Stanley Black & Decker (SWK) 10-K risk factor changes: FY2024 vs FY2023

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including those risks set forth under the heading entitled "Cautionary [removed: Statements Under the Private Securities Litigation Reform Act of 1995"] [added: Statement Concerning Forward-Looking Statements"] in Item 7, and in other documents that the Company files [removed: with] [added: with, or furnishes to,] the SEC, before making any investment decision with respect to its securities.

The [removed: success of the] Company’s [removed: efforts to grow its] business [removed: depends] [added: success depends, in part,] on the contributions and abilities of key executives and management personnel, its sales force and other personnel, including the ability of its sales force to adapt to any changes made in the sales organization and achieve adequate customer coverage.

A shortage of key [removed: employees] [added: employees, whether as a result of difficulty in recruiting, insufficient training or employee turnover,] might jeopardize the Company’s ability to implement its business strategy, and changes in the key management team can result in loss of continuity, loss of accumulated knowledge, [added: decreased morale,] departure of other key employees, disruptions to the Company’s operations and inefficiency during transitional periods.

The [removed: Company’s reputation, business, revenue and results of operations could be materially and adversely affected if it is unable] [added: failure] to recruit, retain, [removed: train, motivate,] [added: develop, engage,] and [removed: develop employees] [added: motivate qualified management, sales] and [added: other personnel and] successfully execute organizational change and management transitions at leadership [removed: levels.][added: levels could adversely impact the Company’s reputation, business, results of operations and financial condition.]

As part of the Company's strategy, it may acquire businesses or assets, divest businesses or assets, enter into strategic alliances and joint ventures, and make [added: similar] investments to further its [removed: business (collectively, “business combinations and investment transactions”), and also handle any post-closing issues, such as integration and transition services.][added: business.]

Risks associated with [removed: business combinations and investment] [added: such] transactions include the following, any of which could adversely affect the Company's financial results, including its effective tax rate:

- the failure to identify the most suitable [added: target] candidates for acquisitions and to close on such acquisitions within desired time [removed: frames and] [added: frames,] at a reasonable [removed: cost;][added: cost and on desirable terms;]

- difficulty in finding buyers or alternative exit strategies [removed: on acceptable terms] in [added: connection with divestitures in] a timely manner, [removed: or disposing of a business at a price or] [added: and] on [added: price and] terms that are [removed: less desirable than] [added: acceptable to] the [removed: Company had anticipated;][added: Company;]

- the [added: ability to conduct and evaluate the results of due diligence with respect to acquisitions and investment transactions, including the] failure to identify significant issues with a target company’s product quality, financial disclosures, accounting practices or internal control [removed: deficiencies] [added: deficiencies;] or the [removed: factors necessary to estimate reasonably accurate costs, timing and other matters, and the] failure to identify, or accurately assess the risks of, historical practices of target companies that would create liability or other exposures for the Company if they continue post-completion or as a result of successor liability;

- the impact of divestitures on the Company's revenue growth [added: and profitability] may be larger than projected, as the Company may experience greater dis-synergies than expected;

- incurring significant restructuring charges and amortization expense, assuming liabilities, ongoing or new lawsuits related to the transaction or otherwise or pre-closing regulatory violations of the acquired business, potential [removed: impairment of acquired goodwill and other intangible assets, and increasing the Company's expenses and working capital requirements;]

- continued [removed: financial] [added: post-closing] involvement in a divested business, such as through continuing equity ownership, guarantees, indemnities [removed: or] [added: and] other financial [removed: obligations;][added: obligations, or transition services arrangements;]

- increased volatility and market vulnerability [removed: as a result] [added: because] of a more focused portfolio following completion of [removed: business combinations] [added: divestitures] and investment transactions; and

In addition, the current and [removed: the] proposed changes to the U.S. and foreign regulatory approval process and requirements in connection with an acquisition or divestiture may jeopardize, delay or reduce the anticipated benefits of the transaction to the Company.

Failure to effectively integrate acquired companies, strategic investments and alliances, consummate or manage any future acquisitions, [removed: exit businesses or consummate] divestitures, or general business reorganizations, [removed: and mitigate the related risks,] may adversely affect the Company’s existing businesses and harm its operational results due to large write-offs, significant restructuring costs, contingent liabilities, substantial depreciation, and/or adverse tax or other consequences.

Global [added: trade and] supply chain constraints in the wake of geopolitical tensions and conflicts [removed: have,] [added: have adversely impacted,] and could [removed: again,] adversely impact [added: again,] the [removed: availability] [added: availability, pricing] and lead times for products, component parts and raw materials and thus negatively impact the Company’s results of operations.

In addition, the Company’s ability to import these items in a timely and cost-effective manner may be affected by conditions at ports or issues that otherwise affect transportation and warehousing providers, such as fluctuations in freight costs, port and shipping capacity, labor disputes and shortages, severe weather, [removed: including severe weather due to climate change,] or increased homeland security requirements in the U.S. and other countries.

These alternatives may not be available on short notice or could result in higher transit costs, which could have an adverse impact on the Company’s [removed: business] [added: business, results of operations,] and financial condition.

The Company is focused on optimizing inventory levels via improved supply chain conditions and strategic inventory [removed: management through the Global Cost Reduction Program implemented in mid-2022, which includes an initiative to reduce inventory levels by reducing complexity through SKU rationalization.][added: management.]

Any failure to [removed: achieve SKU rationalization efforts in an efficient manner or reduce] [added: optimize] inventory levels [removed: in general,] or otherwise maintain appropriate inventory levels to meet consumer and customer demand, may expose the Company to risks of excess inventory and less marketable or obsolete inventory and could require the Company to sell excess or obsolete inventory at a discount, which could result in inventory write-offs that would negatively impact the Company’s [removed: revenues and profit margin.][added: results of operations.]

Substantially all of the Company's import operations are subject to customs [removed: requirements] [added: requirements, trade restrictions] and [removed: to tariffs] [added: protection measures,] and [added: to tariffs,] quotas [added: and taxes on imports] set by governments through mutual agreements, bilateral actions or, in some cases unilateral [removed: action.][added: action, such as tariffs implemented by the U.S. government under Section 301 of the Trade Act of 1974.]

Changes in [removed: U.S.] [added: governmental] policy regarding international trade, including import and export [removed: regulation] [added: regulation, sanctions,] and international trade agreements, have negatively impacted the Company’s business.

Similar U.S. actions [added: involving China, Mexico or other countries,] and any corresponding retaliatory efforts, could [added: be adopted or modified with little or no advanced notice,] result in [added: disruption to the Company's supply chain and] an increase in supply chain costs that the Company may not be able to [removed: offset or otherwise] [added: accurately assess and offset, which could in turn require the Company to increase its prices and, in the event customer demand declines as a result,] adversely impact the Company’s results of operations.

Adverse changes in [removed: these] [added: the Company’s] import costs and restrictions, or failure by the Company’s suppliers to comply with customs regulations or similar laws, could harm the Company’s business.

Although these trade agreements generally [removed: have] [added: have, and the Company has benefited from,] positive effects on trade liberalization, sourcing flexibility and cost of goods by reducing or eliminating the duties and/or quotas assessed on products manufactured in a particular country, trade [removed: agreements] [added: agreements, however,] can also impose requirements that adversely affect the Company’s business, such as setting quotas on products that may be imported from a particular country into key markets including the U.S. or the European Union ("EU"), or making it easier for other [added: companies to compete, by eliminating restrictions on products from countries where the Company’s competitors source products.]

The Company’s ability to find qualified suppliers who meet its standards, [removed: including a majority of suppliers by spend having carbon emission reduction targets,] and supply products in a timely, cost-effective and efficient manner is a significant challenge with the increasing demand from customers, especially with respect to goods sourced from [removed: outside the U.S. For certain products, the Company may rely on one or very few] [added: non-U.S.] suppliers.

Poor quality or an insecure supply [removed: chain,] [added: chain] may also adversely affect the reliability and reputation of the Company.

The effects of extreme weather [removed: conditions, including as a result of climate change,] [added: conditions] could also place capacity constraints on the Company’s supply chain.

For example, steel and copper are critical to the design of the Company's products and some [removed: countries, including Chile and Australia] [added: countries] from which steel and copper are sourced, have experienced [removed: and are expected to continue to experience] severe weather.

A severe weather event in these countries could cause disruptions in the Company's supply chain which could, in turn, cause product shortages, delays in delivery and/or increases in the Company's cost [removed: incurred] to produce and deliver products to its customers.

Changes in customer [added: or end-user] preferences, the inability to maintain mutually beneficial relationships with large customers, inventory reductions by customers, and the inability to penetrate new channels of distribution could adversely affect the Company’s business.

In [removed: 2023,] [added: 2024,] the two largest customers comprised approximately [removed: 27%] [added: 28%] of consolidated net sales, with U.S. and international mass merchants and home centers collectively comprising approximately [removed: 42%] [added: 43%] of consolidated net sales.

The loss or material reduction of business, the lack of success of sales initiatives, or changes in customer [added: or end-user] preferences or loyalties for the Company’s products, related to any such significant customer could have a material adverse impact on the Company’s results of operations and cash flows.

Such distributor de-stocking exacerbated sales volume declines pertaining to weak [removed: end user] [added: end-user] demand and the broader economic recession.

The Company’s products compete on the basis of, among other things, its reputation for product quality, its well-known brands, price, [added: performance,] innovation and customer service capabilities.

To remain profitable and maintain or grow market share, the Company must maintain a competitive cost structure, develop new products and services, lead product innovation, [added: successfully execute its platform design innovation efforts,] respond to competitor innovations and enhance its existing products in a timely manner.

A consolidation of retailers in both North America and abroad has occurred over time and the increasing size [removed: and importance of individual customers creates risk of exposure to potential volume loss.]

The Company's future growth rate depends upon a number of factors, including its ability to (i) identify and evolve with emerging technological and broader industry trends in its target [removed: end-markets;] [added: end-markets, including, but not limited to, artificial intelligence and machine learning;] (ii) defend its market share against an ever-expanding number of competitors, including many new and non-traditional competitors; (iii) monitor disruptive technologies and business models; and (iv) attract, develop, and retain individuals with the requisite technical expertise and understanding of customers’ needs to develop new technologies and introduce new products.

To remain competitive, the Company will need to stay abreast of new technologies, require its employees to continue to learn and adapt to new technologies and be able to integrate them into current and future business models, products, services and [removed: processes] [added: processes, comply with evolving regulatory] and [added: operational requirements concerning the use of emerging technologies and] also guard against existing and new competitors disrupting the marketplace using such technologies.

For example, changing market trends, such as increased consumer demand for energy efficient products and technologies in [removed: response] [added: response, in part,] to climate change, require the Company to develop and adopt new innovations focused on electrification.

For certain products, the Company may rely on one or very few suppliers, which may limit the Company’s ability to expeditiously source alternatives.

The Company’s business is subject to risks associated with the global trade environment, including customs and trade regulations, tariffs, quotas, import taxes and international trade agreements.

Diplomatic and trade tensions between the U.S. and China remain high.

Existing tariffs remain in effect and there is a possibility of further escalation of trade tensions or additional trade restrictions.

Certain of the Company’s competitors may be better positioned than the Company to withstand or react to these kinds of changes and other restrictions on global trade and as a result the Company could lose market share to such competitors.

While the Company may be able to expand or shift sourcing options, such efforts are time consuming and would be difficult or impracticable for many products and may result in an increase in its manufacturing costs.

The Company cannot predict if, and to what extent, other countries in which its products are currently manufactured or will be manufactured in the future, or countries into which its products are imported, will be subject to, or implement, additional or increased tariffs, new trade restrictions or other changes to existing international trade agreements, the impact of which the Company may not be able to accurately assess or effectively mitigate and any of which could have a material adverse impact on its business.

In addition, efforts to withdraw from, or substantially modify, such agreements or arrangements, in addition to the implementation of more restrictive trade policies, such as more detailed inspections, import or export licensing requirements and exchange controls or new barriers to entry, could limit the Company’s ability to capitalize on current and future growth opportunities in international markets, impair its ability to expand the business by offering new products, and could adversely

impact its production costs, customer demand and relationships with customers and suppliers.

Any of these consequences could have a material adverse effect on the Company’s results of operations, financial condition and cash flows.

These companies, especially those with global footprints and low-cost sources of supply, vertically integrated business models and/or highly protected home countries outside the United States, may have lower labor and other production costs than the Company.

and importance of individual customers creates risk of exposure to potential volume or profitability loss.

During 2024, the Company recorded impairment charges of $72.4 million, comprised of $41.0 million related to the Lenox trade name, $25.5 million related to the Infrastructure business, and $5.9 million related to a small business in the Industrial segment.

During 2023, the Company recorded impairment charges of $274.8 million, comprised of $124.0 million related to the Irwin and Troy-Bilt trade names and $150.8 million related to the Infrastructure business.

During 2022, the Company recorded an impairment charge of $168.4 million related to the Oil & Gas business.

Refer to *Note E, Goodwill and Intangible Assets*, for additional information on the trade name impairments.

Refer to *Note S, Divestitures*, for additional information on the 2024 divestiture of the Infrastructure business and the 2022 divestiture of the Oil & Gas business.

impairment of acquired goodwill and other intangible assets, and increasing the Company's expenses and working capital requirements;

Negative economic conditions and outlooks in the markets the Company serves may weaken demand for the Company’s products.

Demand for the Company’s products depends, in part, on the general economic conditions affecting the industries and markets in which it does business, including, but not limited to, construction and housing, general industrial, automotive, aerospace and outdoor, and can be significantly reduced in an economic environment characterized by high unemployment, high interest rates, cautious consumer spending, inflation, lower corporate earnings, and lower business investment.

From time to time, the Company has been adversely impacted by negative economic conditions within the markets it serves, including labor and raw material shortages, inflation, high interest rates and declines in consumer confidence and housing demand.

Any decrease in demand for the Company’s products as a result of these and other negative economic factors may have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations and its ability to execute capital allocation plans, fund capital expenditures and investments, pay dividends and meet debt obligations and other liabilities.

As of December 28, 2024, the Company had $6.2 billion principal amount of indebtedness.

The Company must maintain, for each period of four consecutive fiscal quarters of the Company, an interest coverage ratio of not less than 3.50 to 1.00, provided that the Company is only required to maintain an interest coverage ratio of not less than (i) 1.50 to 1.00 for any four fiscal quarter period ending on or before the end of the Company’s second fiscal quarter of 2024, and (ii) 2.50 to 1.00 for any four fiscal quarter period ending after the Company’s second fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025.

For purposes of calculating the Company’s compliance with the interest coverage ratio, as defined in each credit agreement, the Company is permitted to increase EBITDA to allow for additional adjustment addbacks incurred prior to the end of the Company’s second fiscal quarter of 2025, provided that (A) the sum of the applicable adjustment addbacks incurred through and including the Company’s second fiscal quarter of 2024 may not exceed $500 million in the aggregate, and (B) the sum of the applicable adjustment addbacks incurred from the Company’s third fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025 may not exceed $250 million in the aggregate; provided, further, that the sum of the applicable adjustment addbacks for any four consecutive fiscal quarter period may not exceed $500 million in the aggregate.

Additionally, the Company’s business could be adversely affected if its customers, suppliers or financial institutions experience difficulty accessing capital markets in order to fulfill their commitments to the Company.

New vulnerabilities may be introduced as cybersecurity threats continue to evolve and if the Company or its third-party vendors increase their use of, or reliance on, emerging technologies, such as generative artificial intelligence and machine learning.

provider training, organizational investments, incident response plans, tabletop exercises, technical defenses and defensive product software designs.

Additionally, it is possible for security vulnerabilities or a cybersecurity threat to remain undetected for an extended time period, and the prioritization of decisions with respect to security measures and remediation of known vulnerabilities undertaken by the Company, and the vendors and other third parties upon which it relies, may be inadequate to protect against or fully mitigate cybersecurity threats.

audit based on the most currently available information, which involves inherent uncertainty.

In addition, any such requirements or other stakeholder expectations could require changes to be implemented on a more accelerated time frame than the Company anticipates or could result in changes to the Company’s business operations, supply chain and manufacturing processes.

Such legislation or regulation has increased, and may continue to increase, the Company’s compliance burdens and associated costs, including potential increased costs passed along from its suppliers.

Any legal proceedings, claims, disputes or investigations, whether with or without merit, can be time consuming and expensive to defend and can divert management’s attention and resources.

Changes in environmental and other laws and regulations in both domestic and foreign

The Company has also been, and may in the future be, subject to regulatory requirements and penalties concerning the Company’s products.

Refer to *Item 3.

Legal Proceedings* in *Part I* of this Annual Report on Form 10-K for further information about legal proceedings involving recalled products.

The Company’s failure to maintain its reputation and the image of its brands could adversely impact its business.

The Company’s brands and reputation are important assets, which contribute to its business success.

Maintaining, promoting and growing the Company’s brands and reputation depends upon maintaining positive customer and other stakeholder perception of the Company’s business.

The Company must therefore continue to recruit, retain, train and motivate management, sales and other personnel sufficiently to maintain its current business and support its projected growth.

In addition, the Company must invest heavily in reskilling and upskilling its employees, including placing an emphasis on lifelong learning.

Additionally, any unplanned turnover or inability to attract and retain key employees could have a negative effect on the Company’s results of operations.

The Company may make additional divestitures or pursue acquisitions in the future.

- the ability to conduct and evaluate the results of due diligence with respect to business combinations and investment transactions;

Imports are also subject to unpredictable foreign currency changes which may increase the Company’s cost of goods sold.

companies to compete, by eliminating restrictions on products from countries where the Company’s competitors source products.

These companies are often located in countries such as China, Taiwan and India where labor and other production costs are substantially lower than in the U.S., Canada and Western Europe.

Although the Company

As of December 30, 2023, the Company had $7.3 billion of indebtedness, including $6.2 billion of principal and $1.1 billion of commercial paper borrowings.

Subject to certain adjustments for portions of the 2023 and 2024 fiscal year periods as detailed below, the interest coverage ratio must not be less than 3.5 times and is computed quarterly, on a rolling twelve months (last twelve months) basis.

In February 2023, the Company entered into amendments to its credit facilities described above to: (a) amend the definition of Adjusted EBITDA to allow for additional adjustment addbacks, not to exceed $500 million in the aggregate, for amounts incurred during each four fiscal quarter period beginning with the period ending in the third quarter of 2023 through the period ending in the second quarter of 2024, and (b) amend the minimum interest coverage ratio to not less than 1.5 to 1.0 times computed quarterly, on a rolling twelve months (last twelve months) basis, for the period from and including the third quarter of 2023 through the second quarter of 2024.

The minimum interest coverage ratio will revert back to 3.5 times for periods after the second quarter of 2024.

standards, and other requirements could negatively impact revenues and brand reputation.

The Company currently purchases renewable energy certificates (“RECs”) to reduce Scope 2 emissions and is also assessing expanding its use of solar panels as an alternative energy source.

The Company may also face reputational risks and risks to the Company's investor confidence and market share if the Company is unable to make progress on the Company's voluntary environmental goals or is unable to keep apace with the progress made by the Company's peers.

The Company’s guidance may not always be accurate.

The following discussion and certain other sections of this Annual Report on Form 10-K contain statements reflecting the Company’s views about its future performance that constitute “forward-looking statements” under [added: Section 27A of] the [removed: Private] Securities [removed: Litigation Reform] Act of [removed: 1995.][added: 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.]

These factors include, without limitation, those set forth, or [removed: incorporated by reference,] [added: referenced therein,] below under the heading “Cautionary [removed: Statements Under The Private Securities Litigation Reform Act Of 1995.”] [added: Statement Concerning Forward-Looking Statements.”] The Company does not intend to update publicly any forward-looking statements whether as a result of new information, future events or otherwise.

[removed: Over the past two] [added: In recent] years, the Company has re-shaped its portfolio to focus on its leading positions in the tools & outdoor and engineered fastening markets.

- Advancing innovation, electrification and global market penetration to achieve [added: mid-single digit] organic revenue growth [removed: of 2] [added: (2] to 3 times the [removed: market;][added: market);]

The Company's business transformation is intended to drive strong financial performance over the long [removed: term,] [added: term (beyond 2027),] including:

- [removed: Organic] [added: Mid-single digit organic] revenue growth [removed: at 2] [added: (2] to 3 times the [removed: market;][added: market);]

- Free cash flow equal to, or exceeding, net income; [removed: and]

*•*Cash Flow Return On Investment ("CFROI"), computed as cash from operations plus after-tax interest expense, divided by the two-point average of debt and equity, [removed: between 12-15%.][added: greater than or equal to the mid-teens; and]

In terms of capital allocation, the Company remains committed, over time, to returning excess capital to shareholders through a strong and growing dividend as well as [added: a preference toward] opportunistically repurchasing shares.

Refer to *Note [removed: J,] [added: I,] Capital Stock*, for further discussion.

In addition, on April 23, 2021, the Board of Directors approved repurchases by the Company of its outstanding securities, other than its common [removed: stock] [added: stock,] up to an aggregate amount of $3.0 billion.

On July 22, 2022, the Company sold its Convergent Security Solutions ("CSS") business comprised of the commercial electronic security and healthcare businesses to Securitas AB for net proceeds of [removed: approximately] $3.1 billion.

Refer to *Note [removed: T,] [added: S,] Divestitures,* for further discussion of the Company's divestitures.

Refer to *Note [removed: E, Acquisitions,*] [added: H, Financial Instruments*,] for further discussion.

The program consists of a selling, general, and administrative ("SG&A") planned pre-tax run-rate cost savings of $500 million and a supply chain transformation expected to deliver $1.5 billion of pre-tax run-rate cost savings by the end of 2025 [removed: to achieve] [added: and facilitate the achievement of] projected 35%+ adjusted gross margins.

The SG&A cost savings [removed: are expected to be] [added: were] generated by simplifying the corporate structure, optimizing organizational spans and layers and reducing indirect spend.

These savings will help fund $300 million to $500 million of innovation and commercial investments through 2025 [added: designed] to accelerate organic growth.

The charges associated with the [removed: SG&A savings were] [added: ongoing execution of the supply chain transformation are] reflected in [added: the] Non-GAAP adjustments [removed: in 2022] detailed below in "Results From [removed: Operations".][added: Operations" and the full year estimate of Non-GAAP adjustments detailed below in "2025 Planning Assumptions".]

The $1.5 billion of pre-tax run-rate cost savings from the supply chain transformation [removed: will be] [added: has been, and continues to be,] driven by the following value streams:

- [removed: Strategic Sourcing:] [added: Material Productivity:] Implementing capabilities to source in a more efficient and integrated manner across all of the Company’s businesses and leveraging contract manufacturing;

- Operational Excellence: [removed: Leveraging the SBD Operating Model and re-designing] [added: Redesigning] in-plant operations following footprint rationalization to deliver incremental efficiencies, simplified organizational design and inventory [removed: optimization;][added: optimization leveraging a standard operating model and LEAN principles;]

The cash investment required to achieve the $1.5 billion of pre-tax run-rate supply chain cost savings is expected to [removed: be approximately $0.9 billion to $1.1] [added: approximate $0.7] billion, [added: as the source] of [removed: which approximately 40% is expected] [added: the savings has shifted] to [removed: be capital expenditures.][added: value streams with lower required investment such as material and operational productivity.]

Through [removed: 2023,] [added: 2024,] the Company has made approximately [removed: $0.2] [added: $0.5] billion of [removed: these] [added: total] cash investments.

The Company [removed: will] [added: intends to] continue prioritizing capital expenditures consistent with its existing approach and expects total capital expenditures, inclusive of the supply chain transformation, to [removed: be $400 million to $500 million for 2024 and to] approximate [removed: 3.0%] [added: 2.5%] to [removed: 3.5%] [added: 3.0%] of net sales annually in 2025 and beyond.

During [removed: 2023] [added: 2024] and since inception of the program, the Company has generated approximately [removed: $835] [added: $510] million and [removed: $1.0] [added: $1.5] billion, respectively, of pre-tax run-rate savings, driven by lower headcount, indirect spend reductions and the supply chain [removed: transformation.]

These savings are comprised of supply chain efficiency benefits, which [removed: will] support gross margin improvements as the benefits turn through inventory, and SG&A savings.

In addition, the Company has reduced inventory by [removed: approximately $1.9] [added: over $2] billion since the end of the second quarter of 2022 and expects further [removed: inventory and] working capital reductions to support free cash flow generation in [removed: 2024.][added: 2025.]

Driving Further Profitable Growth by [added: Accelerating A Growth Culture and] Fully Leveraging the Company's Core Franchises

Each of the Company's core franchises share common attributes: they have [removed: iconic brands and] [added: markets which the Company believes have an] attractive growth [removed: characteristics, they are scalable and defensible and they] [added: profile, compete in an attractive market structure where brands matter,] can differentiate through [removed: innovation.][added: rapid innovation and delivering productivity to customers and have the ability to achieve scale.]

