
$
539.5

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD
$
483.3

 
$
—

 
$
—

 
$
483.3

1As previously reported in the Company's Form 10-Q for the quarterly period ended September 30, 2017.

(Millions of Dollars)
Nine months ended September 30, 20171
 
Adoption of ASU 2014-09
 
Adoption of ASU 2016-15 & 2016-18
 
Nine months ended September 30, 2017
OPERATING ACTIVITIES
 
 
 
 
 
 
 
Net earnings
$
944.5

 
$
1.3

 
$
—

 
$
945.8

Changes in working capital
$
(784.2
)
 
$
(0.6
)
 
$
(469.1
)
 
$
(1,253.9
)
Changes in other assets and liabilities
$
234.6

 
$
(0.7
)
 
$
(45.4
)
 
$
188.5

Cash provided by (used in) operating activities
$
467.8

 
$
—

 
$
(514.5
)
 
$
(46.7
)
INVESTING ACTIVITIES
 
 
 
 
 
 
 
Proceeds from deferred purchase price receivable
$
—

 
$
—

 
$
469.1

 
$
469.1

Cash used in investing activities
$
(2,143.7
)
 
$
—

 
$
469.1

 
$
(1,674.6
)
 
 
 
 
 
 
 
 
Change in cash, cash equivalents and restricted cash
$
(648.5
)
 
$
—

 
$
(45.4
)
 
$
(693.9
)
Cash, cash equivalents and restricted cash, beginning of period
1,131.8

 
$
—

 
$
45.4

 
$
1,177.2

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD
$
483.3

 
$
—

 
$
—

 
$
483.3

1As previously reported in the Company's Form 10-Q for the year-to-date period ended September 30, 2017.
In December 2017, the U.S. Securities and Exchange Commission ("SEC") staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the “Act”). SAB 118 provides a measurement period that should not extend beyond one year from the Act enactment date for companies to complete the accounting under ASC 740, Income Taxes, (the "measurement period"). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Act is incomplete but it can determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 based on the provisions of the tax laws that were in effect immediately before the enactment of the Act. The measurement period for accounting for the Act begins in the period of enactment and ends when an entity has obtained, prepared and analyzed the information necessary to complete the accounting requirements under ASC 740, but in no event can the measurement period extend beyond one year. Any provisional amount or adjustment to a provisional amount included in a company’s financial statements during the measurement period should be included in income from continuing

10
Table of Contents

operations as an adjustment to tax expense or benefit in the reporting period the amounts are determined. Refer to Note P, Income Taxes, for further discussion.
In August 2017, the FASB issued ASU 2017-12, Derivatives And Hedging (Topic 815): Targeted Improvements to Accounting for Hedge Activities. The new standard amends the hedge accounting recognition and presentation requirements in ASC 815. As permitted by ASU 2017-12, the Company early adopted this standard in the first quarter of 2018 on a prospective basis. Refer to Note A, Significant Accounting Policies, for the updated financial instruments policy related to the adoption of this standard.
In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610). The new standard provides guidance for recognizing gains and losses of nonfinancial assets in contracts with non-customers. The Company adopted this standard in the first quarter of 2018 and it did not have an impact on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The new standard narrows the definition of a business and provides a framework for evaluation. The Company adopted this standard prospectively in the first quarter of 2018.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The new standard eliminates the exception to the principle in ASC 740, for all intra-entity sales of assets other than inventory, to be deferred, until the transferred asset is sold to a third party or otherwise recovered through use. The Company adopted this standard in the first quarter of 2018 and it did not have a material impact on its consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The main objective of this update is to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The new guidance addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The Company adopted this standard in the first quarter of 2018 and it did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted
In August 2018, the SEC issued Disclosure Update and Simplification Release (“DUSTR”) modifying various disclosure requirements. The amendments are effective for all filings made on or after November 5, 2018. However, the SEC staff has provided an extended transition period for companies to comply with the new interim disclosure requirement to provide a reconciliation of changes in shareholders’ equity (either in a separate statement or note to the financial statements). The extended transition period allows companies to first present the reconciliation of changes in shareholders' equity in its Form 10-Q for the first quarter that begins after the effective date of November 5, 2018. The Company is currently evaluating this guidance to determine the impact it may have on its disclosures.
In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the timing of adopting the new guidance as well as the impact it may have on its consolidated financial statements.
In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20). The standard modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). The standard modifies disclosure requirements of fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the timing of adopting the new guidance as well as the impact it may have on its consolidated financial statements.
In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220). The new guidance permits, but does not require, companies to reclassify the stranded tax effects of the Act on items within accumulated

11
Table of Contents

other comprehensive income to retained earnings. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company does not plan to reclassify these stranded tax effects and therefore, does not expect this standard to have an impact on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350). The new standard simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. This ASU will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the timing of its adoption of this standard.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326). The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("new lease standard"). The objective of the new lease standard is to increase transparency and comparability among organizations by requiring recognition of all lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, and ASU 2018-11, Targeted Improvements, Leases (Topic 842), which provide clarification on how to apply certain aspects of the new lease standard and allow entities to initially apply the standards from the adoption date. All three standards are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company expects to utilize the new transition method to apply the standards from the adoption date effective the first quarter of 2019. The Company will record lease liabilities and right-of-use assets on its consolidated balance sheets upon adoption, but does not expect the standards to impact its consolidated statements of operations or retained earnings.

C.
EARNINGS PER SHARE
The following table reconciles net earnings attributable to common shareowners and the weighted-average shares outstanding used to calculate basic and diluted earnings per share for the three and nine months ended September 29, 2018 and September 30, 2017:
 
Third Quarter
 
Year-to-Date
 
2018
 
2017
 
2018
 
2017
Numerator (in millions):
 
 
 
 
 
 
 
Net earnings attributable to common shareowners1
$
247.8

 
$
274.5

 
$
712.0

 
$
945.8

 
 
 
 
 
 
 
 
Denominator (in thousands):
 
 
 
 
 
 
 
Basic weighted-average shares outstanding
147,964

 
149,689

 
149,311

 
149,464

Dilutive effect of stock contracts and awards
2,635

 
2,933

 
2,914

 
2,642

Diluted weighted-average shares outstanding
150,599

 
152,622

 
152,225

 
152,106

Earnings per share of common stock1:
 
 
 
 
 
 
 
Basic
$
1.67

 
$
1.83

 
$
4.77

 
$
6.33

Diluted
$
1.65

 
$
1.80

 
$
4.68

 
$
6.22

1Prior year amounts have been recast as a result of the adoption of the new revenue standard. Refer to Note B, New Accounting Standards, for further discussion.
The following weighted-average stock options were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive (in thousands):
 
Third Quarter
 
Year-to-Date
 
2018
 
2017
 
2018
 
2017
Number of stock options
1,139

 
2

 
1,155

 
388


As described in detail in Note J, Equity Arrangements, the Company issued 7,500,000 Equity Units in May 2017 with a total notional value of $750.0 million. Each unit initially consists of 750,000 shares of convertible preferred stock and forward stock

12
Table of Contents

purchase contracts. On and after May 15, 2020, the convertible preferred stock may be converted into common stock at the option of the holder. At the election of the Company, upon conversion, the Company may deliver cash, common stock, or a combination thereof. The conversion rate was initially 6.1627 shares of common stock per one share of convertible preferred stock, which is equivalent to an initial conversion price of approximately $162.27 per share of common stock. As of September 29, 2018, due to the customary anti-dilution provisions, the conversion rate was 6.1744, equivalent to a conversion price of approximately $161.96 per share of common stock. The convertible preferred stock is excluded from the denominator of the diluted earnings per share calculation on the basis that the convertible preferred stock will be settled in cash except to the extent that the conversion value of the convertible preferred stock exceeds its liquidation preference. Therefore, before any redemption or conversion, the common shares that would be required to settle the applicable conversion value in excess of the liquidation preference, if the Company elects to settle such excess in common shares, are included in the denominator of diluted earnings per share in periods in which they are dilutive. The shares related to the convertible preferred stock have been anti-dilutive during most of 2018.

D.    ACCOUNTS AND NOTES RECEIVABLE
(Millions of Dollars)
September 29, 2018
 
December 30, 20171
Trade accounts receivable
$
2,035.1

 
$
1,388.1

Trade notes receivable
141.2

 
158.7

Other accounts receivable
156.5

 
162.3

Gross accounts and notes receivable
$
2,332.8

 
$
1,709.1

Allowance for doubtful accounts
(96.6
)
 
(80.4
)
Accounts and notes receivable, net
$
2,236.2

 
$
1,628.7

Long-term receivables, net
$
160.0

 
$
176.9

1Certain prior year amounts have been recast as a result of the adoption of the new revenue standard. Refer to Note B, New Accounting Standards, for further discussion.

Trade receivables are dispersed among a large number of retailers, distributors and industrial accounts in many countries. Adequate reserves have been established to cover anticipated credit losses. Long-term receivables, net, of $160.0 million and $176.9 million at September 29, 2018 and December 30, 2017, respectively, are reported within Other assets in the Condensed Consolidated Balance Sheets. The Company's financing receivables are predominantly related to certain security equipment leases with commercial businesses. Generally, the Company retains legal title to any equipment under lease and bears the right to repossess such equipment in an event of default. All financing receivables are interest-bearing and the Company has not classified any financing receivables as held-for-sale. Interest income earned from financing receivables that are not delinquent is recorded on the effective interest method.

The Company considers any financing receivable that has not been collected within 90 days of original billing date as past-due or delinquent. The Company’s payment terms are generally consistent with the industries in which their businesses operate and typically range from 30-90 days globally. Additionally, the Company considers the credit quality of all past-due or delinquent financing receivables as nonperforming. The Company does not adjust the promised amount of consideration for the effects of a significant financing component when the period between transfer of the product and receipt of payment is less than one year. Any significant financing components for contracts greater than one year are included in revenue over time.

Prior to January 2018, the Company had an accounts receivable sale program. According to the terms of that program, the Company was required to sell certain of its trade accounts receivables at fair value to a wholly-owned, consolidated, bankruptcy-remote special purpose subsidiary (“BRS”). The BRS, in turn, was required to sell such receivables to a third-party financial institution (“Purchaser”) for cash and a deferred purchase price receivable. The Purchaser’s maximum cash investment in the receivables at any time was $100.0 million. The purpose of the program was to provide liquidity to the Company. The Company accounted for these transfers as sales under ASC 860, Transfers and Servicing. Receivables were derecognized from the Company’s consolidated balance sheet when the BRS sold those receivables to the Purchaser. The Company had no retained interests in the transferred receivables, other than collection and administrative responsibilities and its right to the deferred purchase price receivable. In January 2018, the Company signed an amendment that changed the structure of this program which eliminated the deferred purchase price receivable from the Purchaser and resulted in the BRS retaining ownership of the trade accounts receivables. This program was then terminated on February 1, 2018.

At December 30, 2017, $100.8 million of net receivables were derecognized. Gross receivables sold amounted to $546.1 million ($460.0 million, net) and $1,549.3 million ($1,312.9 million, net) for the three and nine months ended September 30, 2017, respectively. These sales resulted in a pre-tax loss of $2.0 million and $5.3 million, respectively, and included servicing

13
Table of Contents

fees of $0.4 million and $1.0 million, respectively, for the three and nine months ended September 30, 2017. Proceeds from transfers of receivables to the Purchaser totaled $432.1 million and $1,213.0 million for the three and nine months ended September 30, 2017, respectively. Collections of previously sold receivables, including deferred purchase price receivables, and all fees, which were settled one month in arrears, resulted in payments to the Purchaser of $471.9 million and $1,252.9 million for the three and nine months ended September 30, 2017, respectively.

The Company’s risk of loss following the sale of the receivables was limited to the deferred purchase price receivable, which was $106.9 million at December 30, 2017. The deferred purchase price receivable settled in full in January 2018, and historically was repaid in cash as receivables were collected, generally within 30 days. As such the carrying value of the receivable recorded at December 30, 2017 approximated fair value. There were $0.1 million of delinquencies or credit losses for the three and nine months ended September 30, 2017. Cash inflows related to the deferred purchase price receivable totaled $241.3 million and $469.1 million for the three and nine months ended September 30, 2017, respectively. In accordance with the adoption of the new cash flows standards described in Note B, New Accounting Standards, the proceeds related to the deferred purchase price receivable are classified as investing activities.

As of September 29, 2018 and December 30, 2017, the Company's deferred revenue totaled $189.7 million and $117.0 million, respectively, of which $97.9 million and $95.6 million, respectively, was classified as current.

Revenue recognized for the three months ended September 29, 2018 and September 30, 2017 that was previously deferred as of December 30, 2017 and December 31, 2016 totaled $10.3 million and $11.8 million, respectively. Revenue recognized for the nine months ended September 29, 2018 and September 30, 2017 that was previously deferred as of December 30, 2017 and December 31, 2016 totaled $76.3 million and $68.9 million, respectively.

As of September 29, 2018, approximately $1.140 billion of revenue from long-term contracts primarily in the Security segment was unearned related to customer contracts which were not completely fulfilled and will be recognized on a decelerating basis over the next 5 years. This amount excludes any of the Company's contracts with an original expected duration of one year or less.

E.
INVENTORIES
The components of Inventories, net at September 29, 2018 and December 30, 2017 are as follows:
(Millions of Dollars)
September 29, 2018
 
December 30, 2017
Finished products
$
1,924.0

 
$
1,461.4

Work in process
196.8

 
155.5

Raw materials
528.9

 
401.5

Total
$
2,649.7

 
$
2,018.4


F.    ACQUISITIONS
PENDING TRANSACTIONS

On August 6, 2018, the Company reached an agreement to acquire International Equipment Solutions Attachments Group ("IES Attachments") for $690 million in cash. IES Attachments is a manufacturer of high quality, performance-driven heavy equipment attachment tools for off-highway applications. The acquisition will further diversify the Company's presence in the industrial markets, expand its portfolio of attachment solutions and provide a meaningful platform for continued growth. The acquisition, which will be accounted for as a business combination and consolidated into the Company's Industrial segment, is subject to customary closing conditions, including regulatory approvals.

On September 12, 2018, the Company entered into a definitive agreement to acquire a 20 percent interest in MTD Products Inc. ("MTD"), a privately held global manufacturer of outdoor power equipment, for $234 million in cash. Under the terms of the agreement, the Company has the option to acquire the remaining 80 percent of MTD beginning on July 1, 2021. The investment in MTD increases the Company's presence in the $20 billion global lawn and garden market and will allow the two companies to work together to pursue revenue and cost opportunities, improve operational efficiency, and introduce new and innovative products for professional and residential outdoor equipment customers, leveraging each company's respective portfolios of strong brands. The transaction, which is subject to regulatory approvals and customary closing conditions, is expected to close in early 2019.

14
Table of Contents

2018 ACQUISITIONS

Nelson Fasteners Systems
On April 2, 2018, the Company acquired the industrial business of Nelson Fastener Systems ("Nelson") from the Doncasters Group, for $430.1 million, net of cash acquired and an estimated working capital adjustment. Nelson is complementary to the Company's product offerings, enhances its presence in the general industrial end markets, expands its portfolio of highly-engineered fastening solutions, and will deliver cost synergies. The results of Nelson are being consolidated into the Industrial segment.
The Nelson acquisition is being accounted for as a business combination, which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The estimated fair value of identifiable net assets acquired, which includes $65.1 million of working capital and $170.0 million of intangible assets, is $216.6 million. The related goodwill is $213.5 million. The amount allocated to intangible assets includes $146.0 million for customer relationships. The useful lives assigned to the intangible assets range from 12 to 15 years.
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected cost synergies of the combined business, assembled workforce, and the going concern nature of Nelson. Goodwill is not expected to be deductible for tax purposes.
The purchase price allocation for Nelson is preliminary in certain respects. During the measurement period, the Company expects to record adjustments relating to working capital accounts, pension liabilities, various opening balance sheet contingencies, including environmental remediation, and various income tax matters, amongst others.
A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company’s judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results from operations. The Company will complete its purchase price allocation as soon as reasonably possible within the measurement period.
Other 2018 Acquisitions
During 2018, the Company completed five smaller acquisitions for a total purchase price of $102.1 million, net of cash acquired. The estimated fair value of the identifiable net assets acquired, which includes $13.8 million of working capital and $34.1 million of intangible assets, is $37.4 million. The related goodwill is $64.7 million. The amount allocated to intangible assets includes $30.6 million for customer relationships. The useful lives assigned to intangible assets ranges from 10 to 14 years.
The purchase price allocation for these acquisitions is preliminary in certain respects. During the measurement period, the Company expects to record adjustments relating to working capital accounts, various opening balance sheet contingencies and various income tax matters, amongst others. These adjustments are not expected to have a material impact on the Company’s consolidated financial statements.
2017 ACQUISITIONS

Newell Tools

On March 9, 2017, the Company acquired Newell Tools for approximately $1.86 billion, net of cash acquired. The Newell Tools results have been consolidated into the Company's Tools & Storage segment.
The Newell Tools acquisition was accounted for as a business combination. The purchase price allocation for Newell Tools is complete. The measurement period adjustments recorded in 2018 did not have a material impact to the Company's condensed consolidated financial statements. The following table summarizes the estimated fair values of major assets acquired and liabilities assumed:

15
Table of Contents

(Millions of Dollars)
 
Cash and cash equivalents
$
20.0

Accounts and notes receivable, net
19.7

Inventories, net
195.5

Prepaid expenses and other current assets
27.1

Property, plant and equipment, net
112.4

Trade names
283.0

Customer relationships
548.0

Other assets
8.8

Accounts payable
(70.3
)
Accrued expenses
(40.7
)
Deferred taxes
(269.4
)
Other liabilities
(7.9
)
Total identifiable net assets
$
826.2

Goodwill
1,031.8

Total consideration paid
$
1,858.0

The trade names were determined to have indefinite lives. The weighted-average useful life assigned to the customer relationships is 15 years.
Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined business, assembled workforce, and the going concern nature of Newell Tools. It is estimated that $15.7 million of goodwill, relating to the pre-acquisition historical tax basis of goodwill, will be deductible for tax purposes.
Refer to Note E, Acquisitions, of the Company's Form 10-K for the year ended December 30, 2017 for further discussion.
Craftsman Brand

On March 8, 2017, the Company purchased the Craftsman® brand from Sears Holdings Corporation ("Sears Holdings") for a total estimated cash purchase price of $936.7 million on a discounted basis, which consists of an initial cash payment of $568.2 million, a cash payment due in March 2020 with an estimated present value at acquisition date of $234.0 million, and future payments to Sears Holdings of between 2.5% and 3.5% on sales of Craftsman products in new Stanley Black & Decker channels through March 2032, which was valued at $134.5 million at the acquisition date based on estimated future sales projections. Refer to Note M, Fair Value Measurements, for additional details. In addition, as part of the acquisition the Company also granted a perpetual license to Sears Holdings to continue selling Craftsman®-branded products in Sears Holdings-related channels. The perpetual license will be royalty-free until March 2032, which represents an estimated value of approximately $293.0 million, and 3% thereafter. The Craftsman results have been consolidated into the Company's Tools & Storage segment.
The Craftsman® brand acquisition was accounted for as a business combination. The purchase price allocation for Craftsman is complete. The measurement period adjustments recorded in 2018 did not have a material impact on the Company's condensed consolidated financial statements. The estimated fair value of identifiable net assets acquired, which includes $40.2 million of working capital and $418.0 million of intangible assets, is $482.6 million. The related goodwill is $747.1 million. The amount allocated to intangible assets includes $396.0 million of an indefinite-lived trade name. The useful life assigned to the customer relationships is 17 years.
Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined business and the going concern nature of the Craftsman® brand. It is estimated that $442.7 million of goodwill will be deductible for tax purposes.

