SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Oct. 02, 2021

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

Restatement

Stanley Black & Decker, Inc. (“the Company”) filed its Annual Report on Form 10-K for the fiscal year ended January 2, 2021 with the U.S. Securities and Exchange Commission (“SEC”) on February 18, 2021 (the “Original Form 10-K”). Subsequent to the filing of the Original Form 10-K, the Company received comments from the SEC Staff regarding its accounting for equity units issued in May 2017 and November 2019 (the “Equity Units”), which were comprised of forward stock purchase contracts and convertible preferred stock. Upon further reflection on the comments received from the SEC Staff and the nature of the Equity Units, the Company determined that errors were made in its original accounting conclusions related to: (a) accounting for the forward stock purchase contracts and convertible preferred stock as separate units of account, and (b) applying the treasury stock method to the shares associated with the forward stock purchase contracts for purposes of calculating diluted earnings per share.

Based on the Company's correspondence with the SEC Staff, the Company re-evaluated its accounting assessment and concluded that the Equity Units should be accounted for as one unit of account based on the economic linkage between the forward stock purchase contracts and convertible preferred stock as well as the combination criteria outlined in Accounting Standards Codification ("ASC") 815, Derivatives. The Equity Units represent mandatorily convertible preferred stock. Accordingly, the shares associated with the combined instrument should be reflected in diluted earnings per share using the if-converted method pursuant to paragraph 260-10-45-40 of ASC 260, Earnings Per Share. Further, the Company originally recognized Preferred stock equal to the amount of gross proceeds received from the issuances of the Equity Units and recognized a liability for the Contract Adjustment Payments with a corresponding reduction to Additional paid in capital. Upon correction of the unit of account, the net proceeds received have been attributed to Preferred stock and the liability for Contract Adjustment Payments, resulting in no net change to the liability for Contract Adjustment Payments. Refer to Note J, Equity Arrangements (as Restated), for further discussion.

The Company previously corrected its diluted earnings per share for the quarter-to-date and year-to-date periods ending October 2, 2021 in its third quarter 2021 Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021 (the “Original Form 10-Q”). In this Form 10-Q/A, the Company has restated certain information contained in its previously issued unaudited interim consolidated financial statements for the periods ended October 2, 2021, July 3, 2021 and April 3, 2021, as well as the related comparative interim periods in 2020 (collectively, the "Affected Periods"), to correct the errors in its original accounting for the Equity Units, as discussed above (the "Restatement"). The Company has restated its basic and diluted earnings per share, as applicable, as presented in Note C, Earnings Per Share (as Restated), and the related diluted earnings per share impacts disclosed herein, as a result of accounting for the Equity Units as a combined instrument. The shares underlying the forward stock purchase contracts have been included in the denominator of the Company's diluted earnings per share utilizing the if-converted method, which represents a correction of an error of previously applying the treasury stock method to the quarter-to-date and year-to-date periods ended July 3, 2021 and April 3, 2021, as well as the comparative interim periods in 2020, and the quarter-to-date and year-to-date periods ended September 26, 2020. The Company has also corrected the classification of certain amounts in the consolidated balance sheets, statements of cash flows and statements of changes in shareowners' equity to reflect the forward stock purchase contracts and convertible preferred stock as one unit of account, which represents a correction of an error of previously accounting for the instruments as two units of account. The corrections have no impact on the Company's net earnings, total assets, cash flows from operations or business segment information.

The following tables present the impact of the restatement on the Company's previously reported results of operations and comprehensive income, as applicable, for the quarter-to-date and year-to-date periods ended October 2, 2021, July 3, 2021, April 3, 2021, September 26, 2020, June 27, 2020 and March 28, 2020.

	Quarter-To-Date October 2, 2021						Year-To-Date October 2, 2021
(Millions of Dollars, except per share amounts	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Total Comprehensive Income Attributable to Common Shareowners	$	326.8	$	(0.4)	$	326.4	$	1,186.7	$	(0.9)	$	1,185.8

	Quarter-To-Date July 3, 2021						Year-To-Date July 3, 2021
(Millions of Dollars, except per share amounts	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Net Earnings Attributable to Common Shareowners	$	454.7	$	—	$	454.7	$	932.7	$	—	$	932.7
Add: Contract adjustment payments accretion	—		0.3		0.3		—		0.5		0.5
Net Earnings Attributable to Common Shareowners - Diluted	$	454.7	$	0.3	$	455.0	$	932.7	$	0.5	$	933.2
Earnings per share of common stock:
Basic	$	2.87	$	—	$	2.87	$	5.90	$	—	$	5.90
Diluted	$	2.81	$	(0.06)	$	2.75	$	5.80	$	(0.13)	$	5.67
Weighted-average shares outstanding (in thousands):
Basic	158,644		—		158,644		158,081		—		158,081
Diluted	161,571		3,615		165,186		160,861		3,872		164,733