- The Tools & Outdoor business carries strong brands, proven innovation, global scale, and a broad offering of power tools, hand tools, outdoor products, accessories, and storage and digital products across many channels [removed: in both developed and developing markets.][added: on a global basis.]

- The Engineered Fastening business within the Industrial segment is a [removed: highly profitable,] GDP+ growth business offering highly engineered, value-added innovative solutions with recurring revenue [removed: attributes] [added: attributes,] and [added: carries strong profitability potential and] global scale.

Management recognizes that [removed: the] [added: these] core franchises [removed: described above] are important foundations that have a proven track record of providing strong cash flow and growth prospects.

Continuing to Invest in the [added: Portfolio of] Stanley Black & Decker Brands

The Company [removed: has a] [added: also goes to market with] strong [removed: portfolio of] brands [removed: associated with high-quality products including the iconic DEWALT®, CRAFTSMAN® and STANLEY® brands, as well] [added: such] as BLACK+DECKER®, DEWALT FLEXVOLT®, DEWALT POWERSTACK®, DEWALT POWERSHIFT™, [added: CUB CADET®, TROY-BILT®, HUSTLER®,] IRWIN®, LENOX®, PORTER-CABLE®, BOSTITCH®, PROTO®, MAC TOOLS®, FACOM®, Powers®, LISTA®, Vidmar®, [removed: GQ®] and [removed: through the 2021 acquisitions of MTD and Excel added CUB CADET®, TROY-BILT® and HUSTLER® in the Americas.][added: GQ®.]

CRAFTSMAN® [removed: returned as] [added: maintained] the title [removed: sponsor] [added: sponsorship] of the NASCAR CRAFTSMAN® Truck Series through the Company’s sponsorship with NASCAR as the “Official Tools Partner of NASCAR” and “Official Tools" of all NASCAR-owned tracks.

The Company has also maintained long-standing NASCAR and NHRA team sponsorships, which provided brand exposure during nearly 60 events in [removed: 2023] [added: 2024] with the DEWALT®, CRAFTSMAN®, and MAC TOOLS® brands.

In [removed: 2023,] [added: 2024,] the McLaren team sported the DEWALT® logo prominently on the team’s cars, fire suits, and equipment during the Formula 1 [removed: season.][added: season, where it won its first Formula 1 Constructors’ Championship since 1998.]

The Company also advertises in the English Premier [removed: League,] [added: League ("EPL"),] which is the number one soccer league in the world, featuring the DEWALT® brand to a global audience.

The Company [added: also] continued its sponsorship of one of the world’s most popular football clubs, FC Barcelona, sponsoring both the Men’s and Women’s first teams, which includes [removed: team and player image] [added: marketing] rights, hospitality assets and stadium signage.

Among the goals: placing end-user data and insights at the core of product commercialization, generating demand and brand loyalty through promotional support, in-market execution and salesforce effectiveness, evolving proven marketing programs that tie trusted global brands with societal purpose and tapping into technologies to build meaningful 1:1 experiences with customers, [removed: consumers,] [added: end users,] employees and shareholders in line with the Company’s mission and vision.

The following discussion also references a number of financial measures that are not defined under U.S. GAAP.

Refer to the section titled "Certain Items Impacting Earnings and Non-GAAP Financial Measures" for additional information on such measures.

- \> 35% to 37% adjusted gross margins with mid to high-teens adjusted Earnings Before Interest, Taxes, Depreciation and Amortization margin ("adjusted EBITDA margin");

- Solid investment grade credit rating.

On April 1, 2024, the Company sold its Infrastructure business comprised of the attachment and handheld hydraulic tools business to Epiroc AB for net proceeds of $728.5 million.

The Company used the net proceeds to reduce debt in the second quarter of 2024.

transformation.

Of the total estimated cash investment, approximately 30% is expected to be capital expenditures.

In addition, although the program is expected to be completed by the end of 2025, the Company expects to incur additional charges and make cash investments beyond 2025 relating to footprint actions to support the ongoing network transformation and reposition its supply chain, as necessary.

The Company has a strong portfolio of brands associated with high-quality products including the iconic DEWALT®, CRAFTSMAN® and STANLEY® brands, which are the priority brands across the Tools & Outdoor segment.

In 2024, the Company also began sponsorships with one of the EPL’s “Big Six” football clubs, Tottenham Hotspur F.C., and in France, Ligue 1 club Olympique Lyonnais, for their 2024-2025 seasons.

In professional golf, the Company sponsored athletes on the PGA Tour, PGA Tour Champions, and PGA Tour Americas who represented either the DEWALT® or STANLEY® brand on tour.

Tools & Outdoor

These Non-GAAP financial measures are defined and reconciled to their most directly comparable GAAP financial

measures below.

The Company provides expectations for the non-GAAP financial measures of full-year 2025 adjusted EPS, presented on a basis excluding certain gains and charges, as well as 2025 free cash flow.

Forecasted full-year 2025 adjusted EPS is reconciled to forecasted full-year 2025 GAAP EPS under the section entitled "2025 Planning Assumptions" below.

Consistent with past methodology, forecasted full-year 2025 GAAP EPS excludes the impacts of potential acquisitions and divestitures, potential future regulatory changes or strategic shifts that could impact the Company's contingent liabilities or intangible assets, respectively, potential future cost actions in response to external factors that have not yet occurred, and any other items not specifically referenced under “2025 Planning Assumptions.” A reconciliation of forecasted 2025 free cash flow to its most directly comparable GAAP estimate is not available without unreasonable effort due to high variability and difficulty in predicting items that impact cash flow from operations, which could be material to the Company’s results in accordance with U.S. GAAP.

The Company also provides multi-year strategic goals for the non-GAAP financial measures of adjusted gross margin and adjusted EBITDA margin, presented on a basis excluding certain gains and charges, as well as organic revenue growth, free cash flow, and CFROI.

A reconciliation for these non-GAAP measures is not available without unreasonable effort due to the inherent difficulty of forecasting the timing and/or amount of various items that have not yet occurred, including the high variability and low visibility with respect to certain gains or charges that would generally be excluded from non-GAAP financial measures and which could be material to the Company’s results in accordance with U.S. GAAP.

Additionally, estimating such GAAP measures and providing a meaningful reconciliation consistent with the Company’s accounting policies for future periods requires a level of precision that is unavailable for these future multi-year periods and cannot be accomplished without unreasonable effort.

The Company believes such a reconciliation would also imply a degree of precision that is inappropriate for these forward-looking measures.

| | | | Gross profit | | | | | | $ | 4,514.4 | | | | | $ | 88.8 | | | | | $ | 4,603.2 | |

| Material Productivity & Operational Excellence2 | | | | | | 18.6 | | | | | | 69.1 | | | | | | — | | |

| Complexity Reduction & Operational Excellence | | | | | | 8.7 | | | | | | 9.0 | | | | | | 7.2 | | |

| Environmental charges5 | | | | | | 143.2 | | | | | | — | | | | | | — | | |

| 5 | | | The $143.2 million pre-tax environmental charges in 2024 relate primarily to a reserve adjustment for the non-active Centredale Superfund site as a result of regulatory changes and revisions to remediation alternatives. | | |

*Net Sales:* Net sales were $15.366 billion in 2024 compared to $15.781 billion in 2023, representing a decrease of 3%, as flat organic revenue was more than offset by a 2% decrease from the Infrastructure divestiture and 1% decrease from foreign currency.

Excluding these adjustments, gross profit was 30.0% of net sales in 2024 compared to 26.0% of net sales in 2023, primarily driven by the supply chain transformation efficiencies and lower inventory destocking costs.

*SG&A Expenses:* Selling, general and administrative expenses, inclusive of the provision for credit losses, were $3.333 billion, or 21.7% of net sales, in 2024 compared to $3.291 billion, or 20.9% of net sales, in 2023.

Excluding these adjustments, SG&A was 21.2% of net sales in 2024 compared to 20.2% in 2023, as the Company invested in growth initiatives designed to deliver increased market penetration and future market share gains.

The year-over-year increases in distribution costs in 2024 and 2023 are driven by temporary cost increases to support the Company's distribution network redesign.

The year-over-year increase in 2024 is primarily driven by an environmental remediation reserve adjustment relating to the Centredale site, as further discussed in *Note R, Contingencies*, partially offset by lower intangible asset amortization due to the divestiture of the Infrastructure business.

The decrease in 2024 is driven by lower intangible asset amortization expense as a result of the divestiture of the Infrastructure business.

*Asset Impairment Charges*: During 2024, the Company recorded pre-tax, non-cash impairment charges of $72.4 million, comprised of $41.0 million related to the Lenox trade name, $25.5 million related to the Infrastructure business, and $5.9 million related to a small business in the Industrial segment.

The 2024 decrease was primarily driven by lower commercial paper balances and lower U.S. interest rates.

This effective tax rate differs from the U.S. statutory tax rate primarily due to tax benefits associated with partial realignment of the Company's legal structure, remeasurement of uncertain tax position reserves, the recognition of previously unrecognized foreign deferred tax assets, state income taxes, and tax credits, partially offset by non-deductible expenses, U.S. tax on foreign earnings, withholding taxes, and losses for which a tax benefit is not recognized.

subsidiaries.

Tools & Outdoor net sales decreased $62.9 million, or 1%, in 2024 compared to 2023 as a 1% increase in volume was more than offset by a 1% decrease in both price and foreign currency.

Organic revenue was flat as growth in DEWALT® was offset by the weak consumer and DIY backdrop.

- 35%+ adjusted gross margins;

Pending Sale of Infrastructure Business

In December 2023, the Company announced that it had entered into a definitive agreement for the sale of its Infrastructure business to Epiroc AB for $760 million in cash.

The transaction is subject to regulatory approval and other customary closing conditions.

The Company expects to utilize the net proceeds to reduce debt.

Acquisitions

On December 1, 2021, the Company acquired the remaining 80 percent ownership stake in MTD Holdings Inc. ("MTD"), a privately held global designer, manufacturer and distributor of lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, hand-held outdoor power equipment and garden tools for both residential and professional consumers under well-known brands like CUB CADET® and TROY-BILT®.

The Company previously acquired a 20 percent interest in MTD in January 2019.

On November 12, 2021, the Company acquired Excel Industries ("Excel"), a leading designer and manufacturer of premium commercial and residential turf-care equipment under the HUSTLER® brand.

This was a strategically important bolt-on acquisition that bolstered the Company's presence in the independent dealer network.

The combination of MTD, Excel and the Company's existing outdoor strategic business unit in Tools & Outdoor created a global leader in the $25 billion outdoor category, with strong brands and growth opportunities.

As part of the integration of these businesses into the Tools & Outdoor segment, the Company designed, developed and manufactured battery and electric-powered solutions for professional and residential users.

This positioned the combined businesses to be a leader in outdoor power equipment as preferences shift from gas powered equipment toward electrified solutions.

The charges associated with the supply chain transformation are reflected in the Non-GAAP adjustments detailed below in "Results From Operations" and the full year estimate of Non-GAAP adjustments detailed below in "2024 Outlook".

During 2023, the National Collegiate Athletic Association sponsorship delivered DEWALT® to an estimated 237+ million viewers through TV-visible branding and 9+ million fans in stadiums at 25 colleges and universities across five Division 1 conferences (Atlantic Coast Conference, Big Ten, Big 12, Pac-12 and Mountain West).

The Infrastructure business designs, manufactures, and sells attachments, typically used on excavators, and handheld hydraulic and battery-powered tools for applications in infrastructure, construction, scrap recycling, demolition, and railroad infrastructure.

2022.

The pending divestiture of the Infrastructure business did not qualify for discontinued operations and therefore, its results are included in the Company's continuing operations within the Industrial segment for all periods presented.

With the exception of forecasted free cash flow included in "2024 Outlook" as discussed below, the Non-GAAP financial measures of gross profit, SG&A, Other, net, Income taxes, and segment profit (including Corporate Overhead), presented on a basis excluding certain gains and charges, as well as free cash flow, organic revenue and organic growth are defined and reconciled to their most directly comparable GAAP financial measures below.

Due to high variability and difficulty in predicting items that impact cash flow from operations, a reconciliation of forecasted free cash flow to its most directly comparable GAAP estimate has been omitted.

