Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 5/6 · 22/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Brands, application-specific components and achieved savings identify plausible mechanisms, but do not establish a durable competitive premium, switching barrier or relative cost advantage. The uncertain verdict reflects insufficient evidence rather than established competitive weakness.
durability · — · Trademark ownership and continuing operations do not establish how long economic advantages can persist. The catalog lacks sustained competitive outcome comparisons and does not demonstrate patent dependency.
customer dependency · — · Application-specific products could create friction, but qualification requirements, replacement costs and contractual dependency are absent. Large-customer concentration establishes supplier exposure rather than customer dependency on SWK.
erosion resilience · — · Savings and recent volume recovery show adaptation, but do not establish preservation of a structural advantage against rivals. Historical cost-recovery weakness and private-label competition leave resilience unresolved.
Pouvoir de fixation des prix50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Tools & Outdoor realized 7% pricing growth in 2022 and 4% in first-quarter 2026, alongside volume declines of 12% and 5%. Second-quarter Tools & Outdoor pricing was flat and Engineered Fastening pricing rose 1% with 2% volume growth. Practical pricing flexibility is demonstrated, but durable premiums and elasticity remain unresolved.
retention · 2/4 · Indirect demand evidence is mixed: 2023 retail point-of-sale demand remained above 2019 levels, major retailers continued substantial purchases and consolidated volume grew 3% in second-quarter 2026. Earlier volume and organic declines limit confidence. These are demand proxies, not measured repeat-purchase or retention rates.
margin resilience · 2/4 · Pricing failed to offset inflation, supply-chain costs and volume weakness in 2022. Industrial pricing and cost control subsequently offset lower volume, while first-quarter 2026 Tools & Outdoor pricing largely offset tariffs. Recent recovery includes productivity, mix and approximately 250 basis points of net tariff-refund benefit, so it cannot be credited to pricing alone.
contractual freedom · 2/4 · Realized price increases establish some practical ability to change commercial pricing. Concentrated retailer purchases and disclosed negotiating exposure constrain that freedom. This is an indirect assessment; customer contracts, repricing clauses and commitment periods are not supplied.
Prévisibilité71
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 25.00
- Revenue growth volatility (pp)
- 5.65
- Positive FCF years (%)
- 80.00
- FCF margin volatility (pp)
- 6.47
Solidité financière10
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 7.36
- currentRatioGrade
- 31.18
- Debt / FCF (x)
- 8.52
- Net debt / operating income (x)
- 5.98
- Current ratio (x)
- 1.14
Allocation du capital51
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 4.14
- 3-year average dilution (%)
- 0.69
- 3-year average SBC / revenue (%)
- 0.61
- cashConversionGrade
- 0.00
Qualité du management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Inventory reduction, the completed $1.8 billion CAM sale and elimination of commercial paper support discipline. First-half 2026 operating cash flow of $374.3 million exceeded $123.4 million of capital and software spending, but dividends, treasury purchases and forward settlement also consumed substantial cash. Divestiture proceeds helped finance debt reduction and distributions; allocation returns and repurchase value remain unproven.
incentive alignment · 3/4 · Actual annual payouts of 66.8%–72.3% of target and a 19.2% multiyear PSU payout demonstrate reduced rewards after weak results; no discretion was applied to 2025 annual payouts. Existing ownership guidelines, clawbacks and anti-hedging protections reinforce alignment. Ownership compliance and exceptional long-term effectiveness are unestablished.
execution · 2/4 · The completed $2.1 billion savings program exceeded its target, inventory declined and second-quarter volume and operating performance improved. Against these achievements, multiyear incentive metrics were largely below threshold and 2025 divisional operating-profit and working-capital outcomes missed goals. Execution is assessed from reported achievements and indirect operating evidence spanning management transitions.
governance · 3/4 · Adopted annual director elections, majority voting, written consent and a reduced special-meeting threshold establish concrete accountability mechanisms. Independent committees and compensation protections support oversight. The disclosed executive-chair structure and limited evidence of long-term governance effectiveness prevent an exceptional assessment.
Preuves
Other Information Competition The Company competes on the basis of its reputation for innovation and product quality, its well-known brands, its commitment to customer service, its strong customer relationships, the breadth of its product lines focused on core end-user segments, and customer value propositions.
Business / Competition · Dépôt 24/02/2026
In the Tools & Outdoor segment, significant trademarks include DEWALT®, CRAFTSMAN®, STANLEY®, BLACK+DECKER®, DEWALT FLEXVOLT®, DEWALT POWERSTACK®, DEWALT POWERSHIFT™, IRWIN®, LENOX®, PORTER-CABLE®, BOSTITCH®, FATMAX®, Powers®, Guaranteed Tough®, MAC TOOLS®, PROTO®, Vidmar®, FACOM®, Expert®, CribMaster®, LISTA®, MTD®, CUB CADET®, TROY-BILT®, HUSTLER®, and the yellow & black color scheme for power tools and accessories.
