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 1000 Stanley Drive, New Britain, CT 06053

T (860) 225 5111

April 29, 2025

Via EDGAR

Ms. Claire Erlanger and Mr. Kevin Woody

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

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 Ms. Erlanger and Mr. Woody:

The following is in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained in the comment letter dated April 1, 2025 pertaining to the Form 10-K for the fiscal year ended December 28, 2024 of Stanley Black & Decker, Inc. (the “Company”) filed on February 18, 2025 and the Form 8-K furnished on February 5, 2025. The Staff’s comments are repeated below (in bold-italics type) with the Company’s response following (in regular type).

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.

The Company acknowledges the Staff’s comment and advises the Staff that the income taxes attributable to its Non-GAAP adjustments are determined by calculating income taxes on pre-tax earnings, both inclusive and exclusive of Non-GAAP adjustments, taking into consideration the nature of the Non-GAAP adjustments and the applicable statutory income tax rates. The Company will revise its disclosures prospectively commencing with the Form

Ms. Claire Erlanger and Mr. Kevin Woody
United States Securities and Exchange Commission

10-Q for the quarter ended March 29, 2025 to explain how the income taxes attributable to its Non-GAAP adjustments have been determined.

2.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 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.

The Company acknowledges the Staff’s comment and advises the Staff that the Company accounted for all facility exit costs as restructuring costs in accordance with ASC 420 and disclosed such costs in Note N to the financial statements.

As disclosed on page 30, the footprint rationalization value stream of the supply chain transformation relates to the transformation of the Company’s manufacturing and distribution network from a decentralized and inefficient system of sites built through years of acquisitions to a strategically focused supply chain, inclusive of: (a) site closures, (b) transformations of existing manufacturing sites into centers of excellence, and (c) re-configuration of the Company’s distribution network.

During 2024, the Company’s footprint rationalization actions involved either the closure, transformation, or re-configuration of over 20 facilities. Of these facilities, the Company reported exit costs in 2024 related to 10 sites, including Hermosillo, Mexico; Kannapolis, North Carolina; and Spartanburg, South Carolina. These sites were not individually significant in terms of costs incurred or to the Company’s overall operations and therefore, were not disclosed. During 2023, the Company reported exit costs for separate site closures, including Fort Worth, Texas, which was disclosed given that this site accounted for a larger percentage of the total footprint rationalization costs in 2023 and had also previously been announced by the Company in a press release in March 2023. The exit costs associated with the separate site closures in 2024 and 2023 related primarily to employee severance charges and contract termination penalties incurred as a result of the Company’s decision to exit these locations. All exit costs related to site closures were accounted for as restructuring costs under ASC 420 and included in the “Restructuring charges” line in the summary table of the pre-tax Non-GAAP adjustments on page 34.

Separately, the Company incurred costs related to the transformation or re-configuration of other sites within its manufacturing and distribution network. These costs primarily related to inventory transfer costs and engineering and information technology costs to re-configure the operations, processes, floorplans or system functionality, as applicable by site, in order to integrate and globalize product value streams within manufacturing centers of excellence and create an integrated hub-and-spoke distribution model with strategically located regional sites to reduce delivery times to customers. These transformation and re-configuration costs totaled $45.2 million in 2024 and $14.6 million in 2023 and were reported in the “Footprint Rationalization” lines within gross profit (for manufacturing sites) and SG&A (for distribution sites) in the summary table of the pre-tax Non-GAAP adjustments on page 34.

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Ms. Claire Erlanger and Mr. Kevin Woody
United States Securities and Exchange Commission

The Company incorrectly referenced “exit” costs in the description of these costs in footnote (1).

The Company will revise its disclosures prospectively commencing with the Form 10-Q for the quarter ended March 29, 2025 to remove the reference to “exit” costs when describing the site transformation and re-configuration costs recorded to gross profit and SG&A and clarify that all facility exit costs related to site closures are reported in Restructuring charges.

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.

The Company acknowledges the Staff’s comment and advises the Staff that the non-cash asset write-downs of $44 million in 2023 included in footnote (1) related to tooling and inventory (predominantly raw materials and WIP) driven primarily by the closure of the Fort Worth, Texas manufacturing site. These costs were part of the footprint rationalization costs included in Gross Profit and are presented within Cost of sales in the income statement.

Separately, the asset impairment charges referenced in footnote (7) relate to impairments of long-lived assets, including certain indefinite-lived trade names and divested businesses accounted for under ASC 350, Intangibles – Goodwill And Other, and ASC 360, Property, Plant, And Equipment, respectively.