2021

| | | | Gross profit | | | | | | $ | 5,092.2 | | | | | $ | 39.0 | | | | | $ | 5,131.2 | |

| | | | Share of net earnings of equity method investment | | | | | | 19.0 | | | | | | 11.2 | | | | | | 30.2 | | |

| Strategic Sourcing & Operational Excellence2 | | | | | | 69.1 | | | | | | — | | | | | | — | | |

| Complexity Reduction3 | | | | | | 9.0 | | | | | | 7.2 | | | | | | — | | |

| Craftsman contingent consideration remeasurement from MTD acquisition | | | | | | — | | | | | | — | | | | | | 101.1 | | |

| Gain on equity method investment | | | | | | — | | | | | | — | | | | | | (68.0) | | |

| 3 | | | Complexity Reduction costs primarily relate to third-party consultant fees to assist the Company with identifying strategies related to its SKU reduction and product platforming initiatives, quantifying the opportunities and designing detailed plans to achieve the related benefits. | | |

Net sales were $16.947 billion in 2022 compared to $15.281 billion in 2021, representing an increase of 11% driven by a 7% increase in price and a 17% increase from acquisitions, partially offset by a 10% decrease in volume and a 3% decrease from foreign currency.

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.

SG&A expenses were $3.370 billion, or 19.9% of net sales, in 2022 compared to $3.193 billion, or 20.9% of net sales, in 2021.

Excluding these adjustments, SG&A was 18.8% of net sales in 2022 compared to 19.7% in 2021 due to the successful implementation of cost control actions.

The increase in distribution costs in 2023 compared to 2022 reflects costs associated with footprint rationalization actions under the supply chain transformation as well as the Company's focus on inventory reduction.

The year-over-year increase in 2022 was primarily due to higher intangible asset amortization due to the MTD and Excel acquisitions and appreciation of investments in 2021.

During 2021, the Company reported a $0.6 million net loss on divestitures.

*Gain on Equity Method Investment:* Upon the acquisition of MTD in the fourth quarter of 2021, the Company recognized a $68.0 million gain on its previously held equity method investment.

The increase in 2022 compared to 2021 was primarily driven by higher U.S. interest rates and higher average balances relating to the Company's commercial paper borrowings, as well as the $1.0 billion issuance of debt in the first quarter of 2022, partially offset by higher interest income due to an increase in rates.

This effective tax rate differs from the U.S. statutory tax rate primarily due to a tax benefit associated with an intra-entity asset transfer of certain intangible assets related to the Company's supply chain reorganization, tax on foreign earnings, the remeasurement of uncertain tax position reserves, the remeasurement of deferred tax assets and liabilities due to foreign corporate income tax rate changes, and the tax benefit of equity-based compensation.

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.

The overall 5% organic decline was a result of lower consumer and DIY market demand.

The Company incorporates by reference the material captioned “Market Risk” in *Item 7* and in *Note [removed: I,] [added: H,] Financial Instruments*, of the *Notes to Consolidated Financial Statements* in *Item 8*.

The Company is a global provider of hand tools, power tools, outdoor products and related accessories, as well as a leading provider of engineered fastening solutions, with [removed: 2023] [added: 2024] consolidated annual revenues of [removed: $15.8] [added: $15.4] billion.

Approximately 62% of the Company’s [removed: 2023] [added: 2024] revenues were generated in the United States, with the remainder largely from Europe (16%), emerging markets [removed: (12%)] [added: (13%)] and Canada (5%).

In recent years, the Company has re-shaped its portfolio through a series of [removed: acquisitions and] divestitures.

These recent [removed: acquisitions and] divestitures are part of the Company's strategic commitment to simplify and streamline its portfolio to focus on its leading market positions in tools and outdoor, as well as engineered fastening systems.

Refer to *Note [removed: E, Acquisitions*, and *Note T,] [added: S,] Divestitures*, of the *Notes to Consolidated Financial Statements* in *Item 8* for further discussion.

Leveraging the benefits of a more focused portfolio, the Company initiated a business transformation in mid-2022 that includes reinvestment for faster growth as well as [removed: the] [added: a] $2.0 billion Global Cost Reduction Program through 2025.

- Advancing innovation, electrification and global market penetration to achieve [added: mid-single digit] organic revenue growth [removed: of 2] [added: (2] to 3 times the [removed: market;][added: market);]

In terms of capital allocation, the Company remains committed, over time, to returning excess capital to shareholders through a strong and growing dividend as well as [added: a preference toward] opportunistically repurchasing shares.

As explained in the [removed: ESG report, the Company's] [added: most recent Impact Report, these] goals [removed: contemplate] [added: make] a number of assumptions and [added: measurements of progress against such goals are based on certain methodologies and] there [removed: can be] [added: are] no assurances that those assumptions [added: or methodologies] will be correct or that such goals will be achieved or retained.

Additional information regarding the Company’s business segments and geographic areas is incorporated herein by reference to the material captioned “*Business Segment Results*” in *Item 7* and *Note [removed: P,] [added: O,] Business Segments and Geographic Areas*, of the *Notes to Consolidated Financial Statements* in *Item 8*.

Annual revenues in the Tools & Outdoor segment were [removed: $13.4] [added: $13.3] billion in [removed: 2023,] [added: 2024,] representing [removed: 85%] [added: 87%] of the Company’s total revenues.

Professional products, primarily under the DEWALT® brand, include professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, [removed: routers and] [added: routers,] sanders, [added: and concrete prep and placement tools] as well as pneumatic tools and fasteners including nail guns, nails, staplers and staples, and concrete and masonry anchors.

DIY and tradesperson focused products include corded and cordless electric power tools sold primarily under the CRAFTSMAN® [removed: brand,] and [added: STANLEY® brands, and] consumer home products such as [added: household power tools,] hand-held vacuums, [removed: paint tools] and [removed: cleaning] [added: small] appliances primarily under the BLACK+DECKER® brand.

The HTAS product line sells hand tools, power tool accessories and storage [removed: products.][added: products primarily under the DEWALT®, CRAFTSMAN® and STANLEY® brands.]

Hand tools include measuring, leveling and layout tools, planes, hammers, demolition tools, clamps, vises, knives, saws, [removed: chisels] [added: chisels, material handling,] and industrial and automotive tools.

Storage products include tool boxes, sawhorses, [removed: medical] cabinets and engineered storage solution products.

The Outdoor product line primarily sells corded and cordless electric lawn and garden products, including hedge trimmers, string trimmers, lawn mowers, pressure washers and related accessories, and gas powered lawn and garden products, including lawn tractors, zero turn ride on mowers, walk behind mowers, snow blowers, residential robotic mowers, [removed: utility terrain vehicles (UTVs),] hand-held outdoor power equipment, garden tools, and parts and accessories to professionals and consumers under the DEWALT®, CRAFTSMAN®, CUB CADET®, BLACK+DECKER®, and HUSTLER® brand names.

The Industrial segment is comprised of the Engineered Fastening [added: business] and [added: the] Infrastructure [removed: businesses.][added: business prior to its sale in April 2024.]

Annual revenues in the Industrial [removed: segment] [added: segment, inclusive of the Infrastructure business through the date of sale,] were [removed: $2.4] [added: $2.1] billion in [removed: 2023,] [added: 2024,] representing [removed: 15%] [added: 13%] of the Company’s total revenues.

The Company competes on the basis of its reputation for [added: innovation and] product quality, its well-known brands, its commitment to customer service, its strong customer relationships, the breadth of its product [removed: lines, its innovative products] [added: lines focused on core end-user segments,] and customer value propositions.

While this consolidation and the domestic and international expansion of these large retailers have provided the Company with opportunities for growth, the increasing size and importance of individual customers [removed: creates] [added: create] a certain degree of exposure to potential sales volume loss.

Lowe's accounted for approximately 14%, [removed: 15%] [added: 14%] and 15% of the Company's consolidated net sales in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively, while The Home Depot accounted for approximately [removed: 13%,] [added: 14%,] 13% and [removed: 15%] [added: 13%] of the Company's consolidated net sales in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

No other customer exceeded 10% of the Company's consolidated net sales in [removed: 2023, 2022] [added: 2024, 2023] or [removed: 2021.][added: 2022.]

The Company continues to practice the operating principles encompassed by Operational Excellence, one element of the supply chain transformation, leveraging the principles [removed: of:] [added: of] sales and operations planning, operational lean, global supply management, order-to-cash excellence, and upskilling the Company's workforce.

Working capital turns were [removed: 4.2] [added: 4.9] at the end of [removed: 2023,] [added: 2024,] up 0.7 turns from [removed: 2022,] [added: 2023,] driven by the Company's [added: continued] focus on [removed: optimizing inventory levels via improved supply chain conditions and] strategic inventory [removed: management.][added: management and working capital efficiency.]

[removed: The Company is subject to import and export controls, tariffs, and other] trade-related regulations and restrictions in the countries in which it has operations or otherwise does business.

As of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] the Company had reserves of [removed: $124.5] [added: $275.4] million and [removed: $129.3] [added: $124.5] million, respectively, for remediation activities associated with Company-owned properties, as well as for Superfund sites, for losses that are probable and estimable.

Of the [removed: 2023] [added: 2024] amount, [removed: $46.0] [added: $51.4] million is classified as current [added: within Accrued expenses] and [removed: $78.5] [added: $224.0] million as [removed: long-term,] [added: long-term within Other liabilities,] which is expected to be paid over the estimated remediation period.

As of December [removed: 30, 2023,] [added: 28, 2024,] the Company has recorded [removed: $17.0] [added: $17.4] million in [removed: other] [added: Other] assets related to funding by the Environmental Protection Agency ("EPA") and monies received have been placed in trust in accordance with the Consent Decree associated with the West Coast Loading Corporation ("WCLC") proceedings, as further discussed in *Note [removed: S,] [added: R,] Contingencies*, of the *Notes to Consolidated Financial Statements* in *Item 8*.

Accordingly, the Company's net cash obligation as of December [removed: 30, 2023] [added: 28, 2024] associated with the aforementioned remediation activities is [removed: $107.5] [added: $258.0] million.

As of December [removed: 30, 2023,] [added: 28, 2024,] the range of environmental remediation costs that is reasonably possible is [removed: $79.9] [added: $191.5] million to [removed: $226.8] [added: $408.1] million, which is subject to change in the near term.

Additional information regarding environmental matters is available in *Note [removed: S,] [added: R,] Contingencies*, of the *Notes to Consolidated Financial Statements* in *Item 8*.

It begins with its Purpose (why we do what we do), Values (intrinsically what we prioritize), Leadership [removed: Principles] [added: Behaviors] (how we lead), Focus Forward Priorities (what we work on), Operating Model (how we work), and Key Performance Indicators (how we measure success).

To achieve this vision, the Company will [removed: be focusing] [added: continue to focus] intently on its Focus Forward strategy, which details the long-term focus areas that will guide the journey forward.

The [removed: Company’s] People & Culture [removed: foundation] [added: pillar of this strategy] is something that everyone is responsible for – especially people managers.

As of December [removed: 30, 2023,] [added: 28, 2024,] the Company had approximately [removed: 50,500] [added: 48,500] employees in [removed: 59] [added: 60] countries.

Approximately [removed: 36%] [added: 33%] of total employees were employed in the U.S. In addition, the Company had approximately [removed: 7,300] [added: 8,100] temporary contractors globally, primarily in operations.

The [added: employee] workforce is comprised of approximately 69% hourly-paid employees, principally in manufacturing and distribution centers, and 31% salaried employees.

[removed: There] [added: As of December 28, 2024, there] were approximately [removed: 1,000] [added: 900] U.S. employees covered by collective bargaining agreements dispersed among 8 different local labor unions, and a majority of European employees are represented by Works Councils.

Talent Attraction, Development, [removed: Retention] and [removed: Compensation][added: Retention]

In April 2024, the Company sold its Infrastructure business, comprised of the attachment and handheld hydraulic tools business, for net proceeds of $729 million.

The Company’s business strategy is designed to drive long-term value for its stakeholders by creating a simplified and focused organization, investing in core growth and innovation to be a market leader, and delivering for its customers, end users and shareholders.

The Company has accordingly focused its sustainability efforts to better align with this business strategy.

The Company’s sustainability approach is comprised of three impact pillars of People, Product, and Planet–which guide the Company’s focus and initiatives for sustainable performance.

The Company’s most recent Impact Report provides an overview of the Company’s priority impact goals and progress.

To learn more about the Company’s sustainability strategy and sustainability efforts, please view the most recent Impact Report on the Company's website.

The 2024 investment reflects a modest decline versus prior year due to the Infrastructure divestiture and more focused spend in the outdoor product line.

The Company is subject to import and export controls, tariffs, and other

To drive this focus and build a workforce that can execute its Focus Forward strategy, the Company introduced a new People goal.

The objective is focused on attracting, developing and retaining the workforce of the future with top talent across the Company, so that it can serve its customers and end users with best-in-class brands and innovation.

To do this, the Company strives to create an environment that drives increased employee engagement.

The Company also commenced work to develop an Employee Value Proposition and Employer Brand to help articulate Company values and culture to potential candidates in the attraction process.