Business / Patents and Trademarks · Dépôt 24/02/2026
The Company encounters active competition in the Tools & Outdoor and Engineered Fastening segments from both larger and smaller companies that offer the same or similar products and services or that produce different products appropriate for the same uses.
Business / Competition · Dépôt 24/02/2026
Certain large customers offer private label brands (“house brands”) that compete across a wide spectrum of the Company’s Tools & Outdoor segment product offerings.
Business / Competition / retailer private labels · Dépôt 24/02/2026
and Europe. A consolidation of retailers in both North America and abroad has occurred over time and the increasing size and importance of individual customers creates risk of exposure to potential volume loss or reduced leverage in price negotiations, which could have an adverse effect on net sales and profitability.
Risk Factors / Customer consolidation · Dépôt 24/02/2026
The Home Depot accounted for approximately 15% and 14% of the Company's consolidated net sales in 2025 and 2024, respectively, while Lowe's accounted for approximately 12% and 14% of the Company's consolidated net sales in 2025 and 2024, respectively.
Business / Major Customers · Dépôt 24/02/2026
Tools & Outdoor net sales increased $1.606 billion, or 13%, in 2022 compared to 2021 due to a 7% increase in price and a 21% increase from acquisitions, partially offset by a 12% decrease in volume and a 3% decrease from foreign currency.
Results of Operations / Tools & Outdoor / 2022 price and volume · Dépôt 27/02/2024
Tools & Outdoor net sales increased 2% compared to the first three months of 2025 as a 4% increase in price and a 3% increase from foreign currency was partially offset by a 5% decrease in volume.
Results of Operations / Tools & Outdoor / first-quarter 2026 · Dépôt 29/04/2026
Pricing was flat. Organic revenue* increased 3%, primarily driven by power tools strength in U.S.
Second-quarter 2026 segment results / Tools & Outdoor pricing · Dépôt 29/07/2026
Patents and Trademarks No business segment is solely dependent, to any significant degree, on patents, licenses, franchises or concessions, and the loss of one or several of these patents, licenses, franchises or concessions would not have a material adverse effect on any of the Company's businesses.
Business / Patents and Trademarks · Dépôt 24/02/2026
Excluding these adjustments, gross profit was 26.0% of net sales in 2022 compared to 33.6% in 2021, as price realization was more than offset by commodity inflation, higher supply chain costs, including the impact of planned production curtailments, and lower volume.
Results of Operations / 2022 gross profit and cost recovery · Dépôt 27/02/2024
Excluding Non-GAAP adjustments of $18.7 million and $7.8 million in 2023 and 2022, respectively, segment profit amounted to 11.8% of net sales in 2023 compared to 9.7% in 2022, as price realization and cost control more than offset lower volume.
Results of Operations / Industrial / 2023 price realization and cost control · Dépôt 18/02/2025
The program was completed as of the end of 2025 and generated approximately $2.1 billion of pre-tax run-rate savings, exceeding its original cost savings target.
Business Overview / completed Global Cost Reduction Program · Dépôt 29/07/2026
The year-over-year change in gross profit as a percent of sales and adjusted gross profit as a percent of sales were primarily driven by operational cost improvement and favorable product mix, in addition to a benefit of approximately 250 basis points related to the net impact of tariff refunds realized as described above.
Consolidated Results / second-quarter 2026 gross-profit drivers · Dépôt 29/07/2026
Although the broader Global Cost Reduction Program has been completed, the Company continues to pursue targeted and strategic footprint actions to support the ongoing network transformation and reposition its supply chain, as necessary.
Business Overview / ongoing footprint actions · Dépôt 29/07/2026
As a result, these products became subject to additional tariffs on imports from Mexico in 2025.
Risk Factors / realized additional Mexico tariffs · Dépôt 29/07/2026
The 2023 U.S. retail point-of-sale demand remained above pre-pandemic 2019 levels, supported by price increases and strength in professional tools.
Results of Operations / Tools & Outdoor / 2023 retail demand · Dépôt 18/02/2025
36 Table of Contents Consolidated Results Net Sales: Net sales were $3.961 billion in the second quarter of 2026 compared to $3.945 billion in the second quarter of 2025, relatively flat year-over-year, as a 3% increase in volume and a 1% increase from foreign currency were offset by a 3% decrease from the CAM business divestiture and a 1% decrease from strategic outdoor product line transitions.