Refer to Note E, Acquisitions, of the Company's Form 10-K for the year ended December 30, 2017 for further discussion.
Other 2017 Acquisitions
During 2017, the Company completed four smaller acquisitions for a total purchase price of $182.9 million, net of cash acquired, which have been consolidated into the Company's Tools & Storage and Security segments. The purchase price

16
Table of Contents

allocation for these acquisitions is complete. The estimated fair value of the identifiable net assets acquired, which includes $35.3 million of working capital and $54.4 million of intangible assets, is $88.1 million. The related goodwill is $94.8 million. The amount allocated to intangible assets includes $51.4 million for customer relationships. The useful lives assigned to the customer relationships range between 10 and 15 years.

ACTUAL AND PRO-FORMA IMPACT OF THE ACQUISTIONS

Actual Impact from Acquisitions
The net sales and net earnings (loss) from the 2018 acquisitions included in the Company's Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 29, 2018 are shown in the table below. These amounts include amortization relating to inventory step-up and intangible assets recorded upon acquisition, transaction costs, and other integration-related costs.
(Millions of Dollars)
Third Quarter 2018
 
Year-to-Date 2018
Net sales
$
76.2

 
$
142.3

Net earnings (loss) attributable to common shareowners
$
3.3

 
$
(8.0
)
Pro-forma Impact from Acquisitions

The following table presents supplemental pro-forma information as if the 2017 and 2018 acquisitions had occurred on January 1, 2017. The pro-forma consolidated results are not necessarily indicative of what the Company’s consolidated net sales and net earnings would have been had the Company completed the acquisitions on January 1, 2017. In addition, the pro-forma consolidated results do not purport to project the future results of the Company.

 
 
Third Quarter
 
Year-to-Date
(Millions of Dollars, except per share amounts)
 
2018
 
2017
 
2018
 
2017
Net sales
 
$
3,494.8

 
$
3,440.9

 
$
10,430.6

 
$
9,951.2

Net earnings attributable to common shareowners
 
$
254.2

 
$
278.2

 
$
734.9

 
$
946.4

Diluted earnings per share
 
$
1.69

 
$
1.82

 
$
4.83

 
$
6.22


2018 Pro-forma Results

The 2018 pro-forma results were calculated by combining the results of Stanley Black & Decker with the stand-alone results of the 2018 acquisitions for their respective pre-acquisition periods. Accordingly the following adjustments were made:

•
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 December 31, 2017 to the acquisition dates.

•
Depreciation expense for the property, plant, and equipment fair value adjustments that would have been incurred from December 31, 2017 to the acquisition date of Nelson.

•
Because the 2018 acquisitions were assumed to occur on January 1, 2017, there were no deal costs or inventory step-up amortization factored into the 2018 pro-forma year, as such expenses would have occurred in the first year following the acquisition.

2017 Pro-forma Results

The 2017 pro-forma results were calculated by combining the results of Stanley Black & Decker with the stand-alone results of the 2017 and 2018 acquisitions for their respective pre-acquisition periods. Accordingly the following adjustments were made:

•
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

17
Table of Contents

incurred from January 1, 2017 to the acquisition dates of the 2017 acquisitions and from January 1, 2017 to September 30, 2017 for the 2018 acquisitions.

•
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 and from January 1, 2017 to September 30, 2017 for Nelson.

•
Additional expense for deal costs and inventory step-up, which would have been amortized as the corresponding inventory was sold.

G.    GOODWILL
Changes in the carrying amount of goodwill by segment are as follows:
(Millions of Dollars)
Tools & Storage
 
Industrial
 
Security
 
Total
Balance December 30, 2017
$
5,189.7

 
$
1,454.4

 
$
2,132.0

 
$
8,776.1

Acquisition adjustments
59.3

 
219.5

 
52.7

 
331.5

Foreign currency translation
(58.4
)
 
(1.8
)
 
(40.5
)
 
(100.7
)
Balance September 29, 2018
$
5,190.6

 
$
1,672.1

 
$
2,144.2

 
$
9,006.9


H.    LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-term debt and financing arrangements at September 29, 2018 and December 30, 2017 are as follows:
 
 
September 29, 2018
 
December 30, 2017
(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 2
Notes payable due 2018
2.45%
$
632.5

$
—

$
—

$
—

$
(0.2
)
$
632.3

 
$
630.9

Notes payable due 2018
1.62%
345.0

—

—

—

(0.1
)
344.9

 
344.1

Notes payable due 2021
3.40%
400.0

(0.1
)
11.0

—

(1.1
)
409.8

 
412.1

Notes payable due 2022
2.90%
754.3

(0.3
)
—

—

(2.6
)
751.4

 
750.9

Notes payable due 2028
7.05%
150.0

—

10.7

10.3

—

171.0

 
172.6

Notes payable due 2040
5.20%
400.0

(0.2
)
(32.2
)
—

(3.1
)
364.5

 
363.3

Notes payable due 2052 (junior subordinated)
5.75%
750.0

—

—

—

(18.6
)
731.4

 
731.0

Notes payable due 2053 (junior subordinated)
5.75%
400.0

—

4.6

—

(7.9
)
396.7

 
396.6

Other, payable in varying amounts through 2022
0.00% - 4.50%
8.2

—

—

—

—

8.2

 
4.2

Total long-term debt, including current maturities
 
$
3,840.0

$
(0.6
)
$
(5.9
)
$
10.3

$
(33.6
)
$
3,810.2

 
$
3,805.7

Less: Current maturities of long-term debt
 
 
 
 
 
 
(979.6
)
 
(977.5
)
Long-term debt
 
 
 
 
 
 
$
2,830.6

 
$
2,828.2

1Unamortized gain/(loss) associated with interest rate swaps are more fully discussed in Note I, Financial Instruments.
2Certain prior year amounts have been recast as a result of the adoption of the new revenue standard. Refer to Note B, New Accounting Standards, for further discussion.

In January 2017, the Company amended its existing $2.0 billion commercial paper program to increase the maximum amount of notes authorized to be issued to $3.0 billion and to include Euro denominated borrowings in addition to U.S. Dollars. As of September 29, 2018, the Company had $1.4 billion of borrowings outstanding against the Company’s $3.0 billion commercial paper program, of which approximately $932.3 million in Euro denominated commercial paper was designated as a Net Investment Hedge as described in more detail in Note I, Financial Instruments. As of December 30, 2017, the Company had no commercial paper borrowings outstanding.

In September 2018, the Company amended and restated its existing five-year $1.75 billion committed credit facility with the concurrent execution of a new five-year $2.0 billion committed credit facility (the “5 Year Credit Agreement”). Borrowings

18

under the 5 Year Credit Agreement may be made in U.S. Dollars, Euros or Pounds Sterling. A sub-limit amount of $653.3 million is designated for swing line advances which may be drawn in Euros pursuant to the terms of the 5 Year Credit Agreement. Borrowings bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and specific terms of the 5 Year Credit Agreement. The Company must repay all advances under the 5 Year Credit Agreement by the earlier of September 12, 2023 or upon termination. The 5 Year Credit Agreement is designated to be a liquidity back-stop for the Company's $3.0 billion U.S. Dollar and Euro commercial paper program. This amends and restates the five-year $1.75 billion committed credit facility dated as of December 2015. As of September 29, 2018, and December 30, 2017, the Company had not drawn on its five-year committed credit facility.

In September 2018, the Company terminated the 364-Day $1.25 billion committed credit facility and concurrently executed a new 364-Day $1.0 billion committed credit facility (the “364 Day Credit Agreement”). Borrowings under the 364 Day Credit Agreement may be made in U.S. Dollars or Euros and bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and pursuant to the terms of the 364 Day Credit Agreement. The Company must repay all advances under the 364 Day Credit Agreement by the earlier of September 11, 2019 or upon termination. The Company may, however, convert all advances outstanding upon termination, into a term loan that shall be repaid in full no later than the first anniversary of the termination date, provided that the Company, among other things, pays a fee to the administrative agent for the account of each lender. The 364 Day Credit Agreement serves as a liquidity back-stop for the Company’s $3.0 billion U.S. Dollar and Euro commercial paper program. The 364 Day Credit Agreement supersedes all prior 364-Day committed credit facilities. As of September 29, 2018, and December 30, 2017, the Company had not drawn on its 364-Day committed credit facility.

I.    FINANCIAL INSTRUMENTS

In the first quarter of 2018, the Company elected to early adopt ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedge Activities, which amends the hedge accounting recognition and presentation requirements of ASC 815. ASU 2017-12 requires the presentation and disclosure requirements to be applied prospectively and as a result, certain disclosures for the three and nine month periods ending September 30, 2017 conform to the presentation and disclosure requirements prior to the adoption.

The Company is exposed to market risk from changes in foreign currency exchange rates, interest rates, stock prices and commodity prices. As part of the Company’s risk management program, a variety of financial instruments such as interest rate swaps, currency swaps, purchased currency options, foreign exchange contracts and commodity contracts, may be used to mitigate interest rate exposure, foreign currency exposure and commodity price exposure.

If the Company elects to do so and if the instrument meets the criteria specified in ASC 815, management designates its derivative instruments as cash flow hedges, fair value hedges or net investment hedges. Generally, commodity price exposures are not hedged with derivative financial instruments and instead are actively managed through customer pricing initiatives, procurement-driven cost reduction initiatives and other productivity improvement projects. Financial instruments are not utilized for speculative purposes.

A summary of the fair values of the Company’s derivatives recorded in the Condensed Consolidated Balance Sheets at September 29, 2018 and December 30, 2017 is as follows: 

19
Table of Contents

(Millions of Dollars)
Balance Sheet
Classification
 
September 29, 2018
 
December 30, 2017
 
Balance Sheet
Classification
 
September 29, 2018
 
December 30, 2017
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Contracts Cash Flow
Other current assets
 
$
1.2

 
$
—

 
Accrued expenses
 
$
24.7

 
$
55.7

Foreign Exchange Contracts Cash Flow
Other current assets
 
7.4

 
4.1

 
Accrued expenses
 
4.0

 
33.4

 
LT other assets
 
0.5

 
—

 
LT other liabilities
 
0.6

 
5.2

Net Investment Hedge
Other current assets
 
10.1

 
6.6

 
Accrued expenses
 
3.5

 
7.0

 
LT other assets
 
—

 
—

 
LT other liabilities
 
12.6

 
5.8

Non-derivative designated as hedging instrument:
 
 
 
 
 
 
 
 
 
 
 
Net Investment Hedge
 
 
—

 
—

 
Short-term borrowings
 
932.3

 
—

Total designated as hedging
 
 
$
19.2

 
$
10.7

 
 
 
$
977.7

 
$
107.1

Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
Foreign Exchange Contracts
Other current assets
 
$
9.4

 
$
7.3

 
Accrued expenses
 
$
12.5

 
$
6.9

Total
 
 
$
28.6

 
$
18.0

 
 
 
$
990.2

 
$
114.0

The counterparties to all of the above mentioned financial instruments are major international financial institutions. The Company is exposed to credit risk for net exchanges under these agreements, but not for the notional amounts. The credit risk is limited to the asset amounts noted above. The Company limits its exposure and concentration of risk by contracting with diverse financial institutions and does not anticipate non-performance by any of its counterparties. Further, as more fully discussed in Note M, Fair Value Measurements, the Company considers non-performance risk of its counterparties at each reporting period and adjusts the carrying value of these assets accordingly. The risk of default is considered remote.

During the nine months ended September 29, 2018 and September 30, 2017, cash flows related to derivatives, including those that are separately discussed below, resulted in net cash received of $16.6 million and net cash paid of $4.2 million, respectively.

CASH FLOW HEDGES
There were after-tax mark-to-market losses of $44.6 million and $112.6 million as of September 29, 2018 and December 30, 2017, respectively, reported for cash flow hedge effectiveness in Accumulated other comprehensive loss. An after-tax loss of $23.8 million is expected to be reclassified to earnings as the hedged transactions occur or as amounts are amortized within the next twelve months. The ultimate amount recognized will vary based on fluctuations of the hedged currencies and interest rates through the maturity dates.

The tables below detail pre-tax amounts of derivatives designated as cash flow hedges in Accumulated other comprehensive loss for active derivatives during the periods in which the underlying hedged transactions affected earnings for the three and nine months ended September 29, 2018 and September 30, 2017: 

 
 
Third Quarter 2018
(Millions of dollars)
 
Gain (Loss)
Recorded in  OCI
 
Classification of
Gain (Loss)
Reclassified from
OCI to Income
 
Gain (Loss)
Reclassified from
OCI to Income
 
Gain (Loss)
Recognized in
Income on Amounts Excluded from Effectiveness Testing
Interest Rate Contracts
 
$
10.4

 
Interest expense
 
$
—

 
$
—

Foreign Exchange Contracts
 
$
(2.0
)
 
Cost of sales
 
$
(4.6
)
 
$
—


20
Table of Contents


 
 
Year-to-Date 2018
(Millions of dollars)
 
Gain (Loss)
Recorded in OCI
 
Classification of
Gain (Loss)
Reclassified from
OCI to Income
 
Gain (Loss)
Reclassified from
OCI to Income
 
Gain (Loss)
Recognized in
Income on Amounts Excluded from Effectiveness Testing
Interest Rate Contracts
 
$
32.2

 
Interest expense
 
$
—

 
$
—

Foreign Exchange Contracts
 
$
21.0

 
Cost of sales
 
$
(16.6
)
 
$
—


 
 
Third Quarter 2017
(Millions of dollars)
 
Gain (Loss)
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
 
$
(1.6
)
 
Interest expense
 
$
—

 
$
—

Foreign Exchange Contracts
 
$
(26.5
)
 
Cost of sales
 
$
3.6

 
$
—


 
 
Year-to-Date 2017
(Millions of dollars)
 
Gain (Loss)
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
 
$
(8.8
)
 
Interest expense
 
$
—

 
$
—

Foreign Exchange Contracts
 
$
(65.1
)
 
Cost of sales
 
$
13.3

 
$
—

 * Includes ineffective portion and amount excluded from effectiveness testing on derivatives.
A summary of the pre-tax effect of cash flow hedge accounting on the Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 29, 2018 is as follows:
 
 
Third Quarter 2018
 
Year-to-Date 2018
(Millions of dollars)
 
Cost of Sales
 
Interest Expense
 
Cost of Sales
 
Interest Expense
Total amount in the Consolidated Statements of Operations and Comprehensive Income in which the effects of the cash flow hedges are recorded
 
$
2,256.4

 
$
72.1

 
$
6,656.5

 
$
204.3

Gain (loss) on cash flow hedging relationships:
 

 
 
 

 

Foreign Exchange Contracts:
 

 
 
 

 

Hedged Items
 
$
4.6

 
$
—

 
$
16.6

 
$
—

Gain (loss) reclassified from OCI into Income
 
$
(4.6
)
 
$
—

 
$
(16.6
)
 
$
—

Interest Rate Swap Agreements:
 
 
 
 
 
 
 
 
Gain (loss) reclassified from OCI into Income 1
 
$
—

 
$
(3.8
)
 
$
—

 
$
(11.3
)
1 Inclusive of the gain/loss amortization on terminated derivative financial instruments.

For the three and nine months ended September 30, 2017, the hedged items’ impact to the Consolidated Statements of Operations and Comprehensive Income was a loss of $3.6 million and $13.3 million, respectively in Cost of sales. There was no impact related to the interest rate contracts' hedged items for all periods presented.

An after-tax loss of $4.1 million was reclassified from Accumulated other comprehensive loss into earnings (inclusive of the gain/loss amortization on terminated derivative instruments) for the three months ended September 29, 2018. For the three months ended September 30, 2017 there was no net impact for hedged items. An after-tax loss of $15.8 million and an after-tax gain of $1.4 million was reclassified from Accumulated other comprehensive loss into earnings (inclusive of the gain/loss amortization on terminated derivative instruments) for the nine months ended September 29, 2018 and September 30, 2017, respectively, during the periods in which the underlying hedged transactions affected earnings.

Interest Rate Contracts: The Company enters into interest rate swap agreements in order to obtain the lowest cost source of funds within a targeted range of variable to fixed-debt proportions. At September 29, 2018 and December 30, 2017, the Company had forward starting interest rate swaps on $400 million of future debt issuances which were executed in 2014. The objective of the hedges is to offset the expected variability on future payments associated with the interest rate on debt instruments expected to be

21
Table of Contents

issued in 2018. Gains or losses on the swaps are recorded in Accumulated other comprehensive loss and will be subsequently reclassified into earnings as interest expense as the future interest expense on debt is recognized in earnings.

Foreign Currency Contracts

Forward Contracts: Through its global businesses, the Company enters into transactions and makes investments denominated in multiple currencies that give rise to foreign currency risk. The Company and its subsidiaries regularly purchase inventory from subsidiaries with functional currencies different than their own, which creates currency-related volatility in the Company’s results of operations. The Company utilizes forward contracts to hedge these forecasted purchases and sales of inventory. Gains and losses reclassified from Accumulated other comprehensive loss are recorded in Cost of sales as the hedged item affects earnings. There are no components excluded from the assessment of effectiveness for these contracts. At September 29, 2018 and December 30, 2017, the notional value of forward currency contracts outstanding was $223.7 million and $559.9 million, respectively, maturing on various dates through 2019.

Purchased Option Contracts: The Company and its subsidiaries have entered into various intercompany transactions whereby the notional values are denominated in currencies other than the functional currencies of the party executing the trade. In order to better match the cash flows of its intercompany obligations with cash flows from operations, the Company enters into purchased option contracts. Gains and losses reclassified from Accumulated other comprehensive loss are recorded in Cost of sales as the hedged item affects earnings. There are no components excluded from the assessment of effectiveness for these contracts. As of September 29, 2018 and December 30, 2017, the notional value of purchased option contracts was $430.0 million and $400.0 million, respectively, maturing on various dates through 2019.
FAIR VALUE HEDGES

Interest Rate Risk: In an effort to optimize the mix of fixed versus floating rate debt in the Company’s capital structure, the Company enters into interest rate swaps. In prior years, the Company entered into interest rate swaps related to certain of its notes payable which were subsequently terminated. Amortization of the gain/loss on previously terminated swaps is reported as a reduction of interest expense. Prior to termination, the changes in the fair value of the swaps and the offsetting changes in fair value related to the underlying notes were recognized in earnings. As of September 29, 2018 and December 30, 2017, the Company did not have any active fair value interest rate swaps.

A summary of the pre-tax effect of fair value hedge accounting on the Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 29, 2018 is as follows:
 (Millions of dollars)
Third Quarter 2018 Interest Expense
 
Year-to-Date 2018
Interest Expense
Total amount in the Consolidated Statements of Operations and Comprehensive Income in which the effects of the fair value hedges are recorded
$
72.1

 
$
204.3

Amortization of gain on terminated swaps
$
(0.8
)
 
$
(2.4
)
Amortization of the gain on terminated swaps of $0.8 million and $2.4 million is reported as a reduction of interest expense for the three and nine months ended September 30, 2017, respectively.

A summary of the amounts recorded in the Condensed Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges for the nine months ended September 29, 2018 is as follows:
 (Millions of dollars)
 
Carrying Amount of Hedged Liability (1)
 
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liability
Current Maturities of Long-Term Debt
 
$
—

 
Terminated Swaps
 
$
3.2

Long-Term Debt
 
$
1,342.0

 
Terminated Swaps
 
$
(9.2
)
(1) Represents hedged items no longer designated in qualifying fair value hedging relationships.  
NET INVESTMENT HEDGES

The Company utilizes net investment hedges to offset the translation adjustment arising from re-measurement of its investment in the assets and liabilities of its foreign subsidiaries. The total after-tax amounts in Accumulated other comprehensive loss were gains of $45.1 million and $3.4 million at September 29, 2018 and December 30, 2017, respectively.


22
Table of Contents

As of September 29, 2018, the Company had foreign exchange forward contracts maturing on various dates in 2018 with notional values totaling $705.7 million outstanding hedging a portion of its British pound sterling, Swedish krona, Euro and Canadian dollar denominated net investments; a cross currency swap with a notional value totaling $250.0 million maturing in 2023 hedging a portion of its Japanese yen denominated net investment; an option contract with a notional value totaling $36.2 million maturing in 2018 hedging a portion of its Mexican peso denominated net investment; and Euro denominated commercial paper with a value of $932.3 million maturing in 2018 hedging a portion of its Euro denominated net investments. As of December 30, 2017, the Company had foreign exchange contracts maturing on various dates through 2018 with notional values totaling $751.2 million outstanding hedging a portion of its British pound sterling, Mexican peso, Swedish krona, Euro and Canadian dollar denominated net investments, and a cross currency swap with a notional value totaling $250.0 million maturing in 2023 hedging a portion of its Japanese yen denominated net investment.

Maturing foreign exchange contracts resulted in net cash received of $15.2 million and net cash paid of $31.6 million for the nine months ended September 29, 2018 and September 30, 2017, respectively.

Gains and losses on net investment hedges remain in Accumulated other comprehensive income (loss) until disposal of the underlying assets. Upon adoption of ASU 2017-12, gains and losses representing components excluded from the assessment of effectiveness are recognized in earnings in Other, net on a straight-line basis over the term of the hedge. Prior to the adoption of ASU 2017-12, no components were excluded from the assessment of effectiveness. Refer to Note B, New Accounting Standards, for further discussion.

The pre-tax gain or loss from fair value changes for the three and nine ended September 29, 2018 and September 30, 2017 was as follows:
 
 
Third Quarter 2018
(Millions of Dollars)
 
Total Gain (Loss) Recorded in OCI
 
Excluded Component Recorded in OCI
 
Income Statement Classification
 
Total Gain (Loss) Reclassified from OCI to Income
 
Excluded Component Amortized from OCI to Income
Forward Contracts
 
$
(2.6
)
 
$
1.1

 
Other, net
 
$
2.3

 
$
2.3

Cross Currency Swap
 
$
6.0

 
$
1.4

 
Other, net
 
$
1.7

 
$
1.7

Option Contracts
 
$
(2.4
)
 
$
—

 
Other, net
 
$
—

 
$
—

Non-derivative designated as Net Investment Hedge
 
$
2.9

 
$
—

 
Other, net
 
$
—

 
$
—

 
 
Year-to-Date 2018
(Millions of Dollars)
 
Total Gain (Loss) Recorded in OCI
 
Excluded Component Recorded in OCI
 
Income Statement Classification
 
Total Gain (Loss) Reclassified from OCI to Income
 
Excluded Component Amortized from OCI to Income
Forward Contracts
 
$
29.6

 
$
7.3

 
Other, net
 
$
6.4

 
$
6.4

Cross Currency Swap
 
$
(1.1
)
 
$
9.7

 
Other, net
 
$
5.1

 
$
5.1

Option Contracts
 
$
(3.3
)
 
$
—

 
Other, net
 
$
—

 
$
—

Non-derivative designated as Net Investment Hedge
 
$
41.8

 
$
—

 
Other, net
 
$
—

 
$
—


 
 
Third Quarter 2017
 
Year-to-Date 2017
(Millions of Dollars)
 
Amount
Recorded in  OCI
Gain (Loss)
 
Effective Portion
Recorded in 
Income
Statement
 
Ineffective
Portion*
Recorded in Income
Statement
 
Amount
Recorded in  OCI
Gain (Loss)
 
Effective Portion
Recorded in 
Income
Statement
 
Ineffective
Portion*
Recorded in Income
Statement
Other, net
 
$
(42.3
)
 
$
—

 
$
—

 
$
(131.3
)
 
$
—

 
$
—

*Includes ineffective portion and amount excluded from effectiveness testing.

UNDESIGNATED HEDGES
Foreign Exchange Contracts: Foreign exchange forward contracts are used to reduce risks arising from the change in fair value of certain foreign currency denominated assets and liabilities (such as affiliate loans, payables and receivables). The objective is to minimize the impact of foreign currency fluctuations on operating results. The total notional amount of the forward contracts outstanding at September 29, 2018 was $1.4 billion, maturing on various dates through 2019. The total notional amount of the

23
Table of Contents

forward contracts outstanding at December 30, 2017 was $1.0 billion, maturing on various dates through 2018. The impacts of changes in the fair value related to derivatives not designated as hedging instruments under ASC 815 for the three and nine months ended September 29, 2018 and September 30, 2017 are as follows: 
(Millions of Dollars)
Income Statement
Classification
 
Third Quarter 2018
Amount of Gain (Loss)
Recorded in Income on
Derivative
 
Year-to-Date 2018
Amount of Gain (Loss)
Recorded in Income on
Derivative
Foreign Exchange Contracts
Other, net
 
$
(5.9
)
 
$
9.0


(Millions of Dollars)
Income Statement
Classification
 
Third Quarter 2017
Amount of Gain (Loss)
Recorded in Income on
Derivative
 
Year-to-Date 2017
Amount of Gain (Loss)
Recorded in Income on
Derivative
Foreign Exchange Contracts
Other, net
 
$
13.9

 
$
43.6



J.    EQUITY ARRANGEMENTS

In April 2018, the Company repurchased 1,399,732 shares of common stock for approximately $200.0 million. In July 2018, the Company repurchased 2,086,792 shares of common stock for approximately $300.0 million.

In March 2018, the Company purchased from a financial institution “at-the-money” capped call options with an approximate term of three years, on 3.2 million shares of its common stock (subject to customary anti-dilution adjustments) for an aggregate premium of $57.3 million, or an average of $17.96 per share. The premium paid was recorded as a reduction of Shareowners’ equity. The purpose of the capped call options is to hedge the risk of stock price appreciation between the lower and upper strike prices of the capped call options for a future share repurchase.

The capped call has an initial lower strike price of $156.86 and an upper strike price of $203.92, which is approximately 30% higher than the closing price of the Company's common stock on March 13, 2018. As of September 29, 2018, due to the customary anti-dilution provisions, the capped call transactions had an adjusted lower strike price of $156.83 and an adjusted upper strike price of $203.88. The aggregate fair value of the options at September 29, 2018 was $46.2 million.

The capped call transactions may be settled by net share settlement (the default settlement method) or, at the Company’s option and subject to certain conditions, cash settlement, physical settlement or modified physical settlement. The number of shares the Company will receive will be determined by the terms of the contracts using a volume-weighted-average price calculation for the market value of the Company's common stock, over an averaging period. The market value determined will then be measured against the applicable strike price of the capped call transactions.

In March 2015, the Company entered into a forward share purchase contract with a financial counterparty for 3,645,510 shares of common stock. The contract obligates the Company to pay $350.0 million, plus an additional amount related to the forward component of the contract. In June 2018, the Company amended the settlement date to April 2021, or earlier at the Company's option. The reduction of common shares outstanding was recorded at the inception of the forward share purchase contract in March 2015 and factored into the calculation of weighted-average shares outstanding at that time.

$750 Million Equity Units and Capped Call Transactions

In May 2017, the Company issued 7,500,000 Equity Units with a total notional value of $750.0 million (“$750 million Equity Units”). Each unit has a stated amount of $100 and initially consists of a three-year forward stock purchase contract (“2020 Purchase Contracts”) for the purchase of a variable number of shares of common stock, on May 15, 2020, for a price of $100, and a 10% beneficial ownership interest in one share of 0% Series C Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $1,000 per share (“Series C Preferred Stock”). The Company received approximately $727.5 million in cash proceeds from the $750 million Equity Units, net of underwriting costs and commissions, before offering expenses, and issued 750,000 shares of Series C Preferred Stock, recording $750.0 million in preferred stock. The proceeds were used for general corporate purposes, including repayment of short-term borrowings. The Company also used $25.1 million of the proceeds to enter into capped call transactions utilized to hedge potential economic dilution as described in more detail below.


24
Table of Contents

Convertible Preferred Stock

In May 2017, the Company issued 750,000 shares of Series C Preferred Stock, without par, with a liquidation preference of $1,000 per share. The convertible preferred stock will initially not bear any dividends and the liquidation preference of the convertible preferred stock will not accrete. The convertible preferred stock has no maturity date, and will remain outstanding unless converted by holders or redeemed by the Company. Holders of shares of the convertible preferred stock will generally have no voting rights. The Series C Preferred Stock is pledged as collateral to support holders’ purchase obligations under the 2020 Purchase Contracts and can be remarketed. In connection with any successful remarketing, the Company may (but is not required to) modify certain terms of the convertible preferred stock, including the dividend rate, the conversion rate, and the earliest redemption date. After any successful remarketing in connection with which the dividend rate on the convertible preferred stock is increased, the Company will pay cumulative dividends on the convertible preferred stock, if declared by the board of directors, quarterly in arrears from the applicable remarketing settlement date.

On and after May 15, 2020, the Series C Preferred Stock may be converted into common stock at the option of the holder. The initial conversion rate was 6.1627 shares of common stock per one share of Series C Preferred Stock, which is equivalent to an initial conversion price of approximately $162.27 per share of common stock. As of September 29, 2018, due to the customary anti-dilution provisions, the conversion rate was 6.1744, equivalent to a conversion price of approximately $161.96 per share of common stock. At the election of the Company, upon conversion, the Company may deliver cash, common stock, or a combination thereof.

The Company may not redeem the Series C Preferred Stock prior to June 22, 2020. At the election of the Company, on or after June 22, 2020, the Company may redeem for cash, all or any portion of the outstanding shares of the Series C Preferred Stock at a redemption price equal to 100% of the liquidation preference, plus any accumulated and unpaid dividends. If the Company calls the Series C Preferred Stock for redemption, holders may convert their shares immediately preceding the redemption date.

2020 Purchase Contracts

The 2020 Purchase Contracts obligate the holders to purchase, on May 15, 2020, for a price of $100 in cash, a maximum number of 5.4 million shares of the Company’s common stock (subject to customary anti-dilution adjustments). The 2020 Purchase Contract holders may elect to settle their obligation early, in cash. The Series C Preferred Stock is pledged as collateral to guarantee the holders’ obligations to purchase common stock under the terms of the 2020 Purchase Contracts. The initial settlement rate determining the number of shares that each holder must purchase will not exceed the maximum settlement rate, and is determined over a market value averaging period immediately preceding May 15, 2020.

The initial maximum settlement rate of 0.7241 was calculated using an initial reference price of $138.10, equal to the last reported sale price of the Company's common stock on May 11, 2017. As of September 29, 2018, due to the customary anti-dilution provisions, the maximum settlement rate was 0.7255, equivalent to a reference price of $137.84. If the applicable market value of the Company's common stock is less than or equal to the reference price, the settlement rate will be the maximum settlement rate; and if the applicable market value of common stock is greater than the reference price, the settlement rate will be a number of shares of the Company's common stock equal to $100 divided by the applicable market value. Upon settlement of the 2020 Purchase Contracts, the Company will receive additional cash proceeds of $750 million.

The Company will make quarterly payments ("Contracts Adjustment Payments") to the holders of the 2020 Purchase Contracts at a rate of 5.375% per annum, payable quarterly in arrears on February 15, May 15, August 15 and November 15, commencing August 15, 2017. The $117.1 million present value of the Contract Adjustment Payments reduced Shareowners’ Equity at inception. As each quarterly Contract Adjustment Payment is made, the related liability is reduced and the difference between the cash payments and the present value will accrete to interest expense, approximately $1.3 million per year over the three-year term. As of September 29, 2018, the present value of the Contract Adjustment Payments was $68.5 million.

The holders can settle the purchase contracts early, for cash, subject to certain exceptions and conditions in the prospectus supplement. Upon early settlement of any purchase contracts, the Company will deliver the number of shares of its common stock equal to 85% of the number of shares of common stock that would have otherwise been deliverable.

2017 Capped Call Transactions

In order to offset the potential economic dilution associated with the common shares issuable upon conversion of the Series C Preferred Stock, to the extent that the conversion value of the convertible preferred stock exceeds its liquidation preference, the Company entered into capped call transactions with three major financial institutions.


25
Table of Contents

The capped call transactions have a term of approximately three years and are intended to cover the number of shares issuable upon conversion of the Series C Preferred Stock. Subject to customary anti-dilution adjustments, the capped call had an initial lower strike price of $162.27, which corresponds to the minimum 6.1627 settlement rate of the Series C Preferred Stock, and an upper strike price of $179.53, which is approximately 30% higher than the closing price of the Company's common stock on May 11, 2017. As of September 29, 2018, due to the customary anti-dilution provisions, the capped call transactions had an adjusted lower strike price of $161.96 and an adjusted upper strike price of $179.19.

The capped call transactions may be settled by net share settlement (the default settlement method) or, at the Company’s option and subject to certain conditions, cash settlement, physical settlement or modified physical settlement. The number of shares the Company will receive will be determined by the terms of the contracts using a volume-weighted-average price calculation for the market value of the Company's common stock, over an averaging period. The market value determined will then be measured against the applicable strike price of the capped call transactions. The Company expects the capped call transactions to offset the potential dilution upon conversion of the Series C Preferred Stock if the calculated market value is greater than the lower strike price but less than or equal to the upper strike price of the capped call transactions. Should the calculated market value exceed the upper strike price of the capped call transactions, the dilution mitigation will be limited based on such capped value as determined under the terms of the contracts.

With respect to the impact on the Company, the 2017 capped call transactions and $750 million Equity Units, when taken together, result in the economic equivalent of having the conversion price on $750 million Equity Units at $179.19, the upper strike of the capped call as of September 29, 2018.

In May 2017, the Company paid $25.1 million, or an average of $5.43 per option, to enter into capped call transactions on 4.6 million shares of common stock. The $25.1 million premium paid was a reduction of Shareowners’ Equity. The aggregate fair value of the options at September 29, 2018 was $24.4 million.

K.    ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables summarize the changes in the balances for each component of Accumulated other comprehensive loss:
(Millions of Dollars)
 
Currency translation adjustment and other1
 
Unrealized gains (losses) on cash flow hedges, net of tax
 
Unrealized gains (losses) on net investment hedges, net of tax
 
Pension gains (losses), net of tax
 
Total
Balance - December 30, 2017
 
$
(1,108.2
)
 
$
(112.6
)
 
$
3.4

 
$
(371.7
)
 
$
(1,589.1
)
Other comprehensive (loss) income before reclassifications
 
(286.7
)
 
52.2

 
50.5

 
6.5

 
(177.5
)
Reclassification adjustments to earnings
 
—

 
15.8

 
(8.8
)
 
8.4

 
15.4

Net other comprehensive (loss) income
 
(286.7
)
 
68.0

 
41.7

 
14.9

 
(162.1
)
Balance - September 29, 2018
 
$
(1,394.9
)
 
$
(44.6
)
 
$
45.1

 
$
(356.8
)
 
$
(1,751.2
)
1Certain prior year amounts have been recast as a result of the adoption of the new revenue standard. Refer to Note B, New Accounting Standards, for further discussion.

(Millions of Dollars)
 
Currency translation adjustment and other1
 
Unrealized gains (losses) on cash flow hedges, net of tax
 
Unrealized gains (losses) on net investment hedges, net of tax
 
Pension gains (losses), net of tax
 
Total
Balance - December 31, 2016
 
$
(1,586.7
)
 
$
(46.3
)
 
$
88.6

 
$
(377.2
)
 
$
(1,921.6
)
Other comprehensive income (loss) before reclassifications
 
449.7

 
(69.4
)
 
(85.3
)
 
(19.0
)
 
276.0

Adjustments related to sales of businesses
 
4.7

 
—

 
—

 
2.6

 
7.3

Reclassification adjustments to earnings
 
—

 
(1.4
)
 
—

 
17.7

 
16.3

Net other comprehensive income (loss)
 
454.4

 
(70.8
)
 
(85.3
)
 
1.3

 
299.6

Balance - September 30, 2017
 
$
(1,132.3
)
 
$
(117.1
)
 
$
3.3

 
$
(375.9
)
 
$
(1,622.0
)
1Certain prior year amounts have been recast as a result of the adoption of the new revenue standard. Refer to Note B, New Accounting Standards, for further discussion.


26
Table of Contents

The reclassifications out of Accumulated other comprehensive loss for the nine months ended September 29, 2018 and September 30, 2017 were as follows:
(Millions of Dollars)
 
2018
 
2017
 
Affected line item in Consolidated Statements of Operations And Comprehensive Income
Realized (losses) gains on cash flow hedges
 
$
(16.6
)
 
$
13.3

 
Cost of sales
Realized losses on cash flow hedges
 
(11.3
)
 
(11.3
)
 
Interest expense
Total before taxes
 
$
(27.9
)
 
$
2.0

 
 
Tax effect
 
12.1

 
(0.6
)
 
Income taxes
Realized (losses) gains on cash flow hedges, net of tax
 
$
(15.8
)
 
$
1.4

 
 
 
 
 
 
 
 
 
Realized gains on net investment hedges
 
$
11.5

 
$
—

 
Other, net
Tax effect
 
(2.7
)
 
—

 
Income taxes
Realized gains on net investment hedges, net of tax
 
$
8.8

 
$
—

 
 
 
 
 
 
 
 
 
Amortization of defined benefit pension items:
 
 
 
 
 
 
Actuarial losses and prior service costs / credits
 
$
(11.2
)
 
$
(12.1
)
 
Other, net
Settlement loss
 
—

 
(12.8
)
 
Other, net
Total before taxes
 
$
(11.2
)
 
$
(24.9
)
 
 
Tax effect
 
2.8

 
7.2

 
Income taxes
Amortization of defined benefit pension items, net of tax
 
$
(8.4
)
 
$
(17.7
)
 
 

L.    NET PERIODIC BENEFIT COST — DEFINED BENEFIT PLANS
Following are the components of net periodic pension (benefit) expense for the three and nine months ended September 29, 2018 and September 30, 2017:
 
Third Quarter
 
Pension Benefits
 
Other Benefits
 
U.S. Plans
 
Non-U.S. Plans
 
All Plans
(Millions of Dollars)
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Service cost
$
1.8

 
$
2.1

 
$
3.8

 
$
3.6

 
$
0.1

 
$
0.1

Interest cost
10.7

 
10.8

 
7.0

 
7.5

 
0.4

 
0.5

Expected return on plan assets
(17.2
)
 
(16.1
)
 
(11.4
)
 
(11.6
)
 
(0.3
)
 
—

Amortization of prior service cost (credit)
0.3

 
0.4

 
(0.4
)
 
(0.3
)
 
—

 
(0.3
)
Amortization of net loss
2.0

 
2.0

 
1.8

 
2.3

 
—

 
—

Settlement / curtailment loss
—

 
—

 
0.1

 
—

 
—

 
—

Net periodic pension (benefit) expense
$
(2.4
)
 
$
(0.8
)
 
$
0.9

 
$
1.5

 
$
0.2

 
$
0.3

 
Year-to-Date
 
Pension Benefits
 
Other Benefits
 
U.S. Plans
 
Non-U.S. Plans
 
All Plans
(Millions of Dollars)
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Service cost
$
5.6

 
$
6.5

 
$
11.5

 
$
10.2

 
$
0.4

 
$
0.4

Interest cost
32.1

 
32.4

 
21.7

 
21.6

 
1.2

 
1.2

Expected return on plan assets
(51.5
)
 
(48.3
)
 
(35.4
)
 
(33.8
)
 
—

 
—

Amortization of prior service cost (credit)
0.8

 
0.9

 
(1.0
)
 
(0.9
)
 
(1.0
)
 
(1.0
)
Amortization of net loss
5.9

 
6.2

 
6.5

 
6.9

 
—

 
—

Settlement / curtailment loss
—

 
—

 
0.3

 
12.8

 
—

 
—

Net periodic pension (benefit) expense
$
(7.1
)
 
$
(2.3
)
 
$
3.6

 
$
16.8

 
$
0.6

 
$
0.6


27
Table of Contents


In accordance with the adoption of ASU 2017-07, the components of net periodic benefit cost other than the service cost component are included in Other, net in the Consolidated Statements of Operations and Comprehensive Income.
For the nine months ended September 30, 2017, the Company recorded pre-tax charges of approximately $12.8 million, reflecting losses previously reported in accumulated other comprehensive loss related to a non-U.S. pension plan for which the Company settled its obligation by purchasing an annuity and making lump sum payments to participants.

M.    FAIR VALUE MEASUREMENTS
ASC 820, Fair Value Measurement, defines, establishes a consistent framework for measuring, and expands disclosure requirements about fair value. ASC 820 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:
Level 1 — Quoted prices for identical instruments in active markets.
Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs and significant value drivers are observable.
Level 3 — Instruments that are valued using unobservable inputs.
The Company is exposed to market risk from changes in foreign currency exchange rates, interest rates, stock prices and commodity prices. The Company holds various financial instruments to manage these risks. These financial instruments are carried at fair value and are included within the scope of ASC 820. The Company determines the fair value of these financial instruments through the use of matrix or model pricing, which utilizes observable inputs such as market interest and currency rates. When determining fair value for which Level 1 evidence does not exist, the Company considers various factors including the following: exchange or market price quotations of similar instruments, time value and volatility factors, the Company’s own credit rating and the credit rating of the counter-party.
The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis for each of the hierarchy levels:
(Millions of Dollars)
Total Carrying Value
 
Level 1
 
Level 2
 
Level 3
September 29, 2018
 
 
 
 
 
 
 
Money market fund
$
10.9

 
$
10.9

 
$
—

 
$
—

Derivative assets
$
28.6

 
$
—

 
$
28.6

 
$
—

Derivative liabilities
$
57.9

 
$
—

 
$
57.9

 
$
—

Non-derivative hedging instrument
$
932.3

 
$
—

 
$
932.3

 
$
—

Contingent consideration liability
$
172.4

 
$
—

 
$
—

 
$
172.4

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

The following table provides information about the Company's financial assets and liabilities not carried at fair value.
 
September 29, 2018
 
December 30, 20171
(Millions of Dollars)
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Other investments
$
7.6

 
$
7.8

 
$
7.6

 
$
7.9

Long-term debt, including current portion
$
3,810.2

 
$
3,898.2

 
$
3,805.7

 
$
3,991.0

1Certain prior year amounts have been recast as a result of the adoption of the new revenue standard. Refer to Note B, New Accounting Standards, for further discussion.
The money market fund and other investments related to the West Coast Loading Corporation ("WCLC") trust are considered Level 1 instruments within the fair value hierarchy. The long-term debt instruments are considered Level 2 instruments and are

28
Table of Contents

measured using a discounted cash flow analysis based on the Company’s marginal borrowing rates. The differences between the carrying values and fair values of long-term debt are attributable to the stated interest rates differing from the Company's marginal borrowing rates. The fair values of the Company's variable rate short-term borrowings approximate their carrying values at September 29, 2018 and December 30, 2017. The fair values of the derivative financial instruments in the table above are based on current settlement values.
As discussed in Note F, Acquisitions, the Company recorded a contingent consideration liability relating to the Craftsman® brand acquisition representing the Company's obligation to make future payments to Sears Holdings of between 2.5% and 3.5% on sales of Craftsman products in new Stanley Black & Decker channels through March 2032, valued at $134.5 million as of the acquisition date. The first payment is due the first quarter of 2020 relating to royalties owed for the previous eleven quarters, and future payments will be due quarterly through the first quarter of 2032. The estimated fair value of the contingent consideration liability is determined using a discounted cash flow analysis taking into consideration future sales projections, forecasted payments to Sears Holdings based on contractual royalty rates, and the related tax impacts.
The estimated fair value of the contingent consideration liability was $172.4 million and $114.0 million as of September 29, 2018 and December 30, 2017, respectively. The change in fair value was primarily driven by lower expected tax benefits of future payments to Sears Holdings as a result of the recently enacted U.S. tax legislation. Approximately $38 million of the change in fair value was recorded in Selling, general and administrative in the Consolidated Statements of Operations and Comprehensive Income, while approximately $20 million was recorded in goodwill as an acquisition-date fair value adjustment. A 100 basis point reduction in the discount rate would result in an increase to the liability of approximately $9 million as of September 29, 2018.
The Company had no significant non-recurring fair value measurements, nor any other financial assets or liabilities measured using Level 3 inputs, during the first nine months of 2018 or 2017.
As discussed in Note D, Accounts And Notes Receivable, the Company had a deferred purchase price receivable related to sales of trade receivables. The deferred purchase price receivable was settled in full in January 2018, and historically was repaid in cash as receivables were collected, generally within 30 days. The carrying value of the receivable as of December 30, 2017 approximated fair value.
Refer to Note I, Financial Instruments, for more details regarding derivative financial instruments, Note R, Commitments and Contingencies, for more details regarding the other investments related to the WCLC trust, and Note H, Long-Term Debt and Financing Arrangements, for more information regarding the carrying values of the long-term debt.

N.    OTHER COSTS AND EXPENSES
Other, net is primarily comprised of intangible asset amortization expense, currency-related gains or losses, environmental remediation expense, acquisition-related transaction and consulting costs, and certain pension gains or losses. During the three and nine months ended September 29, 2018, Other, net included $8.4 million and $23.7 million in acquisition-related transaction and consulting costs, respectively. In addition, Other, net included a $77.7 million environmental remediation charge recorded in the second quarter of 2018 related to a settlement with the Environmental Protection Agency ("EPA"). Refer to Note R, Commitments and Contingencies, for further discussion of the EPA settlement. During the three and nine months ended September 30, 2017, Other, net included $5.4 million and $51.0 million of acquisition-related transaction and consulting costs, respectively.

O.    RESTRUCTURING CHARGES
A summary of the restructuring reserve activity from December 30, 2017 to September 29, 2018 is as follows: 
(Millions of Dollars)
December 30,
2017
 
Net Additions
 
Usage
 
Currency
 
September 29,
2018
Severance and related costs
$
20.0

 
$
53.6

 
$
(35.7
)
 
$
(0.8
)
 
$
37.1

Facility closures and asset impairments
3.2

 
4.5

 
(6.6
)
 
—

 
1.1

Total
$
23.2

 
$
58.1


$
(42.3
)
 
$
(0.8
)
 
$
38.2

For the nine months ended September 29, 2018, the Company recognized net restructuring charges of $58.1 million. This amount reflects $53.6 million of net severance charges associated with the reduction of approximately 1,563 employees and $4.5 million of facility closure and other restructuring costs.

29
Table of Contents

For the three months ended September 29, 2018, the Company recognized net restructuring charges of $21.8 million. This amount reflects $20.8 million of net severance charges associated with the reduction of approximately 563 employees. The Company also had $1.0 million of facility closure and other restructuring costs.
The majority of the $38.2 million of reserves remaining as of September 29, 2018 is expected to be utilized within the next 12 months.

Segments: The $58 million of net restructuring charges for the nine months ended September 29, 2018 includes: $25 million pertaining to the Tools & Storage segment; $8 million pertaining to the Industrial segment; $21 million pertaining to the Security segment; and $4 million pertaining to Corporate.

The $22 million of net restructuring charges for the three months ended September 29, 2018 includes: $10 million pertaining to the Tools & Storage segment; $3 million pertaining to the Industrial segment and $9 million pertaining to the Security segment.

P.
INCOME TAXES

The Company recognized income tax expense of $56.6 million and $139.3 million for the three and nine months ended September 29, 2018, resulting in effective tax rates of 18.6% and 16.4%, respectively. Excluding the impacts of the aforementioned EPA settlement in the second quarter of 2018, the tax charge recorded in the first quarter of 2018 related to the recently enacted U.S. tax legislation, and the acquisition-related charges, the effective tax rates were 19.5% and 15.6% for the three and nine months ended September 29, 2018, respectively. These effective tax rates differ from the U.S. statutory tax rate during these periods primarily due to tax on foreign earnings and the effective settlements of income tax audits.

The Company recognized income tax expense of $79.9 million and $240.3 million for the three and nine months ended September 30, 2017, respectively, resulting in effective tax rates of 22.5% and 20.3%, respectively. The effective tax rates differed from the U.S. statutory tax rate during these periods primarily due to a portion of the Company’s earnings being realized in lower-taxed foreign jurisdictions, the utilization of U.S. tax attributes during the first quarter of 2017 due to the divestiture of the mechanical security businesses, the favorable settlement of certain income tax audits during the second quarter of 2017, and the acceleration of certain tax credits resulting in a tax benefit during the third quarter of 2017. Non-deductible transaction costs and other acquisition-related restructuring items partially offset the net tax benefits mentioned above for the three and nine months ended September 30, 2017. Excluding the tax impact of the divestitures and acquisition-related charges for the three and nine months ended September 30, 2017, the effective tax rates were 23.0% and 23.7%, respectively.

The Company is subject to examinations by taxing authorities in U.S. federal, state, and foreign jurisdictions. The Company considers many factors when evaluating and estimating its tax positions and the impact on income tax expense, which may require periodic adjustments and which may not accurately anticipate actual outcomes. It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company's unrecognized tax positions will significantly increase or decrease within the next 12 months. However, based on the uncertainties associated with litigation and the status of examinations, including the protocols of finalizing audits by the relevant tax authorities which could include formal legal proceedings, it is not possible to reasonably estimate the impact of any such change.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act. As of September 29, 2018, the Company has not completed its accounting for the tax effects of the enactment of the Act; however, in certain cases (as described below), the Company has made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax. In other cases, the Company has not been able to make a reasonable estimate and continues to account for those items based on its existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment.

During the first quarter of 2018, the Company recorded a provisional charge of $23.1 million as an adjustment to the provisional amounts recorded at December 30, 2017 related to the re-measurement of deferred tax assets and liabilities, and liabilities for unrecognized tax benefits. The provisional charges were included as a component of income taxes on the Consolidated Statements of Operations and Comprehensive Income.

The Company operates in many countries throughout the world through numerous subsidiaries. In order to complete the accounting associated with the Act, the Company will continue to accumulate the relevant data, refine computational elements, monitor and analyze U.S. federal and state guidance if and when issued, and adjust its provisional estimates accordingly. Any such adjustments could be material to income tax expense. The Company will complete its analysis of the Act in the fourth quarter of 2018. 

30
Table of Contents


Provisional amounts

Deferred tax assets and liabilities: The Company remeasured certain deferred tax assets and liabilities based on the U.S. tax rates at which they are expected to become realized in the future. The provisional amount recorded in 2017 related to the re-measurement of its deferred tax balances resulted in a decrease to tax expense of approximately $252.5 million as of December 30, 2017. Upon further analysis of certain aspects of the Act and refinement of the calculations during the first quarter of 2018, the Company adjusted the provisional amount by $17.4 million as an increase to tax expense, which is included as a component of income taxes on the Consolidated Statements of Operations and Comprehensive Income. The Company is continuing to analyze certain aspects of the Act and refining its estimate, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts.

International provision tax effects: As of December 30, 2017, the Company recorded a provisional amount for the one-time transition tax on undistributed foreign earnings, resulting in an increase to income tax expense of $276.1 million comprised of an accrued provisional income tax payable of approximately $460.7 million, partially offset by the reversal of the deferred tax liability of approximately $184.6 million associated with certain legacy Black & Decker unremitted foreign earnings and profits which were previously designated as not being indefinitely reinvested. The remaining deferred tax liability on unremitted foreign earnings of $4.9 million represents withholding taxes which will become payable upon distribution. The Company is continuing to analyze certain aspects of the Act and refining its estimate, which may change materially due to changes in interpretations and assumptions the Company has made, new guidance that may be issued in the future, and actions the Company may take as a result of the new legislation.

Q.    BUSINESS SEGMENTS AND GEOGRAPHIC AREAS

The Company's operations are classified into three reportable business segments, which also represent its operating segments: Tools & Storage, Industrial and Security.