This work is expected to continue into 2025.

This shift is designed to ultimately improve leader and employee feedback skills and facilitate a continuous cycle of feedback and employee development, enabling employees to grow and develop while enhancing their overall experience.

Lifelong learning is supported through a combination of the Company's internal human capital management system and external third-party providers.

Central to meeting customer and end-user needs are skilled operations professionals working in the Company's manufacturing and distribution facilities.

The Company has invested in its hourly operations workforce with dedicated enablement programs focused on upskilling initiatives and future career opportunities, as well as job-specific training.

Through digital learning technology, the Company delivers on-demand visual training on how to get things done right.

This powerful efficiency tool has expanded from the factory floor and is being integrated into onboarding and mandatory safety training, helping the Company’s operations employees learn outside of the classroom and increasing uptake for on-the-job training.

In 2024, the program had over 5,000 published knowledge videos with approximately 89,000 views.

The Company’s leadership development is anchored in values that highlight important attributes like agility, integrity, and accountability.

To further development, the Company has embarked on a robust leadership talent review process and has invested in a 360-assessment process and dedicated coaching for many of its leaders.

These practices provide valuable feedback and insights to leaders on their strengths and opportunities, as well as offer information on enterprise talent strength to help further shape leadership development.

In 2024, the Company strove to advance leadership capability anchored to its values and priorities with the launch of a new in-person manager training for over 2,000 leaders globally.

In 2025, the Company plans to continue to evolve its Leadership and Development framework by developing enterprise-wide training and development experiences at all levels.

This framework will focus on accelerating the development of the Company’s current and future leaders and building competencies in all employees to further its Focus Forward strategy.

Total Rewards programs consist of compensation, benefits, recognition, and well-being programs.

Program designs incorporate both global and country-specific considerations to effectively attract, retain, and reward employees.

The Company’s portfolio of

programs is designed to deliver market-competitive remuneration aligned with shareholder interests and supports internal talent objectives.

The Company is committed to fostering a culture of holistic well-being, recognizing that employees who thrive individually are best equipped to achieve sustainable high performance and contribute positively to the Company culture.

The Company’s comprehensive approach incorporates multiple dimensions of well-being, including mental and emotional health, physical health, occupational satisfaction, financial stability, and social connections.

Grow the Trades Program

Through its “Grow the Trades” program, the Company has maintained its commitment to reducing the tradesperson deficit and continues to invest in education and upskilling programs for skilled trades through strategic partnerships with non-profits across the regions in which it operates.

The Company believes that the increase in demand for tradespeople —driven, in part, by investments in infrastructure, an increased need for additional housing, and a shortage of trained craftspeople—is creating a significant influx of opportunities for individuals coming into the skilled trades.

Against this backdrop, the Company has advanced initiatives designed to provide both new and experienced workers with the necessary training, products, and solutions they need to succeed in the industry.

This includes facilitating networking, education, and support initiatives for specialized trade skills in pipe, mechanical, concrete, finishing and electrical.

Since the Company introduced its goal to invest $30 million over 5 years (by 2027) into programs that train tradespeople, it has invested over $19 million, which includes a mix of its hand and power tools as well as financial support.

These investments are increasingly directed to organizations that serve the Company’s priority trades in its priority markets, representing its core end users.

The Company is also providing resources to improve accessibility of the trades to underserved populations, and in 2024, the Company provided scholarships to students pursuing secondary education aligned with its business priorities.

In December 2021, the Company completed the acquisitions of the remaining 80 percent ownership stake of MTD Holdings Inc. ("MTD") for $1.5 billion and Excel Industries ("Excel") for $374 million.

The MTD acquisition expanded the Company's presence in the $25 billion outdoor category, with strong brands and growth opportunities.

Excel was a strategically important bolt-on acquisition that bolstered the Company's presence in the independent dealer network.

Most recently, the Company announced in December 2023 that it had entered into a definitive agreement to sell its Infrastructure business, comprised of the attachment and handheld hydraulic tools business, for $760 million in cash.

The Company’s environmental, social and governance ("ESG") strategy is integrated into, and informed by, its overall long-term business strategy.

The portfolio changes discussed above prompted the Company to re-baseline its ESG data and update its ESG targets to align with the more focused Company and its business priorities and goals, while maintaining continuity with the legacy ESG pillars of people, products, and planet.

The Company’s renewed ESG priorities are as follows:

- The People strategy includes broad based diversity, equity & inclusion ("DEI") initiatives supported by equal employment opportunities and the Company's Growing the Trades program.

Refer to the *"Human Capital Management"* section below for additional information regarding the Company's commitment to supporting its employees and improving DEI.

To grow the trades, the Company is tailoring its philanthropic efforts to fund trade skill-building initiatives with $30 million pledged by 2027.

The Company believes this will generate end-user loyalty and brand ambassadorship that fuels long-term demand.

- The Product strategy is focused on minimizing the environmental footprint of the Company’s products through an emphasis on Sustainable Innovation.

The Company’s products are increasingly designed with sustainability in mind – from more sustainable materials specified in product design and packaging, to more eco-friendly impacts resulting from the use of its products, to thoughtful end-of-life repair, reuse and recycling programs.

To measure progress in

this space, the Company set an intensity-based goal to reduce the greenhouse gas ("GHG") emissions of its products' material, transportation, and use phases (Scope 3) by 52% by 2030.

To reach this goal, the Company plans to engage two-thirds of its suppliers to set their own Scope 1 and 2 GHG emissions reduction targets by 2027.

The Company plans to work with customers and suppliers to try to reduce or eliminate problematic plastics in its packaging and improve packaging sustainability, with a specific goal to be set by 2025; and plans to continue the transformation of its product portfolio to quieter, safer, and more eco-friendly offerings through electrification.

- The Planet strategy for Sustainable Operations is focused on the responsible stewardship of the Company’s owned and operated facilities.

The Company is implementing a climate science-based plan with a goal to reduce its internal operational GHG emissions by 42% (Scope 1 and Scope 2) by 2030, against the 2022 baseline.

The Company expects to do this by continuing to invest in renewable power sources, such as wind and solar, while improving efficiencies through capital investments, and evaluating additional tools like power purchase agreements and energy attribute certificates.

The Company will also pursue zero-waste-to-landfill across all its global manufacturing and distribution sites by 2040.

The Company believes the responsible stewardship of its operations is important for energy independence and operations resilience, and increasingly as a value proposition for its customers, who value sustainable upstream suppliers as they work to reduce their own carbon footprint.

The Company’s annual ESG report, issued in August 2023, details the evolution of its ESG strategy and refreshed public commitments.

The report includes a comprehensive review of the Company's ESG program and builds on a long history of annually reporting its sustainability metrics and public goals.

The Infrastructure business designs, manufactures, and sells attachments, typically used on excavators, and handheld hydraulic and battery-powered tools for applications in infrastructure, construction, scrap recycling, demolition, and railroad infrastructure.

The products and services are primarily distributed through a direct sales force and, to a lesser extent, third-party distributors.

As a result of this focus and planned production curtailments initiated during the back half of 2022, inventory as of December 30, 2023 was $4.7 billion, down $1.9 billion from its peak at the end of the second quarter of 2022.

The Company’s goal is to continue to strive to cultivate a diverse and inclusive environment where all employees thrive and are motivated to deliver their best work, extraordinary outcomes and achieve full potential.

The Company remains fully engaged in its key priorities of: Health & Safety; Diversity, Equity & Inclusion; Environmental & Social Responsibility; and Integrity & Compliance.

The Company also began the rollout of a comprehensive hiring toolkit, which focuses on implementing equal employment opportunity principles, such as competency versus skills-based interviewing and aims to reduce bias in the recruitment process.

The Company has also placed an emphasis on fostering strategic partnerships with organizations that intentionally connect with candidates of diverse backgrounds, work experiences, global perspectives, and varied skills.

These include organizations such as Heroes MAKE America for Veterans, Ready Willing and Able (RWA), Community Living for individuals with intellectual disabilities, Hartford Promise Scholars, Society of Hispanic Professional Engineers, Society of Asian Scientists and Engineers, and Thurgood Marshall College Fund.

In addition, the Company has a partnership program with Historically Black Colleges and Universities (HBCUs) providing scholarships and career opportunities.

The Company has a process in place to post opportunities to diversity-focused job boards such as DirectEmployers Association, Inc. to improve visibility of its career opportunities with diverse applicants.

Approximately 35% of global new hires in 2023 were women versus 39% in 2022, and in the U.S. approximately 40% of new employees were racially or ethnically diverse versus 39% in 2022.

Throughout 2023, the Talent Development team has continued preparing for the Company’s annual feedback process and utilizing the new Human Capital Management tool.

Lifelong learning is supported internally through Stanley Black & Decker University and externally with third-party partners.

The Company offers over 25,000 training courses to its colleagues, and employees attended more than 29,000 hours of online and in-person voluntary learning in 2023.

Additionally, the Company focuses on leadership development anchored around its Leadership Principles and Values, while promoting leadership habits and behaviors that highlight the importance of attributes like empathy, inclusivity and listening.

To further development in 2023, the Company invested in a 360-assessment process for many of its leaders where they had the chance to gain valuable feedback and insights into their leadership strengths and opportunities based on the leadership behaviors.

[removed: On] [added: As previously disclosed, on] January 19, 2024, the Company was notified by the Compliance and Field Operations Division (the “Division”) of the Consumer Product Safety Commission [added: (“CPSC”)] that the Division intends to recommend the imposition of a civil penalty of approximately $32 million for alleged untimely reporting in relation to certain utility bars and miter saws that were subject to voluntary recalls in September 2019 and March 2022, respectively.

The Company [removed: is currently evaluating and] believes there are defenses to the Division’s [removed: claims,] [added: claims] and [removed: the Company is cooperating] [added: has presented its defenses in a meeting] with the [removed: Division.][added: Division on February 29, 2024, and in a written submission dated March 29, 2024.]

[removed: However, given] [added: or] the [removed: early stage of this matter, at] [added: DOJ in relation to] this [removed: time, the Company] [added: matter since then and therefore] is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount of potential loss, if any, from this matter.

Stanley Black & Decker, Inc., et [removed: al.,*] [added: al*.,] Case No. 3:23-cv-00369-KAD (the “*Rammohan* Class Action”), was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers and directors.

The Company intends to vigorously defend this action in all respects and on December 14, [removed: 2023] [added: 2023,] filed a motion to dismiss the Amended Complaint in its entirety.

Allan, et [removed: al.*,] [added: al*.,] Case No. 3:23-cv-01234-OAW (the “*Applebaum* Derivative Action”), respectively, by putative stockholders against certain current and former directors and officers of the Company premised on the same allegations as the *Rammohan* Class Action.

The *Callahan* and *Applebaum* Derivative Actions were consolidated by Court order on November 6, [removed: 2023] [added: 2023,] and defendants’ responses to both complaints have been stayed pending the disposition of any motions to dismiss in the *Rammohan* Class Action.

[added: By Court order on November 11, 2023,] the Connecticut Superior Court granted the parties’ motion to stay defendants’ response to the complaint pending the disposition of any motions to dismiss in the *Rammohan* Class Action.

On April 1, 2024, the Division informed the Company’s counsel that the Division intended to recommend that the CPSC refer the matter to the U.S. Department of Justice (the “DOJ”).

On May 1, 2024, the Company was informed that the CPSC voted to refer the matter to the DOJ.

In December 2024, the CPSC requested that the Company reproduce documents previously provided to the CPSC following changes to the agency’s electronic file sharing system.

The Company has reproduced the requested documents to the CPSC.

The Company has not heard anything further from the CPSC

Briefing on that motion concluded on April 5, 2024, and the Company awaits a decision on that motion.

As previously disclosed, the Company has identified certain transactions relating to its international operations that may raise compliance questions under the FCPA and voluntarily disclosed this information to the U.S. Department of Justice (“DOJ”) and the SEC in January 2023.

The Company is cooperating with both agencies in their investigations of these transactions (the “FCPA Matters”).

Currently, the Company does not believe that the FCPA Matters will have a material impact on its financial condition or results of operations, although it is possible that a loss related to the FCPA Matters may be incurred.

Given the ongoing nature of the FCPA Matters, management cannot predict the duration, scope, or outcome of the DOJ’s or SEC’s investigations or estimate the potential magnitude of any such loss or range of loss, or the cost of the ongoing investigations.

Any determination that certain transactions relating to the Company’s international operations were not in compliance with the FCPA could result in the imposition of fines, civil or criminal penalties, equitable remedies, including disgorgement, injunctive relief, or other sanctions against the Company.

The Company also may become a party to litigation or other legal proceedings over the FCPA Matters described above.