	Quarter-To-Date April 3, 2021
(Millions of Dollars, except per share amounts	As Previously Reported		Restatement Impacts		As Restated
Net Earnings Attributable to Common Shareowners	$	478.0	$	—	$	478.0
Add: Contract adjustment payments accretion	$	—	$	0.2	$	0.2
Net Earnings Attributable to Common Shareowners - Diluted	$	478.0	$	0.2	$	478.2
Earnings per share of common stock:
Basic	$	3.04	$	—	$	3.04
Diluted	$	2.98	$	(0.07)	$	2.91
Weighted-average shares outstanding (in thousands):
Basic	157,490		—		157,490
Diluted	160,220		4,129		164,349

	Quarter-To-Date September 26, 2020						Year-To-Date September 26, 2020
(Millions of Dollars, except per share amounts	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Net Earnings Attributable to Common Shareowners	$	385.5	$	—	$	385.5	$	752.4	$	(0.7)	$	751.7
Add: Contract adjustment payments accretion	—		0.1		0.1		—		1.5		1.5
Net Earnings Attributable to Common Shareowners - Diluted	$	385.5	$	0.1	$	385.6	$	752.4	$	0.8	$	753.2
Total Comprehensive Income Attributable to Common Shareowners	$	465.0	—		$	465.0	$	675.9	(0.7)		$	675.2
Earnings per share of common stock:
Basic	$	2.47	$	—	$	2.47	$	4.91	$	(0.01)	$	4.90
Diluted	$	2.44	$	(0.07)	$	2.37	$	4.86	$	(0.21)	$	4.65
Weighted-average shares outstanding (in thousands):
Basic	156,370		—		156,370		153,345		—		153,345
Diluted	157,971		4,704		162,675		154,759		7,339		162,098

	Quarter-To-Date June 27, 2020						Year-To-Date June 27, 2020
(Millions of Dollars, except per share amounts	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Net Earnings Attributable to Common Shareowners	$	233.7	$	(0.2)	$	233.5	$	366.9	$	(0.7)	$	366.2
Add: Contract adjustment payments accretion	—		0.5		0.5		—		1.4		1.4
Net Earnings Attributable to Common Shareowners - Diluted	$	233.7	$	0.3	$	234.0	$	366.9	$	0.7	$	367.6
Earnings per share of common stock:
Basic	$	1.52	$	—	$	1.52	$	2.41	$	—	$	2.41
Diluted	$	1.52	$	(0.07)	$	1.45	$	2.39	$	(0.12)	$	2.27
Weighted-average shares outstanding (in thousands):
Basic	153,330		—		153,330		152,011		—		152,011
Diluted	154,154		7,436		161,590		153,290		8,657		161,947

	Quarter-To-Date March 28, 2020
(Millions of Dollars, except per share amounts	As Previously Reported		Restatement Impacts		As Restated
Net Earnings Attributable to Common Shareowners	$	133.2	$	(0.5)	$	132.7
Add: Contract adjustment payments accretion	—		0.9		0.9
Net Earnings Attributable to Common Shareowners - Diluted	$	133.2	$	0.4	$	133.6
Earnings per share of common stock:
Basic	$	0.89	$	(0.01)	$	0.88
Diluted	$	0.88	$	(0.05)	$	0.83
Weighted-average shares outstanding (in thousands):
Basic	150,330		—		150,330
Diluted	151,903		9,878		161,781

The tables below present the impact of the restatement on the classification of amounts within certain equity accounts as of October 2, 2021, July 3, 2021, April 3, 2021, September 26, 2020, June 27, 2020 and March 28, 2020. The values as previously reported were derived from the Company's Original Form 10-Q. Refer to the Company's Form 10-K/A for the year ended January 2, 2021, for impacts of the restatement on the consolidated balance sheet as of January 2, 2021.

	October 2, 2021
(Millions of Dollars)	As Previously Reported		Restatement Impacts		As Restated
Preferred stock, without par value	$	750.0	$	(129.7)	$	620.3
Retained earnings	$	8,546.8	$	(5.4)	$	8,541.4
Additional paid in capital	$	4,842.3	$	135.1	$	4,977.4
Total Shareowners’ Equity	$	11,318.2	$	—	$	11,318.2

	July 3, 2021
(Millions of Dollars)	As Previously Reported		Restatement Impacts		As Restated
Preferred stock, without par value	$	750.0	$	(129.7)	$	620.3
Retained earnings	$	8,258.6	$	(5.4)	$	8,253.2
Additional paid in capital	$	4,816.6	$	135.1	$	4,951.7
Total Shareowners’ Equity	$	11,086.0	$	—	$	11,086.0

	April 3, 2021
(Millions of Dollars)	As Previously Reported		Restatement Impacts		As Restated
Preferred stock, without par value	$	1,500.0	$	(129.7)	$	1,370.3
Retained earnings	$	7,915.5	$	(5.4)	$	7,910.1
Additional paid in capital	$	4,842.8	$	135.1	$	4,977.9
Total Shareowners’ Equity	$	11,404.8	$	—	$	11,404.8

	September 26, 2020
(Millions of Dollars)	As Previously Reported		Restatement Impacts		As Restated
Preferred stock, without par value	$	1,500.0	$	(129.7)	$	1,370.3
Retained earnings	$	7,200.4	$	(5.4)	$	7,195.0
Additional paid in capital	$	4,785.3	$	135.1	$	4,920.4
Total Shareowners’ Equity	$	10,379.3	$	—	$	10,379.3