The Tools & Storage segment is comprised of the Power Tools & Equipment ("PTE") and Hand Tools, Accessories & Storage ("HTAS") businesses. The PTE business includes both professional and consumer products. Professional products include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders, as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, concrete and masonry anchors. Consumer products include corded and cordless electric power tools sold primarily under the BLACK+DECKER brand, lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, edgers and related accessories, and home products such as hand-held vacuums, paint tools and cleaning appliances. The HTAS business sells hand tools, power tool accessories and storage products. Hand tools include measuring, leveling and layout tools, planes, hammers, demolition tools, clamps, vises, knives, saws, chisels and industrial and automotive tools. Power tool accessories include drill bits, screwdriver bits, router bits, abrasives, saw blades and threading products. Storage products include tool boxes, sawhorses, medical cabinets and engineered storage solution products.

The Industrial segment is comprised of the Engineered Fastening and Infrastructure businesses. The Engineered Fastening business primarily sells engineered fastening products and systems designed for specific applications. The product lines include blind rivets and tools, blind inserts and tools, drawn arc weld studs and systems, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, and high-strength structural fasteners. The Infrastructure business consists of the Oil & Gas and Hydraulics businesses. The Oil & Gas business sells and rents custom pipe handling, joint welding and coating equipment used in the construction of large and small diameter pipelines, and provides pipeline inspection services. The Hydraulics business sells hydraulic tools and accessories.

The Security segment is comprised of the Convergent Security Solutions ("CSS") and Mechanical Access Solutions ("MAS") businesses. The CSS business designs, supplies and installs commercial electronic security systems and provides electronic security services, including alarm monitoring, video surveillance, fire alarm monitoring, systems integration and system maintenance. Purchasers of these systems typically contract for ongoing security systems monitoring and maintenance at the time of initial equipment installation. The business also sells healthcare solutions, which include asset tracking, infant protection, pediatric protection, patient protection, wander management, fall management, and emergency call products. The MAS business primarily sells automatic doors.

The Company utilizes segment profit, which is defined as net sales minus cost of sales and SG&A inclusive of the provision for doubtful accounts (aside from corporate overhead expense), and segment profit as a percentage of net sales to assess the profitability of each segment. Segment profit excludes the corporate overhead expense element of SG&A, other, net (inclusive of intangible asset amortization expense), gain or loss on sales of businesses, pension settlement, restructuring charges, interest

31
Table of Contents

expense, interest income, and income taxes. Refer to Note O, Restructuring Charges, for the amount of net restructuring charges by segment. Corporate overhead is comprised of world headquarters facility expense, cost for the executive management team and cost for certain centralized functions that benefit the entire Company but are not directly attributable to the businesses, such as legal and corporate finance functions. Transactions between segments are not material. Segment assets primarily include cash, accounts receivable, inventory, other current assets, property, plant and equipment, intangible assets and other miscellaneous assets. Net sales and long-lived assets are attributed to the geographic regions based on the geographic locations of the end customer and the Company subsidiary, respectively.
 
Third Quarter
 
Year-to-Date
(Millions of Dollars)
2018
 
20171
 
2018
 
20171
NET SALES

 

 
 
 
 
Tools & Storage
$
2,448.0

 
$
2,369.2

 
$
7,231.6

 
$
6,571.5

Industrial
562.0

 
510.9

 
1,639.3

 
1,494.0

Security
484.8

 
479.3

 
1,476.8

 
1,436.9

Total
$
3,494.8

 
$
3,359.4

 
$
10,347.7

 
$
9,502.4

SEGMENT PROFIT

 

 
 
 
 
Tools & Storage
$
356.2

 
$
394.1

 
$
1,056.2

 
$
1,050.5

Industrial
88.4

 
92.2

 
254.4

 
272.0

Security
47.4

 
54.0

 
141.0

 
156.5

Segment profit
492.0

 
540.3

 
1,451.6

 
1,479.0

Corporate overhead
(52.5
)
 
(56.2
)
 
(150.7
)
 
(150.1
)
Other, net
59.4

 
60.5

 
236.7

 
216.3

Loss (gain) on sales of businesses
—

 
3.2

 
0.8

 
(265.1
)
Pension settlement
—

 
—

 
—

 
12.8

Restructuring charges
21.8

 
19.1

 
58.1

 
42.9

Interest expense
72.1

 
57.2

 
204.3

 
164.5

Interest income
(18.7
)
 
(10.3
)
 
(50.1
)
 
(28.6
)
Earnings before income taxes
$
304.9

 
$
354.4

 
$
851.1

 
$
1,186.1

1Certain prior year amounts have been recast as a result of the adoption of the new revenue and pension standards. Refer to Note B, New Accounting Standards, for further discussion.

As described in Note A, Significant Accounting Policies, the Company recognizes revenue at a point in time from the sale of tangible products or over time depending on when the performance obligation is satisfied. For the three and nine months ended September 29, 2018 and September 30, 2017, the majority of the Company’s revenue was recognized at the time of sale. The following table provides the percent of total segment revenue recognized over time for the Industrial and Security segments for the three and nine months ended September 29, 2018 and September 30, 2017:
 
Third Quarter
 
Year-to-Date
(Millions of Dollars)
2018
 
2017
 
2018
 
2017
Industrial
12.3
%
 
15.8
%
 
11.2
%
 
13.9
%
Security
45.2
%
 
43.4
%
 
45.8
%
 
46.3
%

The following table is a further disaggregation of the Industrial segment revenue for the three and nine months ended September 29, 2018 and September 30, 2017:
 
Third Quarter
 
Year-to-Date
(Millions of Dollars)
2018
 
2017
 
2018
 
2017
Engineered Fastening
$
451.2

 
$
391.9

 
$
1,331.2

 
$
1,170.7

Infrastructure
110.8

 
119.0

 
308.1

 
323.3

Industrial
$
562.0

 
$
510.9

 
$
1,639.3

 
$
1,494.0



32
Table of Contents

The following table is a summary of total assets by segment as of September 29, 2018 and December 30, 2017:
(Millions of Dollars)
September 29,
2018
 
December 30, 20171
Tools & Storage
$
13,702.4

 
$
12,817.5

Industrial
3,913.0

 
3,413.3

Security
3,477.5

 
3,406.9

 
21,092.9

 
19,637.7

Corporate assets
(645.2
)
 
(540.0
)
Consolidated
$
20,447.7

 
$
19,097.7

1Certain prior year amounts have been recast as a result of the adoption of the new revenue standard. Refer to Note B, New Accounting Standards, for further discussion.

Corporate assets primarily consist of cash, deferred taxes and property, plant and equipment. Based on the nature of the Company's cash pooling arrangements, the corporate-related cash accounts will be in a net liability position at times.

GEOGRAPHIC AREAS

The following table is a summary of net sales by geographic area for the three and nine months ended September 29, 2018 and September 30, 2017:

 
Third Quarter
 
Year-to-Date
(Millions of Dollars)
2018
 
20171
 
2018
 
20171
United States
$
1,990.8

 
$
1,845.8

 
$
5,664.6

 
$
5,193.2

Canada
155.0

 
152.4

 
464.7

 
428.3

Other Americas
200.3

 
210.1

 
592.5

 
567.1

France
140.8

 
141.7

 
464.0

 
443.8

Other Europe
701.4

 
714.1

 
2,242.1

 
2,035.6

Asia
306.5

 
295.3

 
919.8

 
834.4

Consolidated
$
3,494.8

 
$
3,359.4

 
$
10,347.7

 
$
9,502.4

1Certain prior year amounts have been recast as a result of the adoption of the new revenue standard. Refer to Note B, New Accounting Standards, for further discussion.

R.
COMMITMENTS AND CONTINGENCIES
The Company is involved in various legal proceedings relating to environmental issues, employment, product liability, workers’ compensation claims and other matters. The Company periodically reviews the status of these proceedings with both inside and outside counsel, as well as an actuary for risk insurance. Management believes that the ultimate disposition of these matters will not have a material adverse effect on operations or financial condition taken as a whole.
In the normal course of business, the Company is a party to administrative proceedings and litigation, before federal and state regulatory agencies, relating to environmental remediation with respect to claims involving the discharge of hazardous substances into the environment, generally at current and former manufacturing facilities. In addition, some of these claims assert that the Company is responsible for damages and liability, for remedial investigation and clean-up costs, with respect to sites that have never been owned or operated by the Company but the Company has been identified as a potentially responsible party ("PRP").
In connection with the 2010 merger with Black & Decker, the Company assumed certain commitments and contingent liabilities. Black & Decker is a party to litigation and administrative proceedings with respect to claims involving the discharge of hazardous substances into the environment at current and former manufacturing facilities and has also been named as a PRP in certain administrative proceedings.
The Company, along with many other companies, has been named as a PRP in a number of administrative proceedings for the remediation of various waste sites, including 28 active Superfund sites. Current laws potentially impose joint and several liabilities upon each PRP. In assessing its potential liability at these sites, the Company has considered the following: whether

33
Table of Contents

responsibility is being disputed, the terms of existing agreements, experience at similar sites, and the Company’s volumetric contribution at these sites.
The Company’s policy is to accrue environmental investigatory and remediation costs for identified sites when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In the event that no amount in the range of probable loss is considered most likely, the minimum loss in the range is accrued. The amount of liability recorded is based on an evaluation of currently available facts with respect to each individual site and includes such factors as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites. The liabilities recorded do not take into account any claims for recoveries from insurance or third parties. As assessments and remediation progress at individual sites, the amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. As of September 29, 2018 and December 30, 2017, the Company had reserves of $247.7 million and $176.1 million, respectively, for remediation activities associated with Company-owned properties, as well as for Superfund sites, for losses that are probable and estimable. Of the 2018 amount, $50.1 million is classified as current and $197.6 million as long-term which is expected to be paid over the estimated remediation period. The range of environmental remediation costs that is reasonably possible is $216.8 million to $346.4 million which is subject to change in the near term. The Company may be liable for environmental remediation of sites it no longer owns. Liabilities have been recorded on those sites in accordance with policy.
As of September 29, 2018, the Company has recorded $12.3 million in other assets related to funding received by the Environmental Protection Agency (“EPA”) and placed in a trust in accordance with the final settlement with the EPA, embodied in a Consent Decree approved by the United States District Court for the Central District of California on July 3, 2013. Per the Consent Decree, Emhart Industries, Inc. (a dissolved and liquidated former indirectly wholly-owned subsidiary of The Black & Decker Corporation) (“Emhart”) has agreed to be responsible for an interim remedy at a site located in Rialto, California and formerly operated by West Coast Loading Corporation (“WCLC”), a defunct company for which Emhart was alleged to be liable as a successor. The remedy will be funded by (i) the amounts received from the EPA as gathered from multiple parties, and, to the extent necessary, (ii) Emhart's affiliate. The interim remedy requires the construction of a water treatment facility and the filtering of ground water at or around the site for a period of approximately 30 years or more. As of September 29, 2018, the Company's net cash obligation associated with remediation activities including WCLC assets is $235.4 million.
The EPA also asserted claims in federal court in Rhode Island against Black & Decker and Emhart related to environmental contamination found at the Centredale Manor Restoration Project Superfund Site ("Centredale"), located in North Providence, Rhode Island. The EPA discovered a variety of contaminants at the site, including but not limited to, dioxins, polychlorinated biphenyls, and pesticides. The EPA alleged that Black & Decker and Emhart are liable for site clean-up costs under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as successors to the liability of Metro-Atlantic, Inc., a former operator at the site, and demanded reimbursement of the EPA’s costs related to this site. Black & Decker and Emhart contested the EPA's allegation that they are responsible for the contamination, and asserted contribution claims, counterclaims and cross-claims against a number of other PRPs, including the federal government as well as insurance carriers. The EPA released its Record of Decision ("ROD") in September 2012, which identified and described the EPA's selected remedial alternative for the site. Black & Decker and Emhart contested the EPA's selection of the remedial alternative set forth in the ROD on the grounds that the EPA's actions were arbitrary and capricious and otherwise not in accordance with law, and proposed other equally-protective, more cost-effective alternatives. On June 10, 2014, the EPA issued an Administrative Order under Sec. 106 of CERCLA, instructing Black & Decker and Emhart to perform the remediation of Centredale pursuant to the ROD. Black & Decker and Emhart disputed the factual, legal and scientific bases cited by the EPA for such an administrative order and provided the EPA with numerous good-faith bases for their declination to comply with the administrative order. Black & Decker and Emhart then vigorously litigated the issue of their liability for environmental conditions at the Centredale site, including completing trial on Phase 1 of the proceedings in late July 2015 and completing trial on Phase 2 of the proceedings in April 2017. Following the Phase I trial, the Court found that dioxin contamination at the Centredale site was not "divisible" and that Black & Decker and Emhart were jointly and severally liable for dioxin contamination at the site. Following the Phase 2 trial, the Court found that certain components of the EPA's selected remedy were arbitrary and capricious, and remanded the matter to the EPA while retaining jurisdiction over the ongoing remedy selection and implementation process. The Court also held in Phase 2 that Black & Decker and Emhart had sufficient cause for their declination to comply with the EPA's June 10, 2014 administrative order and that no associated civil penalties or fines were warranted. The United States filed a Motion for Reconsideration concerning the Court's Phase 2 rulings and appealed the ruling to the United States Court of Appeals for the First Circuit. Black & Decker and Emhart's Motion to Dismiss the Appeal was denied without prejudice for consideration with the merits. On July 9, 2018, a Consent Decree was lodged with the United States District Court documenting the terms of a settlement between the Company and the United States for reimbursement of EPA's past costs and remediation of environmental contamination found at the Centredale site. The terms of the Consent Decree are subject to public comment and Court approval. Once approved and entered, the settlement will resolve outstanding issues

34
Table of Contents

relating to Phase 1 and 2 of the litigation with the United States. Phase 3 of the litigation, which is in its relatively early stages, will address the potential allocation of liability to other PRPs who may have contributed to contamination of the Centredale site with dioxins, polychlorinated biphenyls and other contaminants of concern. Based on the Company's estimated remediation and response cost obligations arising out of the settlement reached with the United States (including the EPA’s past costs as well as costs of additional investigation, remediation, and related costs such as EPA’s oversight costs), the Company has increased its reserve for this site by $77.7 million to $145.8 million. Accordingly, in June 2018, the $77.7 million increase was recorded in Other, net in the Consolidated Statements of Operations and Comprehensive Income.
The Company and approximately 47 other companies comprise the Lower Passaic Cooperating Parties Group (the “CPG”). The CPG members and other companies are parties to a May 2007 Administrative Settlement Agreement and Order on Consent (“AOC”) with the EPA to perform a remedial investigation/feasibility study (“RI/FS”) of the lower seventeen miles of the Lower Passaic River in New Jersey (the “River”). The Company’s potential liability stems from former operations in Newark, New Jersey. As an interim step related to the 2007 AOC, on June 18, 2012, the CPG members voluntarily entered into an AOC with the EPA for remediation actions focused solely at mile 10.9 of the River. The Company’s estimated costs related to the RI/FS and focused remediation action at mile 10.9, based on an interim allocation, are included in its environmental reserves. On April 11, 2014, the EPA issued a Focused Feasibility Study (“FFS”) and proposed plan which addressed various early action remediation alternatives for the lower 8.3 miles of the River. The EPA received public comment on the FFS and proposed plan (including comments from the CPG and other entities asserting that the FFS and proposed plan do not comply with CERCLA) which public comment period ended on August 20, 2014. The CPG submitted to the EPA a draft RI report in February 2015 and draft FS report in April 2015 for the entire lower seventeen miles of the River. On March 4, 2016, the EPA issued a Record of Decision selecting the remedy for the lower 8.3 miles of the River. The cleanup plan adopted by the EPA is now considered a final action for the lower 8.3 miles of the River and will include the removal of 3.5 million cubic yards of sediment, placement of a cap over the entire lower 8.3 miles of the River, and, according to the EPA, will cost approximately $1.4 billion and take 6 years to implement after the remedial design is completed. (The EPA estimates that the remedial design will take four years to complete.) The Company and 105 other parties received a letter dated March 31, 2016 from the EPA notifying such parties of potential liability for the costs of the cleanup of the lower 8.3 miles of the River and a letter dated March 30, 2017 stating that the EPA had offered 20 of the parties (not including the Company) an early cash out settlement. In a letter dated May 17, 2017, the EPA stated that these 20 parties did not discharge any of the eight hazardous substances identified as the contaminants of concern in the lower 8.3 mile ROD. In the March 30, 2017 letter, the EPA stated that other parties who did not discharge dioxins, furans or polychlorinated biphenyls (which are considered the contaminants of concern posing the greatest risk to human health or the environment) may also be eligible for cash out settlement, but expects those parties' allocation to be determined through a complex settlement analysis using a third-party allocator. The Company asserts that it did not discharge dioxins, furans or polychlorinated biphenyls and should be eligible for a cash out settlement. On September 30, 2016, Occidental Chemical Corporation ("OCC") entered into an agreement with the EPA to perform the remedial design for the cleanup plan for the lower 8.3 miles of the River. On June 30, 2018, OCC filed a complaint in the United States District Court for the District of New Jersey against over 100 companies, including the Company, seeking CERCLA cost recovery or contribution for past costs relating to various investigations and cleanups OCC has conducted or is conducting in connection with the River. According to the complaint, OCC has incurred or is incurring costs which include the estimated cost to complete the remedial design for the cleanup plan for the lower 8.3 miles of the River. OCC also seeks a declaratory judgment to hold the defendants liable for their proper shares of future response costs for OCC's ongoing activities in connection with the River. On September 12, 2018, the Company's joint defense group served on OCC a motion to dismiss OCC's complaint on various grounds. A decision on the motion to dismiss is not likely until 2019. There has been no determination as to how the RI/FS will be modified in light of the EPA's decision to implement a final action for the lower 8.3 miles of the River. At this time, the Company cannot reasonably estimate its liability related to the litigation and remediation efforts, excluding the RI/FS and remediation actions at mile 10.9, as the RI/FS is ongoing, the ultimate remedial approach and associated cost for the upper portion of the River has not yet been determined, and the parties that will participate in funding the remediation and their respective allocations are not yet known. 
Per the terms of a Final Order and Judgment approved by the United States District Court for the Middle District of Florida on January 22, 1991, Emhart is responsible for a percentage of remedial costs arising out of the Kerr McGee Chemical Corporation Superfund Site located in Jacksonville, Florida. On March 15, 2017, the Company received formal notification from the EPA that the EPA had issued a ROD selecting the preferred alternative identified in the Proposed Cleanup Plan. The cleanup adopted by the EPA is estimated to cost approximately $68.7 million. Accordingly, in the first quarter of 2017, the Company increased its reserve by $17.1 million which was recorded in Other, net in the Consolidated Statements of Operations and Comprehensive Income.
The amount recorded for identified contingent liabilities is based on estimates. Amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. Actual costs to be incurred in future periods may vary from the estimates, given the inherent uncertainties in evaluating certain exposures. Subject to the

35
Table of Contents

imprecision in estimating future contingent liability costs, the Company does not expect that any sum it may have to pay in connection with these matters in excess of the amounts recorded will have a materially adverse effect on its financial position, results of operations or liquidity.

S.    GUARANTEES
The Company’s financial guarantees at September 29, 2018 are as follows:
(Millions of Dollars)
Term
 
Maximum
Potential
Payment
 
Carrying
Amount of
Liability
Guarantees on the residual values of leased assets
One to four years
 
$
99.2

 
$
—

Standby letters of credit
Up to three years
 
74.1

 
—

Commercial customer financing arrangements
Up to six years
 
67.1

 
7.5

Total
 
 
$
240.4

 
$
7.5

The Company has guaranteed a portion of the residual values of leased assets arising from its synthetic lease program. The lease guarantees are for an amount up to $99.2 million while the fair value of the underlying assets is estimated at $117.2 million. The related assets would be available to satisfy the guarantee obligations and therefore it is unlikely the Company will incur any future loss associated with these guarantees.

The Company has issued $74.1 million in standby letters of credit that guarantee future payments which may be required under certain insurance programs.

The Company provides various limited and full recourse guarantees to financial institutions that provide financing to U.S. and Canadian Mac Tool distributors and franchisees for their initial purchase of the inventory and trucks necessary to function as a distributor and franchisee. In addition, the Company provides limited and full recourse guarantees to financial institutions that extend credit to certain end retail customers of its U.S. Mac Tool distributors and franchisees. The gross amount guaranteed in these arrangements is $67.1 million and the $7.5 million carrying value of the guarantees issued is recorded in Other liabilities in the Condensed Consolidated Balance Sheets.

The Company provides warranties on certain products across its businesses. The types of product warranties offered generally range from one year to limited lifetime. Further, the Company sometimes incurs discretionary costs to service its products in connection with product performance issues. Historical warranty and service claim experience forms the basis for warranty obligations recognized. Adjustments are recorded to the warranty liability as new information becomes available.

The changes in the carrying amount of product warranties for the nine months ended September 29, 2018 and September 30, 2017 are as follows: 

(Millions of Dollars)
2018
 
2017
Balance beginning of period1
$
108.5

 
$
103.4

Warranties and guarantees issued
81.7

 
76.9

Warranty payments and currency
(86.0
)
 
(71.8
)
Balance end of period
$
104.2

 
$
108.5

1 2018 beginning of period balance has been recast as a result of the adoption of new accounting standards. Refer to Note B, New Accounting Standards, for further discussion.

T.    DIVESTITURES

On January 3, 2017, the Company sold a business within the Tools & Storage segment for approximately $26 million. On February 22, 2017, the Company sold the majority of its mechanical security businesses within the Security segment, which included the commercial hardware brands of Best Access, phi Precision and GMT, for net proceeds of approximately $719 million. The Company also sold a small business in the Industrial segment during the third quarter of 2017, resulting in a pre-tax loss of $3.2 million. As a result of these sales, the Company recognized a pre-tax net gain of $265.1 million in the first nine months of 2017, primarily related to the sale of the mechanical security businesses. Pre-tax income for these businesses totaled $1.7 million during the first nine months of 2017.


36
Table of Contents

The Company also sold a small business in the Tools & Storage segment during the fourth quarter of 2017 for total proceeds of approximately $13 million. During the second quarter of 2018, the Company recognized a $0.8 million charge as a result of the finalization of the purchase price for the Tools & Storage business sold during the fourth quarter of 2017.

The above disposals did not qualify as discontinued operations in accordance with ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, and therefore, the operating results of these businesses are included in the Company's continuing operations through their respective dates of sale in 2017.


37
Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains statements reflecting the Company's views about its future performance that constitute “forward-looking statements” under the Private Securities Litigation Act of 1995. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements. Please read the information under the caption entitled “Cautionary Statement under the Private Securities Litigation Reform Act of 1995."
Throughout this Management's Discussion and Analysis (“MD&A”), references to Notes refer to the "Notes To (Unaudited) Condensed Consolidated Financial Statements" in Part 1, Item 1 of this Form 10-Q, unless otherwise indicated.
BUSINESS OVERVIEW
Strategy
The Company is a diversified global provider of hand tools, power tools and related accessories, engineered fastening systems and products, services and equipment for oil & gas and infrastructure applications, commercial electronic security and monitoring systems, healthcare solutions, and mechanical access solutions (primarily automatic doors). The Company continues to pursue a growth and acquisition strategy that involves industry, geographic and customer diversification to foster sustainable revenue, earnings and cash flow growth. The Company remains focused on organic growth with margin expansion, including increasing its presence in emerging markets, and leveraging the Stanley Fulfillment System ("SFS 2.0"), which focuses on digital excellence, commercial excellence, breakthrough innovation, core SFS operating principles and functional transformation. In addition, the Company continues to make strides towards achieving its 22/22 Vision of reaching $22 billion in revenue by 2022 while expanding the margin rate, by becoming known as one of the world’s leading innovators, delivering top-quartile financial performance and elevating its commitment to social responsibility.

In terms of capital allocation, the Company remains committed, over time, to returning approximately 50% of free cash flow to shareholders through a strong and growing dividend as well as opportunistically repurchasing shares. The remaining free cash flow (approximately 50%) will be deployed towards acquisitions.

Share Repurchases
In April 2018, the Company repurchased 1,399,732 shares of common stock for approximately $200 million. In July 2018, the Company repurchased 2,086,792 shares of common stock for approximately $300 million.
Acquisitions
On April 2, 2018, the Company acquired Nelson from the Doncasters Group, which is being integrated into the Engineered Fastening business. This acquisition is complementary to the Company's product offerings, enhances its presence in the general industrial end markets, expands its portfolio of highly-engineered fastening solutions, and will deliver cost synergies.
On March 9, 2017, the Company acquired Newell Tools, which included the highly attractive industrial cutting, hand tool and power tool accessory brands Irwin® and Lenox®. The acquisition enhanced the Company’s position within the global tools & storage industry and broadened the Company’s product offerings and solutions to customers and end-users, particularly within power tool accessories.
On March 8, 2017, the Company purchased the Craftsman® brand from Sears Holdings, which provided the Company with the rights to develop, manufacture and sell Craftsman®-branded products in non-Sears Holdings channels. The Company plans to significantly increase the availability of Craftsman®-branded products to consumers in previously underpenetrated channels, enhance innovation, and add manufacturing jobs in the U.S. to support growth.
Refer to Note F, Acquisitions, for further discussion.
Divestitures
On February 22, 2017, the Company sold the majority of its mechanical security businesses, which included the commercial hardware brands of Best Access, phi Precision and GMT. The sale allowed the Company to deploy capital in a more accretive and growth-oriented manner.

Refer to Note T, Divestitures, for further discussion.

38
Table of Contents

Pending Transactions
On August 6, 2018, the Company reached an agreement to acquire International Equipment Solutions Attachments Group ("IES Attachments") for $690 million in cash. IES Attachments is a manufacturer of high quality, performance-driven heavy equipment attachment tools for off-highway applications. The acquisition will further diversify the Company's presence in the industrial markets, expand its portfolio of attachment solutions and provide a meaningful platform for continued growth. The acquisition, which will be consolidated into the Company's Industrial segment, is subject to customary closing conditions, including regulatory approvals.

On September 12, 2018, the Company entered into a definitive agreement to acquire a 20 percent interest in MTD Products Inc. ("MTD"), a privately held global manufacturer of outdoor power equipment, for $234 million in cash. Under the terms of the agreement, the Company has the option to acquire the remaining 80 percent of MTD beginning on July 1, 2021. The investment in MTD increases the Company's presence in the $20 billion global lawn and garden market and will allow the two companies to work together to pursue revenue and cost opportunities, improve operational efficiency, and introduce new and innovative products for professional and residential outdoor equipment customers, leveraging each company's respective portfolios of strong brands. The transaction, which is subject to regulatory approvals and customary closing conditions, is expected to close in early 2019.

Refer to the “Strategic Objectives” section of Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Form 10-K for the year ended December 30, 2017 for additional strategic discussions.
Segments
The Company's operations are classified into three reportable business segments, which also represent its operating segments: Tools & Storage, Industrial and Security.

Tools & Storage
The Tools & Storage segment is comprised of the Power Tools & Equipment ("PTE") and Hand Tools, Accessories & Storage ("HTAS") businesses. Annual revenues in the Tools & Storage segment were $9.0 billion in 2017, representing 70% of the Company’s total revenues.
The PTE business includes both professional and consumer products. Professional products include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders, as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, concrete and masonry anchors. Consumer products include corded and cordless electric power tools sold primarily under the BLACK+DECKER® brand, lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, edgers and related accessories, and home products such as hand-held vacuums, paint tools and cleaning appliances.
The HTAS business sells hand tools, power tool accessories and storage products. Hand tools include measuring, leveling and layout tools, planes, hammers, demolition tools, clamps, vises, knives, saws, chisels and industrial and automotive tools. Power tool accessories include drill bits, screwdriver bits, router bits, abrasives, saw blades and threading products. Storage products include tool boxes, sawhorses, medical cabinets and engineered storage solution products.

Industrial

The Industrial segment is comprised of the Engineered Fastening and Infrastructure businesses. Annual revenues in the Industrial segment were $2.0 billion in 2017, representing 15% of the Company’s total revenues.

The Engineered Fastening business primarily sells engineered fastening products and systems designed for specific applications. The product lines include blind rivets and tools, blind inserts and tools, drawn arc weld studs and systems, engineered plastic and mechanical fasteners, self-piercing riveting systems, precision nut running systems, micro fasteners, and high-strength structural fasteners.
The Infrastructure business consists of the Oil & Gas and Hydraulics businesses. The Oil & Gas business sells and rents custom pipe handling, joint welding and coating equipment used in the construction of large and small diameter pipelines, and provides pipeline inspection services. The Hydraulics business sells hydraulic tools and accessories.

39
Table of Contents

Security
The Security segment is comprised of the Convergent Security Solutions ("CSS") and Mechanical Access Solutions ("MAS") businesses. Annual revenues in the Security segment were $1.9 billion in 2017, representing 15% of the Company’s total revenues.
The CSS business designs, supplies and installs commercial electronic security systems and provides electronic security services, including alarm monitoring, video surveillance, fire alarm monitoring, systems integration and system maintenance. Purchasers of these systems typically contract for ongoing security systems monitoring and maintenance at the time of initial equipment installation. The business also sells healthcare solutions, which include asset tracking, infant protection, pediatric protection, patient protection, wander management, fall management, and emergency call products. The MAS business primarily sells automatic doors.
Certain Items Impacting Earnings
Throughout MD&A, the Company has provided a discussion of the outlook and results both inclusive and exclusive of acquisition-related charges, gain or loss on sales of businesses, an environmental settlement charge, and a tax charge related to the recently enacted U.S. tax legislation. The results and measures, including gross profit and segment profit, on a basis excluding these amounts are considered relevant to aid analysis and understanding of the Company’s results and business trends aside from the material impact of these items. These amounts are as follows:
Third Quarter and Year-To-Date 2018
The Company reported $85 million and $237 million in pre-tax charges during the third quarter and year-to-date 2018 periods, respectively, which were comprised of the following:

•
$3 million and $14 million for the third quarter and year-to-date 2018 periods, respectively, reducing Gross Profit primarily pertaining to amortization of the inventory step-up adjustment for the Nelson acquisition;
•
$64 million and $106 million for the third quarter and year-to-date 2018 periods, respectively, in SG&A primarily for integration-related costs, consulting fees, and a non-cash fair value adjustment;
•
$8 million and $101 million for the third quarter and year-to-date 2018 periods, respectively, in Other, net primarily related to deal transaction costs and the settlement with the Environmental Protection Agency ("EPA") in the second quarter of 2018;
•
$1 million for the year-to-date 2018 period related to a previously divested business; and
•
$10 million and $15 million for the third quarter and year-to-date 2018 periods, respectively, in Restructuring charges pertaining to facility closures and employee severance.
The tax effect on the above charges during the third quarter of 2018 was $19 million, resulting in after-tax charges of $66 million, or $0.43 per diluted share.
On a year-to-date basis, the tax effect on the above charges was $53 million. The Company also recorded a $23 million tax charge in the first quarter of 2018 related to the recently enacted U.S. tax legislation. The above charges, as well as the tax charge relating to the recently enacted U.S. tax legislation, resulted in net after-tax charges of $207 million, or $1.36 per diluted share, in the first nine months of 2018.
Third Quarter and Year-To-Date 2017
The Company reported $33 million in pre-tax charges during the third quarter of 2017 and a $135 million pre-tax gain during the first nine months of 2017, which were comprised of the following:

•
$10 million and $43 million for the third quarter and year-to-date 2017 periods, respectively, reducing Gross Profit pertaining to amortization of the inventory step-up adjustments for the Newell Tools acquisition;
•
$7 million and $26 million for the third quarter and year-to-date 2017 periods, respectively, in SG&A primarily for integration-related costs and consulting fees;
•
$5 million and $51 million for the third quarter and year-to-date 2017 periods, respectively, in Other, net primarily for deal transaction costs;
•
$3 million loss relating to the sale of a business in the Industrial segment in the third quarter of 2017;
•
$268 million gain relating to the sales of the majority of the mechanical security businesses and a small business in the Tools & Storage segment in the first quarter of 2017; and

40
Table of Contents

•
$8 million and $10 million for the third quarter and year-to-date 2017 periods, respectively, in Restructuring charges pertaining to facility closures and employee severance.

The tax effect on the above charges during the third quarter of 2017 was $9 million, resulting in after-tax charges of $24 million, or $0.15 per diluted share. On a year-to-date basis, the above amounts resulted in a net after-tax gain of $144 million, or $0.95 per diluted share.
2018 Outlook
This outlook discussion is intended to provide broad insight into the Company’s near-term earnings and cash flow generation prospects. The Company is revising its 2018 diluted earnings per share outlook to $5.90 to $6.00, from $7.00 to $7.20, due to restructuring charges associated with the recently announced cost reduction program, in addition to the factors described below. The Company is reducing its diluted earnings per share range, excluding acquisition-related charges, the aforementioned environmental settlement, and tax charges related to the recently enacted U.S. tax legislation, to $8.10 to $8.20, from $8.30 to $8.50, and its free cash flow conversion estimate to approximately 90%. The Company has changed the following assumptions for 2018 from its prior outlook: higher input costs, including tariffs, foreign currency and commodity inflation will result in approximately $0.25 of incremental dilution to earnings per share; lower expected organic growth will approximate $0.15 of incremental dilution to earnings per share; and lower anticipated tax rate and other items below operating margin will approximate $0.15 of accretion per diluted share.

RESULTS OF OPERATIONS
Below is a summary of the Company’s operating results at the consolidated level, followed by an overview of business segment performance. Certain amounts reported in the previous year have been recast as a result of the retrospective adoption of new accounting standards in the first quarter of 2018. Refer to Note B, New Accounting Standards, for further discussion.

Terminology: The term “organic” is utilized to describe results aside from the impacts of foreign currency fluctuations, acquisitions during their initial 12 months of ownership, and divestitures. This ensures appropriate comparability to operating results of prior periods.

Net Sales: Net sales were $3.495 billion in the third quarter of 2018 compared to $3.359 billion in the third quarter of 2017, representing an increase of 4% driven by strong organic growth of 4%, which includes a one point contribution from price. Acquisitions, primarily Nelson, increased sales by 2% while foreign currency decreased sales by 2%. Tools & Storage net sales increased 3% compared to the third quarter of 2017 due to strong volume growth of 5% and price of 1%, partially offset by a decline of 3% from foreign currency. Industrial net sales increased 10% compared to the third quarter of 2017 primarily due to acquisition growth of 11% partially offset by foreign currency of 1%. Net sales in the Security segment increased 1% compared to the third quarter of 2017 as increases from bolt-on commercial electronic security acquisitions of 3% and price of 1% were partially offset by a 2% decrease from foreign currency and a 1% decrease in volume.

Net sales were $10.348 billion in the first nine months of 2018 compared to $9.502 billion in the first nine months of 2017, representing an increase of 9% with strong organic growth of 5%. Acquisitions, primarily Newell Tools and Nelson, and foreign currency increased sales by 4% and 1%, respectively, while the impact of divestitures decreased sales by 1%. Tools & Storage net sales increased 10% compared to the first nine months of 2017 due to strong organic growth of 8%, fueled by solid growth across all regions, and acquisition growth of 3% partially offset by a 1% decline from divestitures. Industrial net sales increased 10% compared to the first nine months of 2017 primarily due to acquisition growth of 8% and favorable foreign currency of 2%. Net sales in the Security segment increased 3% compared to the first nine months of 2017 due to a 1% increase in price, a 4% increase in small bolt-on commercial electronic security acquisitions and a 2% increase in foreign currency, which more than offset declines of 2% from the sale of the majority of the mechanical security businesses and 2% from lower volumes.

Gross Profit: Gross profit was $1.238 billion, or 35.4% of net sales, in the third quarter of 2018 compared to $1.253 billion, or 37.3% of net sales, in the third quarter of 2017. Acquisition-related charges, which reduced gross profit, were $3.3 million for the three months ended September 29, 2018 and $9.6 million for the three months ended September 30, 2017. Excluding these charges, gross profit was 35.5% of net sales for the three months ended September 29, 2018, compared to 37.6% of net sales for the three months ended September 30, 2017, as volume leverage, productivity and price were more than offset by external headwinds, including commodity inflation, foreign exchange and tariffs.