Briefing on that motion is expected to conclude in April 2024.

By Court order on November 11, 2023,

For the fiscal year ended December [removed: 30, 2023][added: 28, 2024]

As of June [removed: 30, 2023,] [added: 28, 2024,] the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $14.4] [added: $12.3] billion based on the New York Stock Exchange closing price for such shares on that date.

On February [removed: 20, 2024,] [added: 11, 2025,] the registrant had [removed: 153,802,067] [added: 154,413,950] shares of common stock outstanding.

Portions of the registrant’s definitive proxy statement relating to its [removed: 2024] [added: 2025] annual meeting of shareholders (the [removed: "2024] [added: "2025] Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

The [removed: 2024] [added: 2025] Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

| ITEM 1. | | | [removed: [BUSINESS](#i8cd2af3c78eb42a1adde0291c81398eb_13)] [added: [BUSINESS](#i1f10dfec762842538feec7850ad3f14d_13)] | | | [removed: [3](#i8cd2af3c78eb42a1adde0291c81398eb_13)] [added: [3](#i1f10dfec762842538feec7850ad3f14d_13)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i8cd2af3c78eb42a1adde0291c81398eb_16)] [added: FACTORS](#i1f10dfec762842538feec7850ad3f14d_16)] | | | [removed: [10](#i8cd2af3c78eb42a1adde0291c81398eb_16)] [added: [9](#i1f10dfec762842538feec7850ad3f14d_16)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i8cd2af3c78eb42a1adde0291c81398eb_19)] [added: COMMENTS](#i1f10dfec762842538feec7850ad3f14d_19)] | | | [removed: [22](#i8cd2af3c78eb42a1adde0291c81398eb_19)] [added: [22](#i1f10dfec762842538feec7850ad3f14d_19)] | | |

| ITEM 1C. | | | [removed: [CYBERSECURITY](#i8cd2af3c78eb42a1adde0291c81398eb_1980)] [added: [CYBERSECURITY](#i1f10dfec762842538feec7850ad3f14d_22)] | | | [removed: [22](#i8cd2af3c78eb42a1adde0291c81398eb_1980)] [added: [22](#i1f10dfec762842538feec7850ad3f14d_22)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i8cd2af3c78eb42a1adde0291c81398eb_22)] [added: [PROPERTIES](#i1f10dfec762842538feec7850ad3f14d_25)] | | | [removed: [24](#i8cd2af3c78eb42a1adde0291c81398eb_22)] [added: [24](#i1f10dfec762842538feec7850ad3f14d_25)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i8cd2af3c78eb42a1adde0291c81398eb_25)] [added: PROCEEDINGS](#i1f10dfec762842538feec7850ad3f14d_28)] | | | [removed: [25](#i8cd2af3c78eb42a1adde0291c81398eb_25)] [added: [24](#i1f10dfec762842538feec7850ad3f14d_28)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i8cd2af3c78eb42a1adde0291c81398eb_28)] [added: DISCLOSURES](#i1f10dfec762842538feec7850ad3f14d_31)] | | | [removed: [26](#i8cd2af3c78eb42a1adde0291c81398eb_28)] [added: [25](#i1f10dfec762842538feec7850ad3f14d_31)] | | |

| ITEM 5. | | | [MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i8cd2af3c78eb42a1adde0291c81398eb_34)] [added: SECURITIES](#i1f10dfec762842538feec7850ad3f14d_37)] | | | [removed: [28](#i8cd2af3c78eb42a1adde0291c81398eb_34)] [added: [27](#i1f10dfec762842538feec7850ad3f14d_37)] | | |

| ITEM 6. | | | [REMOVED AND [removed: RESERVED](#i8cd2af3c78eb42a1adde0291c81398eb_37)] [added: RESERVED](#i1f10dfec762842538feec7850ad3f14d_40)] | | | [removed: [30](#i8cd2af3c78eb42a1adde0291c81398eb_37)] [added: [29](#i1f10dfec762842538feec7850ad3f14d_40)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i8cd2af3c78eb42a1adde0291c81398eb_40)] [added: OPERATIONS](#i1f10dfec762842538feec7850ad3f14d_43)] | | | [removed: [30](#i8cd2af3c78eb42a1adde0291c81398eb_40)] [added: [29](#i1f10dfec762842538feec7850ad3f14d_43)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i8cd2af3c78eb42a1adde0291c81398eb_55)] [added: RISK](#i1f10dfec762842538feec7850ad3f14d_58)] | | | [removed: [51](#i8cd2af3c78eb42a1adde0291c81398eb_55)] [added: [49](#i1f10dfec762842538feec7850ad3f14d_58)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i8cd2af3c78eb42a1adde0291c81398eb_58)] [added: DATA](#i1f10dfec762842538feec7850ad3f14d_61)] | | | [removed: [51](#i8cd2af3c78eb42a1adde0291c81398eb_58)] [added: [49](#i1f10dfec762842538feec7850ad3f14d_61)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING [removed: AND](#i8cd2af3c78eb42a1adde0291c81398eb_61)] [added: AND](#i1f10dfec762842538feec7850ad3f14d_64)] [FINANCIAL [removed: DISCLOSURE](#i8cd2af3c78eb42a1adde0291c81398eb_61)] [added: DISCLOSURE](#i1f10dfec762842538feec7850ad3f14d_64)] | | | [removed: [51](#i8cd2af3c78eb42a1adde0291c81398eb_61)] [added: [49](#i1f10dfec762842538feec7850ad3f14d_64)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i8cd2af3c78eb42a1adde0291c81398eb_64)] [added: PROCEDURES](#i1f10dfec762842538feec7850ad3f14d_67)] | | | [removed: [52](#i8cd2af3c78eb42a1adde0291c81398eb_64)] [added: [50](#i1f10dfec762842538feec7850ad3f14d_67)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i8cd2af3c78eb42a1adde0291c81398eb_67)] [added: INFORMATION](#i1f10dfec762842538feec7850ad3f14d_70)] | | | [removed: [52](#i8cd2af3c78eb42a1adde0291c81398eb_67)] [added: [50](#i1f10dfec762842538feec7850ad3f14d_70)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i8cd2af3c78eb42a1adde0291c81398eb_70)] [added: INSPECTIONS](#i1f10dfec762842538feec7850ad3f14d_73)] | | | [removed: [52](#i8cd2af3c78eb42a1adde0291c81398eb_70)] [added: [50](#i1f10dfec762842538feec7850ad3f14d_73)] | | |

| [PART [removed: III](#i8cd2af3c78eb42a1adde0291c81398eb_73)] [added: III](#i1f10dfec762842538feec7850ad3f14d_76)] | | | | | | | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE [removed: REGISTRANT](#i8cd2af3c78eb42a1adde0291c81398eb_76)] [added: REGISTRANT](#i1f10dfec762842538feec7850ad3f14d_79)] | | | [removed: [53](#i8cd2af3c78eb42a1adde0291c81398eb_76)] [added: [51](#i1f10dfec762842538feec7850ad3f14d_79)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i8cd2af3c78eb42a1adde0291c81398eb_79)] [added: COMPENSATION](#i1f10dfec762842538feec7850ad3f14d_82)] | | | [removed: [54](#i8cd2af3c78eb42a1adde0291c81398eb_79)] [added: [52](#i1f10dfec762842538feec7850ad3f14d_82)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i8cd2af3c78eb42a1adde0291c81398eb_82)] [added: MATTERS](#i1f10dfec762842538feec7850ad3f14d_85)] | | | [removed: [54](#i8cd2af3c78eb42a1adde0291c81398eb_82)] [added: [52](#i1f10dfec762842538feec7850ad3f14d_85)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i8cd2af3c78eb42a1adde0291c81398eb_85)] [added: INDEPENDENCE](#i1f10dfec762842538feec7850ad3f14d_88)] | | | [removed: [56](#i8cd2af3c78eb42a1adde0291c81398eb_85)] [added: [54](#i1f10dfec762842538feec7850ad3f14d_88)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i8cd2af3c78eb42a1adde0291c81398eb_88)] [added: SERVICES](#i1f10dfec762842538feec7850ad3f14d_91)] | | | [removed: [56](#i8cd2af3c78eb42a1adde0291c81398eb_88)] [added: [54](#i1f10dfec762842538feec7850ad3f14d_91)] | | |

| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULE](#i8cd2af3c78eb42a1adde0291c81398eb_94)] [added: SCHEDULE](#i1f10dfec762842538feec7850ad3f14d_97)] | | | [removed: [56](#i8cd2af3c78eb42a1adde0291c81398eb_94)] [added: [54](#i1f10dfec762842538feec7850ad3f14d_97)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i8cd2af3c78eb42a1adde0291c81398eb_100)] [added: SUMMARY](#i1f10dfec762842538feec7850ad3f14d_103)] | | | [removed: [58](#i8cd2af3c78eb42a1adde0291c81398eb_100)] [added: [56](#i1f10dfec762842538feec7850ad3f14d_103)] | | |

| [PART I](#i1f10dfec762842538feec7850ad3f14d_10) | | | | | | | | |

| [PART II](#i1f10dfec762842538feec7850ad3f14d_34) | | | | | | | | |

| [PART IV](#i1f10dfec762842538feec7850ad3f14d_94) | | | | | | | | |

| SIGNATURES | | | | | | [118](#i1f10dfec762842538feec7850ad3f14d_208) | | |

| EX-19 | | | | | | | | |

| [PART I](#i8cd2af3c78eb42a1adde0291c81398eb_10) | | | | | | | | |

| [PART II](#i8cd2af3c78eb42a1adde0291c81398eb_31) | | | | | | | | |

| [PART IV](#i8cd2af3c78eb42a1adde0291c81398eb_91) | | | | | | | | |

| SIGNATURES | | | | | | [123](#i8cd2af3c78eb42a1adde0291c81398eb_103) | | |

| EX-4.5 | | | | | | | | |

| EX-10.14(i) | | | | | | | | |

| EX-10.14(j) | | | | | | | | |

| EX-10.14(k) | | | | | | | | |

| EX-10.14(l) | | | | | | | | |

| EX-10.14(m) | | | | | | | | |

| EX-10.14(n) | | | | | | | | |

| EX-10.14(o) | | | | | | | | |

| EX-10.14(p) | | | | | | | | |

| EX-10.26 | | | | | | | | |

| EX-97 | | | | | | | | |

The Company has [removed: implemented] a comprehensive cybersecurity program to assess, identify and manage risks from cybersecurity threats that may result in adverse effects to the confidentiality, integrity, and availability of its information systems and oversee compliance with applicable regulatory, operational, and contractual requirements.

The Board [added: of Directors (the "Board")] has [removed: delegated] the primary responsibility for oversight of cybersecurity [removed: matters to the Audit Committee.][added: matters.]

The [removed: Audit Committee] [added: Board] regularly reviews compliance and disclosure control procedures for cybersecurity matters.

[added: The Board also receives quarterly briefings from members of management responsible for cybersecurity and digital risk management for the Company, including the Vice President and Chief Information] Officer (the “CIO”), Chief Information Security Officer (the “CISO”) and [removed: the] Senior Vice President, General Counsel and Secretary (the “General Counsel”), [removed: provide regular updates to] [added: as well as third-party cybersecurity advisors, on] the [removed: Audit Committee regarding] [added: Company’s cybersecurity program, including] data protection and cybersecurity risks and the Company’s new and existing cyber risk controls intended to mitigate [removed: them.][added: them, as appropriate.]

The Company has protocols and procedures by which certain cybersecurity incidents are escalated within the Company and, where appropriate, reported promptly to the [removed: Audit Committee and the full] Board.

The Senior Risk Council is comprised of senior management personnel representing different functional and business areas, including the Chief Executive Officer; Chief [added: Operating Officer ("COO"); Chief] Financial Officer; General Counsel; Treasurer; and CIO, as well as other senior business leaders.

The Company believes the experience that [removed: Senior Risk Council members] [added: these senior management personnel] have from serving on the Senior Risk Council provides them with an understanding of the Company’s risk management [removed: process] [added: processes] overall, and individual members are able to provide further insight to the risk analysis process based on their functional area of expertise within the business.

The Company’s CISO is the member of management principally responsible for overseeing the Company’s cybersecurity risk management program, [added: under the CIO's leadership and] in coordination with [removed: the CIO and] other business leaders across the Company, including legal, product engineering management, internal audit, finance and risk management.

The CISO reports directly to the CIO who in turn reports directly to the [removed: Chief Executive Officer.][added: COO.]