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.”

The Company acknowledges the Staff’s comment and advises the Staff that deal-related costs primarily relate to third-party legal and finance consulting fees related to executed acquisition and divestiture transactions. Separately, from time to time, the Company enters into transition services agreements, which are short-term in duration typically ranging from 12 to 24 months, to provide certain administrative functions, primarily information technology and finance, to the third-party acquirer of a previously divested business to ensure continuity of operations until these functions are integrated into the acquirer’s business processes. Income included in Other, net related to providing these transition services to the acquirer totaled $19.6 million, $49.0 million and $22.0 million for fiscal years 2024, 2023 and 2022, respectively, and primarily related to the Infrastructure and Security business divestitures, which were executed as part of the Company’s recent focus to simplify and streamline its portfolio. The internal and third-party costs incurred by the Company to provide these transition services were included in SG&A based on the nature of the related expenses, within the adjustment titled “transition services costs related to previously divested businesses”.

3

Ms. Claire Erlanger and Mr. Kevin Woody
United States Securities and Exchange Commission

The Company will revise its disclosures prospectively commencing with the Form 10-Q for the quarter ended March 29, 2025 to break out these components separately in the summary table of the pre-tax Non-GAAP adjustments.

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.

The Company acknowledges the Staff’s comment and advises the Staff that the Company will revise its disclosures to consolidated results and segment results prospectively commencing with the Form 10-Q for the quarter ended March 29, 2025 to discuss the GAAP financial measures with equal or greater prominence to the Non-GAAP financial measures, and to also discuss the changes in cost of sales.

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.

The Company acknowledges the Staff’s comment and advises the Staff that the Non-GAAP adjustments included in the Tools and Outdoor segment profit, which is defined as net sales minus cost of sales and SG&A, of $143.1 million and $196.7 million in 2024 and 2023, respectively, were primarily related to the Footprint Rationalization and Material Productivity & Operational Excellence value streams of the supply chain transformation, as well as acquisition and integration-related costs for the MTD and Excel acquisitions. The nature of these costs are further discussed in footnotes (1), (2), and (3) to the summary table of the pre-tax Non-GAAP adjustments on page 35.  The Company will revise its disclosures within the “Results of Operations” under subsection “Business Segment Results” of Management’s Discussion and Analysis of Financial Condition and Results of Operations prospectively commencing with the Form 10-Q for the quarter ended March 29, 2025 to describe the Non-GAAP adjustments included in segment profit (as well as Corporate Overhead as further discussed in the response to Comment #7 below).

4

Ms. Claire Erlanger and Mr. Kevin Woody
United States Securities and Exchange Commission

The Company’s management uses segment profit excluding Non-GAAP adjustments to evaluate the performance of its business segments and, as reflected on pages 32 and 33 of the Form 10-K for the year ended December 28, 2024 under subsection “Certain Items Impacting Earnings and Non-GAAP Financial Measures”, believes this measure helps investors better understand the operating results and business trends of the Company’s segments aside from the impact of the Non-GAAP adjustments.

Separately, as further discussed in the response to Comment #12 below, the Company’s management does not use the combined amount of segment profit measure (“Segment Profit” caption included in certain tables of the earnings release furnished on Form 8-K) to manage the business, and will remove this sub-total prospectively commencing with its earnings release for the first quarter of 2025.

Corporate Overhead, page 38

7.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 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.

The Company acknowledges the Staff’s comment and advises the Staff that the Non-GAAP adjustments included in the Corporate Overhead element of SG&A in 2024, 2023, and 2022 primarily consisted of the costs related to providing transition services related to previously divested businesses, as further discussed in response to Comment #4 above. The Non-GAAP adjustments included in Corporate Overhead in 2022 also included third-party consultant fees to assist the Company with identifying and quantifying opportunities and initial cost savings actions executed that year as part of the Global Cost Reduction Program, as well as costs to finalize functional transformation initiatives relating to improving the efficiency and outsourcing of certain back-office functions.

The Company has considered the guidance set forth in Item 10(e) of Regulation S-K and will revise its disclosures for Corporate Overhead within the “Results of Operations” under subsection “Business Segment Results” of Management’s Discussion and Analysis of Financial Condition and Results of Operations prospectively commencing with the Form 10-Q for the quarter ended March 29, 2025 to describe the Non-GAAP adjustments included in Corporate Overhead. As reflected on pages 32 and 33 of the Form 10-K for the fiscal year ended December 28, 2024, the Company includes the reasons why the Company’s management believes that presentation of segment profit (including Corporate Overhead) on a non