Consolidated Results / second-quarter 2026 sales and volume · Dépôt 29/07/2026
In addition, the Company has reduced inventory by over $2 billion since the end of the second quarter of 2022 and expects further working capital reductions to support free cash flow generation in 2026.
Management discussion / inventory reduction · Dépôt 24/02/2026
AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE AND SIX MONTHS ENDED JULY 4, 2026 AND JUNE 28, 2025 (Unaudited, Millions of Dollars) Second Quarter Year-to-Date 2026 2025 2026 2025 OPERATING ACTIVITIES Net earnings $ 351.3 $ 101.9 $ 410.9 $ 192.3 Adjustments to reconcile net earnings to cash provided by (used in) operating activities: Depreciation and amortization of property, plant and equipment 101.8 92.7 186.2 183.8 Amortization of intangibles 27.6 37.4 56.2 74.7 (Gain) loss on sales of businesses (273.7) — (270.6) 0.3 Asset impairment charges 5.3 — 28.0 — Stock-based compensation expense 24.4 28.0 52.6 64.4 Changes in working capital 282.1 127.6 (106.7) (341.4) Changes in other assets and liabilities 244.3 (173.3) 17.7 (379.8) Cash provided by (used in) operating activities 763.1 214.3 374.3 (205.7) INVESTING ACTIVITIES Capital and software expenditures (64.9) (79.6) (123.4) (144.6) Proceeds from sales of businesses, net of cash sold 1,814.6 — 1,814.7 5.0 Other 3.5 12.4 6.4 14.7 Cash provided (used in) investing activities 1,753.2 (67.2) 1,697.7 (124.9) FINANCING ACTIVITIES Payments on long-term debt — (0.3) (500.1) (500.3) Net short-term commercial paper (repayments) borrowings (1,750.2) (98.2) (604.8) 1,038.0 Proceeds from issuances of common stock 3.1 2.2 7.7 4.9 Purchases of common stock for treasury (252.1) (0.8) (267.4) (12.5) Cash dividends on common stock (124.3) (124.0) (250.3) (248.5) Partial cash settlement on forward share purchase contract (125.0) — (125.0) — Other (2.6) (1.9) (3.0) (2.6) Cash (used in) provided by financing activities (2,251.1) (223.0) (1,742.9) 279.0 Effect of exchange rate changes on cash, cash equivalents and restricted cash (5.6) 42.6 (12.5) 74.1 Change in cash, cash equivalents and restricted cash 259.6 (33.3) 316.6 22.5 Cash, cash equivalents and restricted cash, beginning of period 344.4 348.6 287.4 292.8 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 604.0 $ 315.3 $ 604.0 $ 315.3 The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances as of July 4, 2026 and January 3, 2026: July 4, 2026 January 3, 2026 Cash and cash equivalents $ 592.4 $ 280.1 Restricted cash included in Other current assets 11.6 7.3 Cash, cash equivalents and restricted cash $ 604.0 $ 287.4 See Notes to Unaudited Condensed Consolidated Financial Statements.
Condensed Consolidated Statements of Cash Flows / first half 2026 · Dépôt 29/07/2026
Divestitures On April 6, 2026, the Company sold the CAM business to Howmet Aerospace for $1.8 billion in cash.
Business Overview / completed CAM divestiture · Dépôt 29/07/2026
Dollars. As of July 4, 2026, the Company had no commercial paper borrowings outstanding.
Debt disclosures / commercial paper at July 4, 2026 · Dépôt 29/07/2026
Our 2025 compensation program reflects this philosophy, as performance results under the Company’s 2025 MICP were below target resulting in bonus payouts ranging from 66.8% to 72.3% of target for named executive officers and our performance results under the 2023–2025 Long-Term Incentive Plan Performance Share Units (“LTIP PSUs”) resulted in a 19.2% payout as a result of below threshold performance for all metrics in 2023, 2024 and 2025 other than CFROI performance for 2023, which was above target.
Proxy / actual 2025 annual and 2023–2025 long-term incentive outcomes · Dépôt 06/03/2026
The Compensation Committee applied no discretion in determining performance and payouts under the 2025 MICP for our named executive officers.