The team also holds a number of industry recognized certifications such as Certified Information Systems Security Professional, Certified Information Security Manager, Certified in Risk and Information Systems Control, [added: Certified Information Systems Auditor, Certified Network Defense Architect, Certified Cloud Security Professional, Certified Secure Software Lifecycle Professional,] and Certified Ethical Hacker, among others.

Through the ongoing communications among these teams, the CISO, in coordination with the legal department and the Senior Risk Council, monitor the prevention, detection, mitigation and remediation of cybersecurity incidents, and report such incidents to the Board [removed: and the Audit Committee] when appropriate, as discussed above.

The IRP applies to all Company personnel who provide or deliver technology systems (including [removed: employees or] [added: employees,] contractors and service providers).

As part of the Company’s cybersecurity risk management strategy, the Company takes measures to test and improve its cybersecurity program, including reviewing and updating the information technology policies and IRP, [removed: such as] engaging [removed: an] independent [removed: third party to conduct regular assessments of its cyber security maturity against industry best practice frameworks and conducting tabletop exercises.]

The assessment summaries and action plans are shared with the [removed: Audit Committee] [added: Board] as part of the [removed: CISO’s] regular [removed: briefings, and in turn the Audit Committee Chair regularly updates] [added: briefings provided by] the [removed: Board on such briefings.][added: CIO and CISO.]

Updates on third-party service provider risks are included in regular briefings to the Senior Risk Council by the CISO and CIO and escalated to the [removed: Audit Committee] [added: Board] as appropriate.

The Company deploys measures which [added: it believes] leverage industry accepted frameworks to deter, prevent, detect, respond to, and mitigate these threats.

The Company has invested and continues to invest in risk management and information security and data privacy measures [removed: in order] [added: it believes are appropriate] to protect its systems and data, including employee and critical service provider training, organizational investments, incident response plans, tabletop exercises and technical defenses.

This responsibility had been previously delegated to the Audit Committee.

The Information Technology organization, led by the CIO, is responsible for the implementation of cybersecurity technical controls.

third-party consultants to conduct regular assessments of its cyber security maturity against industry best practice frameworks and recommend program enhancements, and conducting tabletop exercises.

As of the date of this report, the Company has not experienced a cybersecurity incident or third-party information security breach in the last three fiscal years that has materially affected the Company, including its business strategy, results of operations or financial condition.

Members of management responsible for cybersecurity and digital risk management for the Company, including the Vice President and Chief Information

The Audit Committee regularly briefs the full Board on these matters, and the full Board also receives briefings from management and third-party cybersecurity advisors on the Company’s cybersecurity program, as appropriate.

As of December [removed: 30, 2023,] [added: 28, 2024,] the Company and its subsidiaries owned or leased significant facilities used for manufacturing, distribution and sales offices in [removed: 21] [added: 19] states and [removed: 22] [added: 21] countries.

The Company has [removed: 121] [added: 112] facilities including its corporate headquarters that are larger than 100,000 square feet, as follows:

| Tools & Outdoor | | | [removed: 49] [added: 48] | | | | | | [removed: 46] [added: 44] | | | | | | [removed: 95] [added: 92] | | |

| Industrial | | | [removed: 15] [added: 13] | | | | | | [removed: 8] [added: 4] | | | | | | [removed: 23] [added: 17] | | |

The combined size of these facilities is approximately [removed: 36] [added: 34] million square feet.

| Total | | | 63 | | | | | | 49 | | | | | | 112 | | |

| Total | | | 66 | | | | | | 55 | | | | | | 121 | | |

Of the 121 facilities above, there are two owned and three leased facilities included in Industrial, which relate to the recently announced pending divestiture of the Infrastructure business.

The following is a list of the executive officers of the Company as of February [removed: 27, 2024:][added: 18, 2025:]

| Donald Allan, Jr. [removed: (59)] [added: (60)] | | | | | | President and Chief Executive Officer since July 2022. President and Chief Financial Officer (2021); Executive Vice President & Chief Financial Officer (2016); Senior Vice President and Chief Financial Officer (2010); Vice President and Chief Financial Officer (2009); Vice President and Corporate Controller (2002); Corporate Controller (2000); Assistant Controller (1999). | | | | | | 10/24/2006 | | |

| Patrick D. Hallinan [removed: (56)] [added: (57)] | | | | | | Executive Vice [removed: President,] [added: President and] Chief Financial Officer since April 2023. Executive Vice President and Chief Financial Officer, Fortune Brands Innovations, Inc. (formerly, Fortune Brands Home & Security, Inc.) (2017); Senior Vice President Finance, Fortune Brands Innovations, Inc. (2017); Vice President Finance and Chief Financial Officer, Moen Incorporated (2013). | | | | | | 4/21/2023 | | |

| Tamer K. Abuaita [removed: (51)] [added: (52)] | | | | | | [added: Global Chief Supply Chain Officer and President, Industrial since July 2024.] Senior Vice President, Chief Supply Chain Officer [removed: since January 2022.] [added: (2022);] Senior Vice President and Chief Supply Chain Officer, SC Johnson & Son, Inc. (2017). | | | | | | 4/6/2023 | | |

| Janet M. Link [removed: (54)] [added: (55)] | | | | | | Senior Vice President, General Counsel and Secretary since July 2017. Executive Vice President, General Counsel, JC Penney Company, Inc. (2015); Vice President, Deputy General Counsel, JC Penney Company, Inc. (2014); Vice President, Deputy General Counsel, Clear Channel Companies (2013). | | | | | | 7/19/2017 | | |

| Christopher J. Nelson [removed: (53)] [added: (54)] | | | | | | Chief Operating Officer, Executive Vice President and President, Tools & Outdoor since June 2023. President, HVAC, Carrier Global Corporation (2020); President, Commercial HVAC, Carrier Global Corporation (2018); President, North America HVAC, Carrier Global Corporation (2012). | | | | | | 6/14/2023 | | |

| Deborah Wintner (56) | | | | | | Senior Vice President and Chief Human Resources Officer since August 2024. Senior Vice President of HR Operations, Chief Human Resources Officer of Tools & Outdoor (2023); Interim Chief Human Resources Officer (2022); Vice President, Global Human Resources, Stanley Security (2018). | | | | | | 8/13/2024 | | |

| | | | | | | | | | | | | | | |

| John T. Lucas (64) | | | | | | Senior Vice President, Chief Human Resources Officer since January 2023. Founder and Principal, True North Human Capital Consulting, LLC (2019); Senior Vice President and Chief Human Resources Officer, Goodyear Tire & Rubber Company (2015); Senior Vice President, Human Resources & Communications, Lockheed Martin Corporation (2009). | | | | | | 1/30/2023 | | |

| Graham N. Robinson (55) | | | | | | Senior Vice President and President, STANLEY Industrial since April 2020. President, Honeywell Industrial Safety, Honeywell International, Inc. (2018); President, Honeywell Sensing and Internet of Things, Honeywell International, Inc. (2016); Chief Marketing Officer and Vice President, Global Strategy & Marketing, Automation and Control Solutions, Honeywell International, Inc (2014). | | | | | | 4/17/2020 | | |

The Company increased its annual dividend per common share by $0.04 in [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] and intends to continue to pay quarterly dividends in [removed: 2024.][added: 2025.]

In July [removed: 2023,] [added: 2024,] the Company raised the quarterly dividend per common share, its [removed: 56th] [added: 57th] annual consecutive increase, which extended its record for the longest, consecutive quarterly and annual dividend payments among industrial companies listed on the NYSE.

As of [removed: February 1, 2024,] [added: January 30, 2025,] there were [removed: 8,258] [added: 7,920] holders of record of the Company’s common stock.

The following table provides information about the Company’s purchases of equity securities that are registered by the Company pursuant to Section 12 of the Securities Exchange Act of 1934 for the three months ended December [removed: 30, 2023:][added: 28, 2024:]

| [removed: 2023] [added: 2024] | | | | | | Total Number Of Common Shares [removed: Purchased (a)] [added: Purchased] | | | | | | Average Price Paid Per Common Share | | | | | | Total Number Of Common Shares Purchased As Part Of A Publicly Announced Plan or Program | | | | | | (In Millions) Maximum Number Of Common Shares That May Yet Be Purchased Under The Program [removed: (b)] [added: (a)] | | |

| [removed: October 1] [added: November 3] - November [removed: 4] [added: 30] | | | | | | — | | | | | | [removed: $ |] — | | | | | [added: |] — | | | | | | 20 | | |

| [removed: November 5] [added: December 1] - December [removed: 2] [added: 28] | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | |

[removed: (b)On] [added: (a)On] April 21, 2022, the Board approved a share repurchase program of up to 20 million shares of the Company’s common stock (the “April 2022 Program”).

Such repurchases may be funded from cash on hand, short-term borrowings or other sources of cash at the Company’s discretion, and the Company is under no obligation to repurchase any shares pursuant to the [removed: repurchase program.][added: April 2022 Program.]

[removed: ][added: ]

| THE POINTS IN THE ABOVE TABLE ARE AS FOLLOWS: | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

The comparison assumes $100 invested at the closing price on December [removed: 28, 2018] [added: 27, 2019] in the Company’s common stock, S&P 500 Index, and S&P 500 Capital Goods Index.

| September 29 - November 2 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 20 | | |

| Stanley Black & Decker | | | $ | 100.00 | | | | | $ | 109.64 | | | | | $ | 117.65 | | | | | $ | 48.32 | | | | | $ | 65.45 | | | | | $ | 55.73 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 118.07 | | | | | $ | 151.93 | | | | | $ | 124.39 | | | | | $ | 157.06 | | | | | $ | 199.28 | |

| S&P 500 Capital Goods Index | | | $ | 100.00 | | | | | $ | 106.17 | | | | | $ | 126.26 | | | | | $ | 125.92 | | | | | $ | 150.14 | | | | | $ | 186.02 | |

| December 3 - December 30 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | |

(a)The Company issues time-vested restricted stock units (“RSUs”) as part of its benefit plans.

In the Consolidated Financial Statements, shares of common stock withheld for tax purposes on behalf of the participant in connection with the vesting or delivery of RSUs are treated in a similar manner as common stock repurchases because they reduce the number of shares that would have been issued upon vesting or delivery.

Such withholdings of shares of common stock are not considered common stock repurchases under the Company's authorized common stock repurchase program.

| Stanley Black & Decker | | | $ | 100.00 | | | | | $ | 142.37 | | | | | $ | 156.09 | | | | | $ | 167.50 | | | | | $ | 68.79 | | | | | $ | 93.18 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 132.96 | | | | | $ | 156.99 | | | | | $ | 202.02 | | | | | $ | 165.40 | | | | | $ | 208.83 | |

| S&P 500 Capital Goods Index | | | $ | 100.00 | | | | | $ | 133.11 | | | | | $ | 141.33 | | | | | $ | 168.07 | | | | | $ | 167.61 | | | | | $ | 199.85 | |

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December [removed: 30, 2023.][added: 28, 2024.]

Management concluded that based on its assessment, the Company’s internal control over financial reporting was effective as of December [removed: 30, 2023.][added: 28, 2024.]

Ernst & Young LLP, the auditor of the financial statements included in this annual report, has issued an attestation report on the registrant’s internal control over financial reporting, a copy of which appears on page [removed: 63.][added: 61.]

Based upon that evaluation, the Company’s President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer have concluded that, as of December [removed: 30, 2023,] [added: 28, 2024,] the Company’s disclosure controls and procedures are effective.

There has been no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended December [removed: 30, 2023] [added: 28, 2024] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the three months ended December [removed: 30, 2023,] [added: 28, 2024,] no director or Section 16 officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

The information required by this Item, except for the identification of the executive officers of the Company presented in *Part I* of this Annual Report on Form 10-K under the caption "Information About Our Executive Officers," and certain information with respect to the Company’s Code of Business Ethics and any material changes to the procedures by which shareholders may recommend nominees to the Company’s Board of Directors, as set forth below, is incorporated herein by reference to the information set forth in the section of the Company’s definitive proxy statement (which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the close of the Company’s fiscal year) under the headings “Delinquent Section 16(a) Reports,” “Corporate Governance,” “Information Concerning Nominees for Election as Directors,” [removed: and] “Board of [removed: Directors".][added: Directors,” and “Insider Trading Policy.”]

Available on the Company's website at [removed: http://www.stanleyblackanddecker.com] [added: https://www.stanleyblackanddecker.com] under the “Investors” heading is the Code of Business Ethics applicable to all of its directors and officers, including the President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Chief Accounting Officer, and employees worldwide, as well as the Supplemental Code of Ethics for CEO and Senior Financial Officers, applicable to the Company’s President and Chief Executive Officer, and all senior financial officers, including the Executive Vice President and Chief Financial Officer and Chief Accounting Officer.

