SecProbe.io

April 1, 2025
Patrick Hallinan
Chief Financial Officer
Stanley Black & Decker, Inc.
1000 Stanley Drive
New Britain, CT 06053
Re:Stanley Black & Decker, Inc.
Form 10-K for the Year Ended December 28, 2024
Form 8-K furnished on February 5, 2025
File No. 001-05224
Dear Patrick Hallinan:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 28, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Certain Items Impacting Earnings and Non-GAAP Financial Measures, page 32
1.We note from the tables on page 33 and 34 that you are making non-GAAP
adjustments to income taxes on continuing operations.  Please revise to include
disclosure on how this adjustment has been calculated or determined.  See Question
102.11 of the SEC Staff’s C&DI on Non-GAAP Financial Measures.

We note from footnote (1) at the top of page 35, that the adjustment for “footprint
rationalization” costs in 2024 primarily relates to accelerated depreciation of
manufacturing and distribution center equipment of $48.9 million and other facility
exit and re-configuration costs of $45.2 million.  Please tell us specifically which
facilities had exit costs in 2024 and explain to us why these exit and re-configuration
costs are not accounted for as restructuring costs in accordance with ASC 420 and 2.

April 1, 2025
Page 2
disclosed in Note N to the financial statements.  As part of your response, please
similarly address the 2023 facility exit costs included in this adjustment.
3.Please tell us how the non-cash asset write-downs of $44 million included in footnote
(1) differ from the assets that are included as “asset impairment charges” in footnote
(7) and are separately presented on the face of the income statement.  As part of your
response, please tell us where the asset write-downs referred to in footnote (1) are
presented in your income statement.
4.We note from your disclosure in footnote (4) that the adjustment for “other, net”
includes deal-related costs, net of income related to providing transition services to
previously divested businesses.  Please explain to us in more detail the nature of this
amount as well as the amount of the offsetting income.  Also, please tell us how this
adjustment differs from your adjustment titled “transition service costs related to
previously divested businesses.”
Consolidated Results, page 35
5.We note that in your discussion of both consolidated results and segment results, your
explanation of the changes in certain line items or profitability measures, such as
gross profit, SG&A, income taxes, and segment profit, relate only to non-GAAP
amounts and you do not explain the changes in the comparable GAAP amount.  In
order to avoid undue prominence of the non-GAAP financial measures, please revise
your results of operations section in the future to clearly discuss the reasons for the
changes in significant income statement line items and segment profitability measures
(computed on a GAAP basis) prior to discussing any related non-GAAP amounts.  In
this regard, you should also discuss the changes in cost of sales line item as part of
your gross profit disclosure.  See guidance in Question 102.10 of the SEC Staff's
C&DI on Non-GAAP Financial Measures.
Business Segment Results, page 37
6.We note from your disclosure on page 37, that in regards to your discussion of the
Tools and Outdoor segment, you disclose that excluding Non-GAAP adjustments of
$143.1 million and $196.7 million in 2024 and 2023, respectively, segment profit
amounted to 10.1% of net sales in 2024 compared to 6.6% of net sales in 2023,
primarily due to supply chain transformation benefits and lower inventory destocking
costs, which were partially offset by growth investments.  We also note that your
earnings release furnished on Form 8-K on February 5, 2025 includes tables
disclosing a non-GAAP segment profit amount for both segments.  Please explain to
us the nature and amount of each these non-GAAP adjustments to segment profit and
tell us how management uses these adjusted amounts.
Corporate Overhead, page 38
We note your disclosure on page 38 that excluding Non-GAAP adjustments of $23.4
million, $50.9 million, and $64.5 million in 2024, 2023, and 2022, respectively, the
Corporate Overhead element of SG&A was $247.2 million, $261.3 million, and
$229.5 million in 2024, 2023, and 2022, respectively.  Please explain to us the nature
of these non-GAAP adjustments and revise to include all disclosures required by Item 7.

April 1, 2025
Page 3
10(e) of Regulation S-K as they apply to your disclosure of Non-GAAP Corporate
Overhead.  Please note that in accordance with Question 100.01 of the SEC Staff’s
C&DI on Non-GAAP Financial Measures, non-GAAP adjustments must not include
any costs considered normal, recurring, cash operating expenses.   As part of your
response, please include your proposed revised disclosure.
Notes to the Audited Financial Statements
Note M. Other Costs and Expenses, page 95
8.We note your disclosure that Other, net is primarily comprised of intangible asset
amortization expense, currency-related gains or losses, environmental remediation
expense, deal costs and related consulting costs, and certain pension gains or losses.
In light if the significance of this line item on the statement of operations, please
revise your note to separately state the material amounts comprising this line item.
See guidance in Item 5-03 of Regulation S-X.
Note O. Business Segments and Geographic Areas, page 96
9.We note that the reconciliation of segment profit to earnings from continuing
operations before income taxes includes an amount for corporate overhead.  We also
note from your disclosure on page 98 that corporate overhead includes the corporate
overhead element of SG&A, which is not allocated to the business segments. Please
provide for us, and revise future filings to provide, a more detailed description of the
nature of all significant items included in this amount.  See guidance in ASC 280-10-
50-31.
Note P. Income Taxes, page 99
10.We note that in the reconciliation of the U.S. federal statutory income tax provision to
Income taxes on continuing operations in the Consolidated Statements of Operations,
there is a significant amount for capital loss in the year ended December 28, 2024.
Please explain to us the nature of this amount.
Form 8-K furnished on February 5, 2025
Exhibit 99.1 Earnings Release, page 1
11.We note that you have disclosed organic growth as a percentage, such as in the 2 nd
bullet on page 1 which states that Fourth Quarter Revenues of $3.7 Billion, Flat
Versus Prior Year With 3% Organic Growth* Offset by Infrastructure Divestiture and
Currency.  Please note that disclosure of organic revenue or organic growth, even
disclosed as a percentage or ratio, is considered a non-GAAP measure.  Please revise
to include a reconciliation quantifying how this amount is calculated or determined.
Exhibit 99.2 Financial statements and supporting schedules contained in earnings release,
page 12
We note that on page 12, 15 and 16 of Exhibit 99.2, you disclose total segment profit
and then show total segment profit less corporate overhead which results in an amount
described as “total.”  Please note that disclosure of the combined amount of segment
profit measures of your two segments outside the notes to the financial statements is 12.

April 1, 2025
Page 4
considered a non-GAAP financial measure and should be accompanied by the
disclosures required by Item 10(e) of Regulation S-K.  We also note that you reduce
this total segment profit measure by corporate overhead, creating another total which
appears to represent another non-GAAP financial measure.  Please explain to us how
management uses these non-GAAP financial measures and revise to include the
disclosures required by Item 10(e) of Regulation S-K.  Please note that any
adjustments included in these non-GAAP financial measures must not include normal
cash operating expenses under the guidance in Question 100.01 of the SEC Staff’s
C&DI on Non-GAAP Financial Measures.  Please provide us with your intended
revised disclosure including the reconciliations of these amounts to the most
comparable GAAP amount.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Claire Erlanger at 202-551-3301 or Kevin Woody at 202-551-3629
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing