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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 2, 2021

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)

1000 STANLEY DRIVE

NEW BRITAIN, CT 06053

(Address of Principal Executive Offices and Zip Code)

Registrant’s Telephone Number, Including Area Code 860 225-5111

Securities Registered Pursuant to Section 12(b) of the Act:

Securities Registered Pursuant To Section 12(g) Of The Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ

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 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, a 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.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ

As of June 26, 2020, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $21.8 billion based on the New York Stock Exchange closing price for such shares on that date. On February 15, 2021, the registrant had 160,893,004 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2021 annual meeting of shareholders (the "2021 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K/A where indicated. The 2021 Proxy Statement was filed with the U.S. Securities Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

EXPLANATORY NOTE

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”). This Amendment No. 1 on Form 10-K (this "Amendment" or "Form 10-K/A") is being filed to restate certain information in the Company's previously issued consolidated financial statements for the fiscal years ended January 2, 2021, December 28, 2019, and December 29, 2018, as well as the summarized unaudited interim financial information for each of the quarters during the years ended January 2, 2021 and December 28, 2019 (collectively, the "Affected Periods"), contained in the Original Form 10-K (the “Restatement”).

Background of Restatement

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 Company’s assessment of the applicable accounting guidance relating to combining freestanding instruments. 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.

On January 24, 2022, the Company's management and the audit committee of the Company's Board of Directors concluded that the previously issued financial statements during the Affected Periods should be restated. In this Amendment, the Company has restated its basic and diluted earnings per share, as applicable, and the related diluted earnings per share impacts disclosed in this Form 10-K/A, 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. The Company 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.

Internal Control Considerations

In connection with the Restatement, management has concluded that the Company had material weaknesses in its internal control over financial reporting as of January 2, 2021, related to its accounting for the Equity Units. For a discussion of management’s considerations of the Company’s disclosures controls and procedures, internal controls over financial reporting, and material weaknesses identified, refer to Controls and Procedures in Part II, Item 9A.

Items Amended in this Amendment

This Amendment sets forth the Original Form 10-K, as modified and superseded where necessary to reflect the Restatement and the related internal control considerations. Accordingly, the following items included in the Original Form 10-K have been amended:

• Part I, Item 1.A, Risk Factors

• Part II, Item 6, Selected Financial Data

• Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations

• Part II, Item 8, Financial Statements and Supplementary Data

• Part II, Item 9A, Controls and Procedures

• Part IV, Item 15, Exhibits and Financial Statement Schedules

Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment currently dated certifications from its Chief Executive Officer and President and Chief Financial Officer. These certifications are filed or furnished, as applicable, as Exhibits 31.1(a), 31.1(b), 32.1 and 32.2.

Except as described above, this Amendment does not amend, update or change any other disclosures in the Original Form 10-K. In addition, the information contained in this Amendment does not reflect events occurring after the Original Form 10-K and does not modify or update the disclosures therein, except to reflect the effects of the Restatement. This Amendment should be read in conjunction with the Company’s other filings with the SEC.

TABLE OF CONTENTS

FORM 10-K/A

PART I