41
Table of Contents

Gross profit was $3.691 billion, or 35.7% of net sales, in the first nine months of 2018 compared to $3.532 billion, or 37.2% of net sales, in the first nine months of 2017. Acquisition-related charges, which reduced gross profit, were $13.8 million for the nine months ended September 29, 2018 and $42.5 million for the nine months ended September 30, 2017. Excluding these charges, gross profit was 35.8% of net sales for the nine months ended September 29, 2018, compared to 37.6% of net sales for the nine months ended September 30, 2017. The year-over-year decrease in the profit rate was primarily driven by the same factors that impacted the third quarter of 2018, as discussed above.

SG&A Expenses: SG&A, inclusive of the provision for doubtful accounts, was $798.9 million, or 22.9% of net sales, in the third quarter of 2018, compared to $768.9 million, or 22.9% of net sales, in the third quarter of 2017. Within SG&A, acquisition-related charges totaled $63.6 million for the three months ended September 29, 2018 and $7.4 million for the three months ended September 30, 2017. Excluding these charges, SG&A was 21.0% of net sales for the three months ended September 29, 2018, compared to 22.7% for the three months ended September 30, 2017, primarily reflecting prudent cost management.

On a year-to-date basis, SG&A, inclusive of the provision for doubtful accounts, was $2.390 billion, or 23.1% of net sales, in 2018, compared to $2.203 billion, or 23.2% of net sales, in 2017. Within SG&A, acquisition-related charges totaled $105.5 million for the nine months ended September 29, 2018 and $26.8 million for the nine months ended September 30, 2017. Excluding these charges, SG&A was 22.1% of net sales for the nine months ended September 29, 2018, compared to 22.9% for the nine months ended September 30, 2017, due to prudent cost management and volume leverage.

Distribution center costs (i.e. warehousing and fulfillment facility and associated labor costs) are classified within SG&A. This classification may differ from other companies who may report such expenses within cost of sales. Due to diversity in practice, to the extent the classification of these distribution costs differs from other companies, the Company’s gross margins may not be comparable.

Corporate Overhead: The corporate overhead element of SG&A, which is not allocated to the business segments, amounted to $52.5 million, or 1.5% of net sales, in the third quarter of 2018 compared to $56.2 million, or 1.7% of net sales, in the corresponding period of 2017. Excluding acquisition-related charges of $4.4 million and $0.2 million in the third quarters of 2018 and 2017, respectively, the corporate overhead element of SG&A was 1.4% of net sales in the third quarter of 2018 compared to 1.7% of net sales in the third quarter of 2017, reflecting cost management.

On a year-to-date basis, the corporate overhead element of SG&A, amounted to $150.7 million, or 1.5% of net sales, in 2018 compared to $150.1 million, or 1.6% of net sales, in 2017. Excluding acquisition-related charges of $8.1 million and $0.2 million for the nine months ended September 29, 2018 and September 30, 2017, respectively, the corporate overhead element of SG&A was 1.4% of net sales and 1.6% of net sales, respectively, during these periods, reflecting cost management.

Other, net: Other, net amounted to $59.4 million and $60.5 million in the third quarters of 2018 and 2017, respectively. Excluding acquisition-related charges of $8.4 million and $5.4 million in the third quarters of 2018 and 2017, respectively, Other, net totaled $51.0 million and $55.1 million in the third quarters of 2018 and 2017, respectively.

Other, net amounted to $236.7 million and $216.3 million in the first nine months of 2018 and 2017, respectively. Excluding the aforementioned EPA settlement charge and acquisition-related charges which totaled $101.4 million in the first nine months of 2018 and acquisition-related charges of $51.0 million in the first nine months of 2017, Other, net totaled $135.3 million and $165.3 million, respectively, during these periods. The year-over-year decrease was driven by an environmental remediation charge of $17 million in 2017 relating to a legacy Black & Decker site and a favorable resolution of a prior claim in 2018, which more than offset higher intangible amortization expense in 2018. 
 
Refer to Note R, Commitments and Contingencies, for additional information regarding the EPA settlement discussed above.

Loss (Gain) on Sales of Businesses: During the nine months ended September 29, 2018, the Company reported a $0.8 million loss relating to a previously divested business. During the nine months ended September 30, 2017, the Company reported a $265.1 million pre-tax gain primarily relating to the sale of the majority of the Company's mechanical security businesses, as previously discussed.

Pension settlement: Pension settlement of $12.8 million in the first nine months of 2017 reflects losses previously reported in Accumulated other comprehensive loss related to a non-U.S. pension plan for which the Company settled its obligation by purchasing an annuity and making lump sum payments to participants.


42
Table of Contents

Interest, net: Net interest expense was $53.4 million in the third quarter of 2018 compared to $46.9 million in the third quarter of 2017. On a year-to-date basis, net interest expense was $154.2 million in 2018 compared to $135.9 million in 2017. The year-over-year increase during both periods was primarily due to higher interest rates and average cash balances relating to the Company's U.S. commercial paper borrowings partially offset by higher interest income.

Income Taxes: The Company recognized income tax expense of $56.6 million and $139.3 million for the three and nine months ended September 29, 2018, resulting in effective tax rates of 18.6% and 16.4%, respectively. Excluding the impacts of the aforementioned EPA settlement in the second quarter of 2018, the tax charge recorded in the first quarter of 2018 related to the recently enacted U.S. tax legislation, and the acquisition-related charges, the effective tax rates were 19.5% and 15.6% for the three and nine months ended September 29, 2018, respectively. These effective tax rates differ from the U.S. statutory tax rate during these periods primarily due to tax on foreign earnings and the effective settlements of income tax audits.

The Company recognized income tax expense of $79.9 million and $240.3 million for the three and nine months ended September 30, 2017, respectively, resulting in effective tax rates of 22.5% and 20.3%, respectively. The effective tax rates differed from the U.S. statutory tax rate during these periods primarily due to a portion of the Company’s earnings being realized in lower-taxed foreign jurisdictions, the utilization of U.S. tax attributes during the first quarter of 2017 due to the divestiture of the mechanical security businesses, the favorable settlement of certain income tax audits during the second quarter of 2017, and the acceleration of certain tax credits resulting in a tax benefit during the third quarter of 2017. Non-deductible transaction costs and other acquisition-related restructuring items partially offset the net tax benefits mentioned above for the three and nine months ended September 30, 2017. Excluding the tax impact of the divestitures and acquisition-related charges, the effective tax rates were 23.0% and 23.7% for the three and nine months ended September 30, 2017, respectively.
Business Segment Results
The Company’s reportable segments are aggregations of businesses that have similar products, services and end markets, among other factors. The Company utilizes segment profit, which is defined as net sales minus cost of sales and SG&A inclusive of the provision for doubtful accounts (aside from corporate overhead expense), and segment profit as a percentage of net sales to assess the profitability of each segment. Segment profit excludes the corporate overhead expense element of SG&A, other, net (inclusive of intangible asset amortization expense), loss (gain) on sales of businesses, pension settlement, restructuring charges, interest expense, interest income, and income taxes. Corporate overhead is comprised of world headquarters facility expense, cost for the executive management team and the expense pertaining to certain centralized functions that benefit the entire Company but are not directly attributable to the businesses, such as legal and corporate finance functions. Refer to Note O, Restructuring Charges, for the amount of restructuring charges attributable to each segment.
The Company's operations are classified into three reportable business segments, which also represent its operating segments: Tools & Storage, Industrial and Security.
Tools & Storage:
 
Third Quarter
 
Year-to-Date
(Millions of Dollars)
2018
 
2017
 
2018
 
2017
Net sales
$
2,448.0

 
$
2,369.2

 
$
7,231.6

 
$
6,571.5

Segment profit
$
356.2

 
$
394.1

 
$
1,056.2

 
$
1,050.5

% of Net sales
14.6
%
 
16.6
%
 
14.6
%
 
16.0
%
Tools & Storage net sales increased $78.8 million, or 3%, in the third quarter of 2018 compared to the third quarter of 2017. Sales volume increased 5% with all regions contributing and price increased 1%, partially offset by a 3% decrease due to foreign currency. The impact of pricing expanded 50 basis points sequentially reflecting the incremental benefit from the Company's pricing actions in the third quarter of 2018. Organic growth was 10% in emerging markets, 6% in North America, and 3% in Europe. The emerging markets growth was due to continued benefits from executing mid-price-point product and e-commerce strategies as well as the impact from pricing actions. North America organic growth was driven by continued benefits from new product innovation, the rollout of the Craftsman brand and price realization, partially offset by the unfavorable volume impact of brand transitions at a major home center. Europe growth was supported by new products and successful commercial actions overcoming market pressure and customer transitions in the UK.
On a year-to-date basis, net sales increased $660.1 million, or 10%, in the first nine months of 2018 compared to the first nine months of 2017. Organic sales increased 8% driven by organic growth of 14% in emerging markets, 7% in North America, and

43
Table of Contents

5% in Europe. Acquisition sales, primarily from Newell Tools, contributed 3% to overall sales growth in the first nine months of 2018, partially offset by a 1% decline in sales due to businesses sold.
Segment profit for the third quarter of 2018 was $356.2 million, or 14.6% of net sales, compared to $394.1 million, or 16.6% of net sales, in the corresponding 2017 period. Excluding acquisition-related charges of $49.7 million and $16.8 million for the three months ended September 29, 2018 and September 30, 2017, respectively, segment profit amounted to 16.6% in the third quarter of 2018, compared to 17.3% in the third quarter of 2017, as the benefits from volume leverage, pricing and cost control were more than offset by the impacts from currency, commodity inflation and tariffs.
Year-to-date segment profit for the third quarter of 2018 was $1.056 billion, or 14.6% of net sales, compared to $1.051 billion, or 16.0% of net sales, in the corresponding 2017 period. Excluding acquisition-related charges of $82.2 million and $68.2 million for the nine months ended September 29, 2018 and September 30, 2017, respectively, segment profit amounted to 15.7% in the first nine months of 2018 compared to 17.0% in the first nine months of 2017. The year-over-year change was primarily driven by the same factors that impacted the third quarter of 2018, as discussed above.
Industrial: 
 
Third Quarter
 
Year-to-Date
(Millions of Dollars)
2018
 
2017
 
2018
 
2017
Net sales
$
562.0

 
$
510.9

 
$
1,639.3

 
$
1,494.0

Segment profit
$
88.4

 
$
92.2

 
$
254.4

 
$
272.0

% of Net sales
15.7
%
 
18.0
%
 
15.5
%
 
18.2
%
Industrial net sales increased $51.1 million, or 10%, in the third quarter of 2018 compared to the third quarter of 2017, due to acquisition growth of 11% partially offset by unfavorable foreign currency of 1%. Engineered Fastening organic revenues increased 1% as industrial and automotive fastener penetration gains were partially offset by the expected impact from lower automotive system volumes. Infrastructure organic revenues were down 6% due to anticipated lower pipeline project activity in the Oil & Gas business, partially offset by growth within the Hydraulics business.
On a year-to-date basis, net sales increased $145.3 million, or 10%, in the first nine months of 2018 compared to the first nine months of 2017, due to acquisition growth of 8% and favorable foreign currency of 2%. Engineered Fastening organic revenues increased 1% and Infrastructure organic revenues were down 6% primarily due to the same factors that impacted the third quarter of 2018, as discussed above.
Industrial segment profit for the third quarter of 2018 was $88.4 million or 15.7% of net sales, compared to $92.2 million, or 18.0% of net sales, in the corresponding 2017 period. Excluding acquisition-related charges of $6.2 million for the three months ended September 29, 2018, segment profit amounted to 16.8% in the third quarter of 2018 compared to 18.0% in the third quarter of 2017, as productivity gains and cost control were more than offset by commodity inflation and the modestly dilutive impact from the Nelson acquisition.
Year-to-date segment profit for the Industrial segment was $254.4 million, or 15.5% of net sales, in 2018 compared to $272.0 million, or 18.2% of net sales, in the corresponding 2017 period. Excluding acquisition-related charges of $19.1 million for the nine months ended September 29, 2018, segment profit amounted to 16.7% in the first nine months of 2018 compared to 18.2% in the first nine months of 2017. The year-over-year change in the segment profit rate was primarily due to the same factors that impacted the third quarter of 2018, as discussed above.
Security:
 
Third Quarter
 
Year-to-Date
(Millions of Dollars)
2018
 
2017
 
2018
 
2017
Net sales
$
484.8

 
$
479.3

 
$
1,476.8

 
$
1,436.9

Segment profit
$
47.4

 
$
54.0

 
$
141.0

 
$
156.5

% of Net sales
9.8
%
 
11.3
%
 
9.5
%
 
10.9
%
Security net sales increased $5.5 million, or 1%, in the third quarter of 2018 compared to the third quarter of 2017, primarily due to increases of 3% from bolt-on commercial electronic security acquisitions and 1% from price, partially offset by decreases of 2% from unfavorable foreign currency and 1% from lower volumes. North America declined 1% organically as higher volumes within automatic doors were offset by lower installations in commercial electronic security. Europe was flat organically as strength within the Nordics was offset by weakness in France and the UK.

44
Table of Contents

On a year-to-date basis, net sales increased $39.9 million, or 3%, in the first nine months of 2018 compared to the first nine months of 2017, primarily due to a 4% increase from bolt-on commercial electronic security acquisitions, a 1% increase in price, and a 2% increase in foreign currency, which more than offset declines of 2% from the sale of the majority of the mechanical security businesses and 2% from lower volumes. Organic sales for both North America and Europe decreased 1% primarily due to the same factors that impacted the third quarter of 2018, as discussed above.
Security segment profit for the third quarter of 2018 was $47.4 million, or 9.8% of net sales, compared to $54.0 million, or 11.3% of net sales, in the corresponding 2017 period. Excluding acquisition-related charges of $6.6 million for the three months ended September 29, 2018, segment profit amounted to 11.1% in the third quarter of 2018 compared to 11.3% in the third quarter of 2017, reflecting investments to support the business transformation in commercial electronic security partially offset by a focus on cost containment.
Year-to-date segment profit was $141.0 million, or 9.5% of net sales, in 2018 compared to $156.5 million, or 10.9% of net sales, in the corresponding 2017 period. Excluding acquisition-related charges of $9.9 million and $0.9 million for the nine months ended September 29, 2018 and September 30, 2017, respectively, segment profit amounted to 10.2% in the first nine months of 2018 compared to 11.0% in the first nine months of 2017. The year-over-year change in the segment profit rate reflects investments to support business transformation in commercial electronic security and the impact from the sale of the majority of the mechanical security business, partially offset by a continued focus on cost containment.

RESTRUCTURING ACTIVITIES
A summary of the restructuring reserve activity from December 30, 2017 to September 29, 2018 is as follows: 
(Millions of Dollars)
December 30,
2017
 
Net Additions
 
Usage
 
Currency
 
September 29,
2018
Severance and related costs
$
20.0

 
$
53.6

 
$
(35.7
)
 
$
(0.8
)
 
$
37.1

Facility closures and asset impairments
3.2

 
4.5

 
(6.6
)
 
—

 
1.1

Total
$
23.2

 
$
58.1

 
$
(42.3
)
 
$
(0.8
)
 
$
38.2

For the nine months ended September 29, 2018, the Company recognized net restructuring charges of $58.1 million. This amount reflects $53.6 million of net severance charges associated with the reduction of approximately 1,563 employees and $4.5 million of facility closure and other restructuring costs.
For the three months ended September 29, 2018, the Company recognized net restructuring charges of $21.8 million. This amount reflects $20.8 million of net severance charges associated with the reduction of approximately 563 employees and $1.0 million of facility closure and other restructuring costs.
The Company expects these restructuring actions to result in annual net cost savings of approximately $78 million by the end of 2019.
The majority of the $38.2 million of reserves remaining as of September 29, 2018 is expected to be utilized within the next 12 months.

Segments: The $58 million of net restructuring charges for the nine months ended September 29, 2018 includes: $25 million pertaining to the Tools & Storage segment; $8 million pertaining to the Industrial segment; $21 million pertaining to the Security segment; and $4 million pertaining to Corporate.

The $22 million of net restructuring charges for the three months ended September 29, 2018 includes: $10 million pertaining to the Tools & Storage segment; $3 million pertaining to the Industrial segment and $9 million pertaining to the Security segment.

The anticipated annual net cost savings of approximately $78 million by the end of 2019 includes: $34 million in the Tools and Storage segment; $6 million in the Industrial segment; $33 million in the Security segment; and $5 million in Corporate.

FINANCIAL CONDITION

Liquidity, Sources and Uses of Capital: The Company’s primary sources of liquidity are cash flows generated from operations and available lines of credit under various credit facilities.

Operating Activities: Cash flows provided by operations were $191.5 million in the third quarter of 2018 compared to $115.6 million in the corresponding period of 2017. Cash outflows from working capital (accounts receivable, inventory, accounts

45
Table of Contents

payable and deferred revenue) in both periods were primarily driven by higher accounts receivables and inventory purchases in the Tools & Storage segment as a result of strong organic growth and to support anticipated demand from new product launches, including Craftsman.

Year-to-date cash flows provided by operations were $40.1 million in the first nine months of 2018 compared to a cash outflow of $46.7 million in the corresponding period of 2017. The year-over-year change was primarily due to higher working capital outflows in 2017.

Free Cash Flow: Free cash flow, as defined in the table below, was $82.1 million in the third quarter of 2018, compared to $24.6 million in the third quarter 2017. Free cash flow on a year-to-date basis was an outflow of $287.3 million in 2018 compared to an outflow of $324.6 million in 2017. Management considers free cash flow an important indicator of its liquidity, as well as its ability to fund future growth and provide dividends to shareowners. Free cash flow does not include deductions for mandatory debt service, other borrowing activity, discretionary dividends on the Company’s common stock and business acquisitions, among other items.