	June 27, 2020
(Millions of Dollars)	As Previously Reported		Restatement Impacts		As Restated
Preferred stock, without par value	$	1,500.0	$	(129.7)	$	1,370.3
Retained earnings	$	6,924.5	$	(5.4)	$	6,919.1
Additional paid in capital	$	4,773.2	$	135.1	$	4,908.3
Total Shareowners’ Equity	$	9,965.6	$	—	$	9,965.6

	March 28, 2020
(Millions of Dollars)	As Previously Reported		Restatement Impacts		As Restated
Preferred stock, without par value	$	1,500.0	$	(269.5)	$	1,230.5
Retained earnings	$	6,796.6	$	(5.2)	$	6,791.4
Additional paid in capital	$	4,496.6	$	274.7	$	4,771.3
Total Shareowners’ Equity	$	8,959.2	$	—	$	8,959.2

The following tables present the impact of the restatement on the Company's previously reported consolidated statements of cash flows for the year-to-date period ended September 26, 2020, and the quarter-to-date and year-to-date periods ended June 27, 2020. The consolidated statements of cash flows for the remaining Affected Periods were not impacted by the restatement.

	Year-to-Date September 26, 2020
(Millions of Dollars)	As Previously Reported		Restatement Impacts		As Restated
Proceeds from issuance of remarketed preferred stock	$	—	$	750.0	$	750.0
Proceeds from issuances of common stock	$	843.8	$	(750.0)	$	93.8
Cash provided by financing activities	$	1,273.5	$	—	$	1,273.5

	Quarter-to-Date June 27, 2020						Year-to-Date June 27, 2020
(Millions of Dollars)	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Proceeds from issuance of remarketed preferred stock	$	—	$	750.0	$	750.0	$	—	$	750.0	$	750.0
Proceeds from issuances of common stock	$	756.7	$	(750.0)	$	6.7	$	801.3	$	(750.0)	$	51.3
Cash (used in) provided by financing activities	$	(391.5)	$	—	$	(391.5)	$	2,083.7	$	—	$	2,083.7

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 October 2, 2021 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 the Company's Form 10-K/A for the year ended January 2, 2021, and subsequent related filings with the SEC.

In February 2020, the Company acquired Consolidated Aerospace Manufacturing, LLC (“CAM”), an industry-leading manufacturer of specialty fasteners and components for the aerospace and defense markets. The CAM acquisition was accounted for as a business combination using the acquisition method of accounting and the results subsequent to the date of acquisition are included in the Company's Industrial segment.

On August 16, 2021, the Company agreed to acquire the remaining 80 percent ownership stake in MTD Holdings Inc. ("MTD"), a privately held global manufacturer of outdoor power equipment, for $1.6 billion in cash. The Company previously acquired a 20 percent interest in MTD in January 2019 for $234 million in cash. The Company is applying the equity method of accounting to the 20% investment in MTD. Upon closing of the remaining 80 percent ownership stake, the acquisition will be accounted for as a business combination using the acquisition method of accounting and consolidated into the Company's Tools & Storage segment. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the fourth quarter of 2021.

In November 2020, the Company sold its commercial electronic operations in five countries in Europe and emerging markets within the Security segment. In October 2020, the Company sold a product line in Oil & Gas within the Industrial segment. The operating results of these businesses have been reported in the consolidated financial statements through the dates of sale in 2020.

Refer to Note F, Acquisitions and Investments (as Restated), and Note T, Divestitures, for further discussion of these transactions.

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.

Accounts And Notes Receivable, Net

Trade receivables are stated at gross invoice amounts less discounts, other allowances and provisions for credit losses. Financing receivables are initially recorded at fair value, less impairments or provisions for credit losses. 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 its 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.

Allowance For Credit Losses

The Company maintains an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of its receivables. The allowance is determined using two methods. First, a specific reserve is established for individual accounts where information indicates the customers may have an inability to meet financial obligations. Second, a reserve is determined for all customers based on a range of percentages applied to aging categories. These percentages are based on historical collection rates, write-off experience, and forecasts of future economic conditions. Actual write-offs are charged against the allowance when collection efforts have been unsuccessful.

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 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. 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 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.

A portion of the Company’s revenues within the Security and Infrastructure businesses is generated from equipment leased to customers. Customer arrangements are identified as leases if they include transfer of a tangible asset which is provided to the customer in exchange for payments typically at fixed rates payable monthly, quarterly or annually. Customer leases may include terms to allow for extension of leases for a short period of time, but typically do not provide for customer termination prior to the initial term. Some customer leases include terms to allow the customer to purchase the underlying asset, which occurs occasionally, and virtually no customer leases include residual value guarantee clauses. Within the Security business, the underlying asset typically has no value at termination of the customer lease, so no residual value asset is recorded in the

financial statements. For Infrastructure business leases, underlying assets are assessed for functionality at termination of the lease and, if necessary, an impairment to the leased asset value is recorded.

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 (including equipment lease obligations) 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 product line. 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 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, as appropriate, in the consolidated balance sheet 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 consolidated balance sheet.

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