Proxy / no discretion applied to 2025 annual incentive payouts · Dépôt 06/03/2026
Reward Provide Competitive Total Compensation Opportunity To attract and retain high caliber executive talent, total target compensation opportunity is designed to be competitive relative to comparable roles in the market and generally aligned to market median Compensation Committee retains the discretion to set individual total compensation opportunities based on factors such as: performance, experience, responsibilities, succession considerations, role criticality and/or retention risk ■ ■ ■ Require Executives to be Shareholders A significant portion of each NEO’s total target compensation is in the form of equity-based awards Robust stock ownership guidelines require executives to maintain meaningful ownership levels, further aligning executives’ interests with those of our shareholders ■ ■ Minimize Compensation Risk Compensation program risk assessed annually to ensure that our compensation structure does not incentivize excessive risk-taking Clawback policies covering all time and performance-based incentive compensation Anti-hedging and anti-pledging policies ■ ■ ■ Protect Shareholder Interests No repricing or cash buyouts of options without shareholder approval Double-trigger vesting for severance and equity awards in the event of a change in control No excise tax gross-ups under change in control agreements and no tax gross-ups on perquisites (other than relocation benefits) ■ ■ Executive Compensation Program Overview Total direct compensation for our executives is delivered through three primary elements: base salary, annual cash incentives, and long-term equity incentive awards.
Proxy / existing compensation protections and ownership guidelines · Dépôt 06/03/2026
For 2025, adjusted division operating profit* performance was below threshold, the divisional trade working capital performance was below target and the adjusted division gross margin rate* performance was below target.
Proxy / actual 2025 divisional performance against goals · Dépôt 06/03/2026
The Board and Company are proud of the Company’s track record of being responsive to shareholder feedback as outlined in the table below: Shareholder Feedback Highlights of Board and Company Actions Over the Past Six Years CORPORATE GOVERNANCE Increase accountability and responsiveness to shareholders Eliminate supermajority vote requirements Amended governance documents to: • Adopt majority vote standard for uncontested director elections, including a director resignation policy • Eliminate supermajority voting requirements • Permit shareholder action by written consent • Proactively lower the minimum threshold for shareholders to call a special meeting from 35% to 25% • Adopt annual elections for all directors Evaluate regular Board refreshment and appropriate composition, skills and expertise • 7 of the independent director nominees were first appointed in the last five years • Recently added board members bring perspectives critical to the Company’s business and industry in areas such as finance and risk management, operations and supply chain, sales and marketing, analytics and digitization, technology and innovation, transformation experience and capital allocation EXECUTIVE COMPENSATION Reinforce execution of Global Cost Reduction Program in executive compensation program Increase focus on absolute amount of Free Cash Flow and balance sheet health Increase emphasis on TSR in executive compensation program • Added a transformation modifier to the 2023 MICP, based upon achievement against goals under our Global Cost Reduction Program, which was replaced by the adjusted gross margin modifier for the 2024 and 2025 MICP • Adopted a Free Cash Flow metric (calculated as operating cash flow less capital and software expenditures) in place of the historical cash flow multiple of net earnings metric • The Company added an additional condition for its 2025 and 2026 MICP programs requiring that the Company's TSR be at or above the median of the applicable peer group for executive officers to receive any additional payouts under the 2025 and 2026 MICP's respective modifier viii 2026 PROXY STATEMENT TABLE OF CONTENTS 2026 PROXY STATEMENT Shareholder Feedback Highlights of Board and Company Actions Over the Past Six Years SUSTAINABILITY Incorporate sustainability strategy within the business model • Refined sustainability goals to reflect current business portfolio and to align with the business strategy of a more focused company Board Nominees The following table provides summary information about each of the Company’s director nominees (please see “Item 1—Election of Directors” for more information).
Proxy / adopted governance changes and compensation conditions · Dépôt 06/03/2026
The Board also maintains effective oversight by consistently ensuring that each Board committee, other than the Executive Committee, is led by and composed entirely of independent directors.
Proxy / independent committee composition · Dépôt 06/03/2026
As detailed beginning on page vii of this proxy statement, the Board has strong corporate governance practices and all directors other than the Executive Chair and CEO are independent.
Proxy / board independence and executive-chair structure · Dépôt 06/03/2026
Higher pricing was largely offset by increased tariff expenses.
First-quarter 2026 segment results / Tools & Outdoor pricing versus tariffs · Dépôt 29/04/2026
Engineered Fastening net sales were down 18% year over year, due to the CAM divestiture (-21%), which was partially offset by volume (+2%) and pricing (+1%), while currency was flat.
Second-quarter 2026 segment results / Engineered Fastening price and volume · Dépôt 29/07/2026
The Engineered Fastening business primarily sells highly engineered components such as fasteners, fittings and various engineered products, which are designed for specific applications across multiple verticals.
Business Overview / application-specific Engineered Fastening components · Dépôt 29/07/2026
The overall 7% organic decline was a result of lower consumer outdoor and DIY market demand.
Results of Operations / Tools & Outdoor / 2023 organic decline · Dépôt 18/02/2025