 
Third Quarter
 
Year-to-Date
(Millions of Dollars)
2018
 
2017
 
2018
 
2017
Net cash provided by (used in) operating activities1
$
191.5

 
$
115.6

 
$
40.1

 
$
(46.7
)
Less: capital and software expenditures
(109.4
)
 
(91.0
)
 
(327.4
)
 
(277.9
)
Free cash flow
$
82.1

 
$
24.6

 
$
(287.3
)
 
$
(324.6
)
1 Certain prior year amounts within operating activities have been recast as a result of the adoption of new accounting standards. Refer to Note B, New Accounting Standards, for further discussion.

Based on its potential to generate cash flow from operations on an annual basis and its credit position at September 29, 2018, the Company continues to believe over the long-term it has the financial flexibility to deploy capital to its shareowners’ advantage through a combination of acquisitions, dividends and potential future share repurchases.

Investing Activities: Cash flows used in investing activities totaled $134.4 million in the third quarter of 2018 primarily driven by capital and software expenditures of $109.4 million. Cash flows used in investing activities totaled $32.2 million in the third quarter of 2017, which mainly consisted of business acquisitions of $152.0 million, payments of $27.9 million related to net investment hedge settlements, and capital and software expenditures of $91.0 million, partially offset by proceeds of $241.3 million from the deferred purchase price receivable related to the Company's accounts receivable sales program, which was terminated in February 2018.

Year-to-date cash flows used in investing activities totaled $848.2 million in 2018 primarily due to business acquisitions of $521.9 million and capital and software expenditures of $327.4 million. Cash flows used in investing activities totaled $1.675 billion in the first nine months of 2017, which mainly consisted of business acquisitions of $2.582 billion and capital and software expenditures of $277.9 million, partially offset by net cash proceeds from sales of businesses of $745.3 million and proceeds of $469.1 million from the deferred purchase price receivable related to the Company's accounts receivable sales program, which was terminated in February 2018.

Financing Activities: Cash flows used in financing activities totaled $97.6 million in the third quarter of 2018 primarily due to the repurchase of common shares for $301.8 million and cash dividend payments of $97.4 million, partially offset by $309.5 million of net proceeds from short-term borrowings under the Company's commercial paper program. Cash flows used in financing activities in the third quarter of 2017 were $161.9 million mainly due to $64.4 million of net repayments of short-term borrowings and $94.7 million of cash dividend payments.

Year-to-date cash flows provided by financing activities totaled $575.8 million in 2018 primarily due to $1.445 billion of net proceeds from short-term borrowings under the Company's commercial paper program, partially offset by share repurchases of $514.5 million and cash dividend payments of $286.5 million. Cash flows provided by financing activities in 2017 were $945.9 million mainly due to proceeds of $727.5 million from the issuance of equity units and $499.2 million from short-term borrowings under the Company's commercial paper program primarily to fund acquisitions, partially offset by $267.9 million of cash dividend payments.


46
Table of Contents

Credit Ratings & Liquidity:
The Company maintains strong investment grade credit ratings from the major U.S. rating agencies on its senior unsecured debt (S&P A, Fitch A-, Moody's Baa1), and its commercial paper program (S&P A-1, Fitch F2, Moody's P-2). There have been no changes to any of the ratings during the third quarter of 2018. Failure to maintain strong investment grade rating levels could adversely affect the Company’s cost of funds, liquidity and access to capital markets, but would not have an adverse effect on the Company’s ability to access its existing committed credit facilities.

Cash and cash equivalents totaled $369 million as of September 29, 2018, comprised of $44 million in the U.S. and $325 million in foreign jurisdictions. As of December 30, 2017, cash and cash equivalents totaled $638 million, comprised of $54 million in the U.S. and $584 million in foreign jurisdictions.

As a result of the Tax Cuts and Jobs Act signed into law on December 22, 2017 (the "Act"), the Company recorded a provisional tax liability of $466 million as of December 30, 2017 for the one-time transition tax associated with unremitted foreign earnings and profits, which included $5 million of foreign withholding taxes that will become payable upon distribution. The Company is continuing to analyze certain aspects of the Act and refining its estimate, which may change materially due to changes in interpretations and assumptions the Company has made, new guidance that may be issued in the future, and actions the Company may take as a result of the new legislation. The Company will complete its analysis of the Act in the fourth quarter of 2018. The Act permits a U.S. company to elect to pay the net tax liability interest-free over a period of up to eight years. The Company has considered the implications of paying the required one-time transition tax, and believes it will not have a material impact on its liquidity. Refer to Note P, Income Taxes, for further discussion of the impacts of the Act.

In January 2017, the Company amended its existing $2.0 billion commercial paper program to increase the maximum amount of notes authorized to be issued to $3.0 billion and to include Euro denominated borrowings in addition to U.S. Dollars. As of September 29, 2018, the Company had $1.4 billion of borrowings outstanding against the Company’s $3.0 billion commercial paper program, of which $932.3 million in Euro denominated commercial paper was designated as a Net Investment Hedge as described in more detail in Note I, Financial Instruments. At December 30, 2017, the Company had no commercial paper borrowings outstanding.

In September 2018, the Company amended and restated its existing five-year $1.75 billion committed credit facility with the concurrent execution of a new five-year $2.0 billion committed credit facility (the “5 Year Credit Agreement”). Borrowings under the 5 Year Credit Agreement may be made in U.S. Dollars, Euros or Pounds Sterling. A sub-limit amount of $653.3 million is designated for swing line advances which may be drawn in Euros pursuant to the terms of the 5 Year Credit Agreement. Borrowings bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and specific terms of the 5 Year Credit Agreement. The Company must repay all advances under the 5 Year Credit Agreement by the earlier of September 12, 2023 or upon termination. The 5 Year Credit Agreement is designated to be a liquidity back-stop for the Company's $3.0 billion U.S. Dollar and Euro commercial paper program. This amends and restates the five-year $1.75 billion committed credit facility dated as of December 2015. As of September 29, 2018, and December 30, 2017, the Company had not drawn on its five-year committed credit facility.

In September 2018, the Company terminated the 364-Day $1.25 billion committed credit facility and concurrently executed a new 364-Day $1.0 billion committed credit facility (the “364 Day Credit Agreement”). Borrowings under the 364 Day Credit Agreement may be made in U.S. Dollars or Euros and bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and pursuant to the terms of the 364 Day Credit Agreement. The Company must repay all advances under the 364 Day Credit Agreement by the earlier of September 11, 2019 or upon termination. The Company may, however, convert all advances outstanding upon termination, into a term loan that shall be repaid in full no later than the first anniversary of the termination date, provided that the Company, among other things, pays a fee to the administrative agent for the account of each lender. The 364 Day Credit Agreement serves as a liquidity back-stop for the Company’s $3.0 billion U.S. Dollar and Euro commercial paper program. The 364 Day Credit Agreement supersedes all prior 364-Day committed credit facilities. As of September 29, 2018, and December 30, 2017, the Company had not drawn on its 364 Day committed credit facility.

In March 2018, the Company purchased from a financial institution “at-the-money” capped call options with an approximate term of three years, on 3.2 million shares of its common stock (subject to customary anti-dilution adjustments) for an aggregate premium of $57.3 million. As of September 29, 2018, the capped call has a lower strike price of $156.83 and an adjusted upper strike price of $203.88. The purpose of the capped call options is to hedge the risk of stock price appreciation between the lower and upper strike prices of the capped call options for a future share repurchase. Refer to Note J, Equity Arrangements, for further discussion.


47
Table of Contents

In May 2017, the Company issued 7,500,000 Equity Units with a total notional value of $750.0 million ("$750 million Equity Units"). Each unit has a stated amount of $100 and initially consists of a three-year forward stock purchase contract for the purchase of a variable number of shares of common stock, on May 15, 2020, for a price of $100, and a 10% beneficial ownership interest in one share of 0% Series C Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $1,000 per share ("Series C Preferred Stock"). The Company received approximately $727.5 million in cash proceeds from the $750 million Equity Units, net of underwriting costs and commissions, before offering expenses, and issued 750,000 shares of Series C Preferred Stock, recording $750.0 million in preferred stock. The proceeds were used for general corporate purposes, including repayment of short-term borrowings. The Company also used $25.1 million of the proceeds to enter into capped call transactions utilized to hedge potential economic dilution.

In March 2015, the Company entered into a forward share purchase contract with a financial institution counterparty for 3,645,510 shares of common stock. The contract obligates the Company to pay $350.0 million, plus an additional amount related to the forward component of the contract. In June 2018, the Company amended the settlement date to April 2021, or earlier at the Company's option.

Refer to Note H, Long-Term Debt and Financing Arrangements, and Note J, Equity Arrangements, for further discussion of the Company's financing arrangements.

OTHER MATTERS

Critical Accounting Estimates: There have been no significant changes in the Company’s critical accounting estimates during the third quarter of 2018. Refer to the “Other Matters” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Form 10-K for the year ended December 30, 2017 for a discussion of the Company’s critical accounting estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in the Company’s exposure to market risk during the third quarter of 2018. Refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Form 10-K for the year ended December 30, 2017 for further discussion.

ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of management, including the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, the Company has, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer have concluded that, as of September 29, 2018, the Company’s disclosure controls and procedures are effective. There has been no change in the Company’s internal control over financial reporting that occurred during the third quarter of 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

48
Table of Contents

CAUTIONARY STATEMENT
Under the Private Securities Litigation Reform Act of 1995

Statements in this Quarterly Report on Form 10-Q that are not historical, including but not limited to those regarding the Company’s ability to deliver: (i) financial performance in-line with the 2018 outlook and (ii) sustained above-market organic growth with operating leverage, strong free cash flow conversion and top-quartile shareholder returns over the long-term, (collectively, the “Results”); are “forward-looking statements” and subject to risk and uncertainty.

The Company’s ability to deliver the Results is based on current expectations and involves inherent risks and uncertainties, including factors listed below and other factors that could delay, divert, or change any of them, and could cause actual outcomes and results to differ materially from current expectations. In addition to the risks, uncertainties and other factors discussed in this Quarterly Report, the risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied in the forward-looking statements include, without limitation, those set forth under Item 1A Risk Factors of the Company’s Annual Report on Form 10-K and any material changes thereto set forth in any subsequent Quarterly Reports on Form 10-Q, or those contained in the Company’s other filings with the Securities and Exchange Commission, and those set forth below.

The Company’s ability to deliver the Results is dependent, or based, upon: (i) the Company’s ability to deliver successful innovation in its products and services; (ii) the Company's ability to invest in product, brand and commercialization of the Craftsman® brand and the continued successful integration of Newell Tools and Nelson Fasteners; (iii) the Company’s ability to deliver overall organic growth; (iv) the Company’s ability to limit the impact from: commodity inflation; foreign currency headwinds; and the impact of any tariffs on imported goods, including section 301 tariffs and section 232 steel and aluminum tariffs; (v) the net impact from: closed acquisitions, cost and price actions and improved productivity; and share repurchases; (vi) core (non M&A) restructuring charges; (vii) the 2018 core tax rate; (viii) the Company's ability to successfully identify, complete and integrate appropriate acquisition opportunities, including the recently announced IES Attachments transaction, within desired timeframes at reasonable cost; and the ability to realize cost and revenue synergies associated with acquisitions, as well as integration of existing and any newly acquired businesses and formation of new business platforms; (ix) the continued acceptance of technologies used in the Company’s products and services (including DEWALT FLEXVOLT™ product); (x) the Company’s ability to manage existing franchisee relationships; (xi) the Company’s ability to minimize costs associated with any sale or discontinuance of a business or product line, including any severance, restructuring, legal or other costs; (xii) the proceeds realized with respect to any business or product line disposals; (xiii) the extent of any asset impairments with respect to any businesses or product lines that are sold or discontinued; (xiv) the success of the Company’s efforts to manage freight costs, steel and other commodity costs as well as capital expenditures; (xv) the Company’s ability to sustain or increase prices in order to, among other things, offset or mitigate the impact of steel, aluminum, freight, energy, non-ferrous commodity and other commodity costs and any inflation increases and/or currency impacts; (xvi) the Company’s ability to generate free cash flow and maintain a strong debt to capital ratio; (xvii) the Company’s ability to identify and effectively execute productivity improvements and cost reductions, while minimizing any associated restructuring charges; (xviii) the Company’s ability to obtain favorable settlement of tax audits; (xix) the ability of the Company to generate earnings sufficient to realize future income tax benefits during periods when temporary differences become deductible, including realizing tax credit carry forward amounts within the allowable carry forward periods; (xx) the continued ability of the Company to access credit markets under satisfactory terms; (xxi) the Company’s ability to negotiate satisfactory price and payment terms under which the Company buys and sells goods, services, materials and products; (xxii) the Company’s ability to successfully develop, market and achieve sales from new products and services; (xxiii) the availability of cash to repurchase shares when conditions are right; and (xxiv) the ability of the Company to proactively manage the impact of the legislative changes brought about by the U.S. Tax Cuts and Jobs Act.

The Company’s ability to deliver the Results is also dependent upon: (i) the success of the Company’s marketing and sales efforts, including the ability to develop and market new and innovative products at the right price points in both existing and new markets; (ii) the ability of the Company to maintain or improve production rates in the Company’s manufacturing facilities, respond to significant changes in product demand and fulfill demand for new and existing products; (iii) the Company’s ability to continue improvements in working capital through effective management of accounts receivable and inventory levels; (iv) the ability to continue successfully managing and defending claims and litigation; (v) the success of the Company’s efforts to mitigate any adverse earnings impact resulting from significant currency fluctuations; (vi) the geographic distribution of the Company’s earnings; (vii) the commitment to and success of the Stanley Fulfillment System; and (viii) successful implementation with expected results of cost reduction programs.

The Company’s ability to achieve the Results will also be affected by external factors. These external factors include: challenging global geopolitical and macroeconomic environment, possibly including impact from "Brexit" or other similar actions by other EU member states; the economic environment of emerging markets, particularly Latin America, Russia, China and Turkey; pricing pressure and other changes within competitive markets; the continued consolidation of customers particularly in consumer channels; inventory management pressures on the Company’s customers; the impact the tightened credit markets may have on the Company or its customers or suppliers; the extent to which the Company has to write off accounts receivable or assets or experiences supply chain disruptions in connection with bankruptcy filings by customers or suppliers; increasing competition; changes in laws, regulations and policies that affect the Company, including, but not limited to trade, monetary, tax and fiscal policies and laws; the timing and extent of any inflation or deflation; the impact of poor weather conditions on sales; currency exchange fluctuations; the impact of dollar/foreign currency exchange and interest rates on the competitiveness of products and the Company’s debt program; the strength of the U.S. and European economies; the impact from demand changes within world-wide markets associated with homebuilding and remodeling; the impact of events that cause or may cause disruption in the Company’s supply, manufacturing, distribution and sales networks such as war, terrorist activities, and political unrest including, hostilities on the Korean Peninsula; and recessionary or expansive trends in the economies of the world in which the Company operates. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date hereof.

49
Table of Contents

PART II — OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company has reached a settlement with the Environmental Protection Agency (“EPA”) for reimbursement of EPA’s past costs and remediation of environmental contamination found at the Centredale Manor Restoration Project Superfund Site (“Centredale”) located in North Providence, Rhode Island. The EPA had alleged that Black & Decker and Emhart are liable for site clean-up costs under the Comprehensive Environmental Response, Compensation, and Liability Act as successors to the liability of Metro-Atlantic, Inc., a former operator at the site, and demanded reimbursement of the EPA’s costs related to this site. Black & Decker and Emhart contested the EPA’s allegation that they are responsible for the contamination, and asserted contribution claims, counterclaims and cross-claims against a number of other potentially responsible parties ("PRPs"), including the federal government as well as insurance carriers. Although the settlement with the EPA resolves EPA's claims against the Company, the litigation against other PRPs to recover costs associated with this clean-up continues.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors as disclosed in the Company’s Form 10-K for the year ended December 30, 2017 filed with the Securities and Exchange Commission on February 27, 2018.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities
The following table provides information about the Company’s purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the three months ended September 29, 2018:
 
2018
(a)
Total
Number Of
Shares
Purchased
 
Average Price
Paid Per
Share
 
Total Number
Of Shares
Purchased As
Part Of A Publicly
Announced Plan Or Program
 
(b) Maximum Number
Of Shares That
May Yet Be
Purchased Under
The Program
July 1 - August 4
12,258

 
$
143.74

 
2,086,792

 
11,500,000

August 5 - September 1
700

 
141.03

 
—

 
11,500,000

September 2 - September 29
—

 
—

 
—

 
11,500,000

Total
12,958

 
$
143.74

 
2,086,792

 
11,500,000


(a)
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.

(b)
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 September 29, 2018, the authorized shares available for repurchase under the new repurchase program totaled 11.5 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, Equity Arrangements, of the Notes to (Unaudited) Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for further discussion.


50
Table of Contents

ITEM 6. EXHIBITS
 
(10.1)
 
 
(10.2)
 
 
(11)
Statement re-computation of per share earnings (the information required to be presented in this exhibit appears in Note C to the Company’s (Unaudited) Condensed Consolidated Financial Statements set forth in this Quarterly Report on Form 10-Q).
 
 
(31)(i)(a)
 
 
(i)(b)
 
 
(32)(i)
 
 
(ii)
 
 
(101)
The following materials from Stanley Black & Decker Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 29, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 29, 2018 and September 30, 2017; (ii) Condensed Consolidated Balance Sheets at September 29, 2018 and December 30, 2017; (iii) Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 29, 2018 and September 30, 2017; and (iv) Notes to (Unaudited) Condensed Consolidated Financial Statements**.
 
**
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

51
Table of Contents

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
STANLEY BLACK & DECKER, INC.
 
 
 
 
Date:
October 26, 2018
By:
 
/s/ DONALD ALLAN, JR.
 
 
 
 
Donald Allan, Jr.
 
 
 
 
Executive Vice President and Chief Financial Officer

52