The information required by this Item is incorporated herein by reference to the information set forth under the sections entitled “Compensation Discussion & Analysis,” [removed: “2023] [added: “2024] Executive Compensation,” “Director Compensation,” and “Compensation and Talent Development Committee Report” of the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Compensation plans under which the Company’s equity securities are authorized for issuance at December [removed: 30, 2023] [added: 28, 2024] follow:

(1)Consists of [removed: 5,490,848] [added: 5,918,571] shares underlying outstanding stock options (whether vested or unvested) with a weighted-average exercise price of [removed: $133.22] [added: $128.59] and a weighted-average remaining term of [removed: 6.22] [added: 5.8] years; [removed: 2,222,052] [added: 2,499,131] shares underlying time-vesting restricted stock units that have not yet vested and the maximum number of shares that will be issued pursuant to outstanding performance awards if all established goals are met; and [removed: 170,546] [added: 162,940] of shares earned but related to which participants elected deferral of delivery.

All stock-based compensation plans are discussed in *Note [removed: J,] [added: I,] Capital Stock*, of the *Notes to Consolidated Financial Statements* in *Item 8*.

(3)Consists of [removed: 1,070,126] [added: 921,982] of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of employees and [removed: 6,161,350] [added: 5,869,501] securities available for future grants under stock-based compensation plans.

(4)U.S. non-highly compensated employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the Employee Stock Ownership Plan ("ESOP") section of *Note [removed: L,] [added: K,] Employee Benefit Plans,* of the *Notes to the Consolidated Financial Statements* in *Item 8.* The Company contributes an amount equal to one half of the employee contribution up to the first 7% of salary.

The same matching arrangement was provided for highly compensated salaried employees in the non-qualified plan, to the extent the match was not fully met in the qualified plan, except that the arrangement for these employees is outside of the ESOP, and is [removed: not funded in advance of distributions.]

For both qualified and non-qualified plans, the investment of [added: the employee’s contribution and the Company’s matching contribution is controlled by the employee and may include an election to invest in Company stock.]

The number of securities remaining available for issuance under the plans at December [removed: 30, 2023] [added: 28, 2024] is not determinable, since the plans do not authorize a maximum number of securities.

| Equity compensation plans approved by security holders | | | | | | 8,580,642 | | | (1) | | | $ | 128.59 | | (2) | | | 6,791,483 | | | (3) | | |

| Total | | | | | | 8,580,642 | | | | | | $ | 128.59 | | | | | 6,791,483 | | | | | |

On April 26, 2024, the Company’s shareholders approved the adoption of the 2024 Omnibus Award Plan (the “2024 Plan”), which was approved by the Board of Directors on February 27, 2024.

Subject to adjustment as provided in the 2024 Plan, up to an aggregate of (i) 9,320,000 shares of the Company’s common stock may be issued in connection with awards under the 2024 Plan, less (ii) the shares covered by awards granted under the 2022 Omnibus Award Plan (the “2022 Plan”) following December 31, 2023, plus (iii) any shares that become available for awards in accordance with the terms of the 2024 Plan, including as a result of forfeitures under the 2022 Plan or other prior plans.

No further awards will be issued under the Company's 2022 Plan.

not funded in advance of distributions.

| Equity compensation plans approved by security holders | | | | | | 7,883,446 | | | (1) | | | $ | 133.22 | | (2) | | | 7,231,476 | | | (3) | | |

| Total | | | | | | 7,883,446 | | | | | | $ | 133.22 | | | | | 7,231,476 | | | | | |

On February 16, 2022, the Board of Directors adopted the 2022 Omnibus Award Plan (the "2022 Plan") and authorized the issuance of 9,800,000 shares of the Company's common stock in connection with the awards pursuant to the 2022 Plan.

No further awards are available for issuance under the Company's 2013 Long-Term Incentive Plan or the 2018 Omnibus Award Plan.

the employee’s contribution and the Company’s matching contribution is controlled by the employee and may include an election to invest in Company stock.

The response to this portion of Item 15 is submitted as a separate section of this report beginning with an index thereto on page [removed: 57.][added: 55.]

See Exhibit Index in this [added: Annual Report on] Form 10-K on page [removed: 117.][added: 112.]

(b) See Exhibit Index in this [added: Annual Report on] Form 10-K on page [removed: 117.][added: 112.]

(c) The response in this portion of Item 15 is submitted as a separate section of this [added: Annual Report on] Form 10-K with an index thereto beginning on page [removed: 57.][added: 55.]

| Schedule II — Valuation and Qualifying Accounts is included in Item 15 (page [removed: [59](#i8cd2af3c78eb42a1adde0291c81398eb_106)).] [added: [57](#i1f10dfec762842538feec7850ad3f14d_106)).] | | |

| Management’s Report on Internal Control Over Financial Reporting (page [removed: 60).] [added: [58](#i1f10dfec762842538feec7850ad3f14d_109)).] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 00042) — Financial Statement Opinion (page [removed: 61).] [added: 59).] | | |

| Report of Independent Registered Public Accounting Firm — Internal Control Opinion (page [removed: 63).] [added: 61).] | | |

| Consolidated Statements of Operations — fiscal years ended December [added: 28, 2024, December] 30, 2023, [added: and] December 31, [removed: 2022, and January 1,] 2022 (page [removed: 64).] [added: 62).] | | |

| Consolidated Statements of Comprehensive [removed: (Loss)] Income [added: (Loss)] — fiscal years ended December [added: 28, 2024, December] 30, 2023, [added: and] December 31, [removed: 2022, and January 1,] 2022 (page [removed: 65).] [added: 63).] | | |

| Consolidated Balance Sheets — December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022] [added: 30, 2023] (page [removed: 66).] [added: 64).] | | |

| Consolidated Statements of Cash Flows — fiscal years ended December [added: 28, 2024, December] 30, 2023, [added: and] December 31, [removed: 2022, and January 1,] 2022 (page [removed: 67).] [added: 65).] | | |

| Consolidated Statements of Changes in Shareowners’ Equity — fiscal years ended December [added: 28, 2024, December] 30, 2023, [added: and] December 31, [removed: 2022, and January 1,] 2022 (page [removed: 69).] [added: 67).] | | |

| Notes to Consolidated Financial Statements (page [removed: 70).] [added: 68).] | | |

Fiscal years ended December [added: 28, 2024, December] 30, 2023, [added: and] December 31, [removed: 2022, and January 1,] 2022

[removed: (Millions] [added: (Millions] of Dollars)

| Year Ended 2023 [removed: (c)] | | | $ | 1,032.5 | | | | | $ | 38.4 | | | | | $ | 2.2 | | | | | $ | (26.2) | | | | | $ | 1,046.9 | |

(c)Refer to *Note [removed: Q,] [added: P,] Income Taxes*, of the *Notes to Consolidated Financial Statements* in *Item 8* for further discussion.

Management has assessed the effectiveness of Stanley Black & Decker, Inc.’s internal control over financial reporting as of December [removed: 30, 2023.][added: 28, 2024.]

Management concluded that based on its assessment, Stanley Black & Decker, Inc.’s internal control over financial reporting was effective as of December [removed: 30, 2023.][added: 28, 2024.]

Ernst & Young LLP, Registered Public Accounting Firm included in this annual report, has issued an attestation report on the registrant’s internal control over financial reporting, a copy of which appears on page [removed: 63.][added: [61](#i1f10dfec762842538feec7850ad3f14d_115).]

We have audited the accompanying consolidated balance sheets of Stanley Black & Decker, Inc. (the Company) as of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] the related consolidated statements of operations, comprehensive [removed: (loss) income,] [added: income (loss),] shareowners’ equity and cash flows for each of the three years in the period ended December [removed: 30, 2023,] [added: 28, 2024,] and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 30, 2023,] [added: 28, 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December [removed: 30, 2023,] [added: 28, 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 27, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

We have audited Stanley Black & Decker, Inc.’s internal control over financial reporting as of December [removed: 30, 2023,] [added: 28, 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Stanley Black & [removed: Decker] [added: Decker, Inc.] (the Company) maintained, in all material respects, effective internal control over financial reporting as of December [removed: 30, 2023,] [added: 28, 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] the related consolidated statements of operations, comprehensive [removed: (loss) income,] [added: income (loss),] shareowners’ equity and cash flows for each of the three years in the period ended December [removed: 30, 2023,] [added: 28, 2024,] and the related notes and schedule listed in the Index at Item 15(a) and our report dated February [removed: 27, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

Fiscal years ended December [added: 28, 2024, December] 30, 2023, [added: and] December 31, [removed: 2022, and January 1,] 2022

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net Sales | | | $ | [removed: 15,781.1] [added: 15,365.7] | | | | | $ | [removed: 16,947.4] [added: 15,781.1] | | | | | $ | [removed: 15,281.3] [added: 16,947.4] | |

| Cost of sales | | | $ | [removed: 11,848.5] [added: 10,851.3] | | | | | $ | [removed: 12,663.3] [added: 11,848.5] | | | | | $ | [removed: 10,189.1] [added: 12,663.3] | |

| Selling, general and administrative | | | [removed: 3,282.0] [added: 3,310.5] | | | | | | [removed: 3,355.7] [added: 3,282.0] | | | | | | [removed: 3,193.1] [added: 3,355.7] | | |

| Provision for credit losses | | | [removed: 8.7] [added: 22.2] | | | | | | [removed: 14.3] [added: 8.7] | | | | | | [removed: —] [added: 14.3] | | |

| Other, net | | | [removed: 320.1] [added: 448.8] | | | | | | [removed: 274.8] [added: 320.1] | | | | | | [removed: 189.5] [added: 274.8] | | |

| Loss on sales of businesses | | | [removed: 10.8] [added: —] | | | | | | [removed: 8.4] [added: 10.8] | | | | | | [removed: 0.6] [added: 8.4] | | |

| Restructuring charges | | | [removed: 39.4] [added: 99.9] | | | | | | [removed: 140.8] [added: 39.4] | | | | | | [removed: 14.5] [added: 140.8] | | |

| Asset impairment charges | | | [removed: 274.8] [added: 72.4] | | | | | | [removed: 168.4] [added: 274.8] | | | | | | [removed: —] [added: 168.4] | | |

| Interest income | | | [removed: (186.9)] [added: (179.1)] | | | | | | [removed: (54.7)] [added: (186.9)] | | | | | | [removed: (9.8)] [added: (54.7)] | | |

| Interest expense | | | [removed: 559.4] [added: 498.6] | | | | | | [removed: 338.5] [added: 559.4] | | | | | | [removed: 185.4] [added: 338.5] | | |

| | | | $ | [removed: 16,156.8] [added: 15,124.6] | | | | | $ | [removed: 16,909.5] [added: 16,156.8] | | | | | $ | [removed: 13,694.4] [added: 16,909.5] | |

| [removed: (Loss) earnings] [added: Earnings (loss)] from continuing operations before income taxes [removed: and equity interest] | | | [removed: (375.7)] [added: 241.1] | | | | | | [removed: 37.9] [added: (375.7)] | | | | | | [removed: 1,586.9] [added: 37.9] | | |

| Income taxes on continuing operations | | | [removed: (94.0)] [added: (45.2)] | | | | | | [removed: (132.4)] [added: (94.0)] | | | | | | [removed: 55.1] [added: (132.4)] | | |

| Net [removed: (loss)] earnings [added: (loss)] from continuing operations [removed: before equity interest] | | | [removed: (281.7)] [added: 286.3] | | | | | | [removed: 170.3] [added: (281.7)] | | | | | | [removed: 1,531.8] [added: 170.3] | | |

| Net [removed: (loss) earnings] [added: Earnings (Loss)] from [removed: continuing operations] [added: Continuing Operations Attributable to Common Shareowners] | | | [removed: (281.7)] [added: $] | [added: 286.3] | | | | | [removed: 170.3] [added: $] | [added: (281.7)] | | | | | [removed: 1,550.8] [added: $] | [added: 164.3] | |

| Less: Net earnings [removed: (losses)] attributable to non-controlling interests | | | — | | | | | | [removed: 0.2] [added: —] | | | | | | [removed: (1.7)] [added: 0.2] | | |

| Net [removed: (loss)] earnings [added: (loss)] from continuing operations attributable to Stanley Black & Decker, Inc. | | | $ | [removed: (281.7)] [added: 286.3] | | | | | $ | [removed: 170.1] [added: (281.7)] | | | | | $ | [removed: 1,552.5] [added: 170.1] | |

| Less: Preferred stock dividends and beneficial conversion feature | | | — | | | | | | [removed: 5.8] [added: —] | | | | | | [removed: 14.2] [added: 5.8] | | |

| Net [removed: (Loss)] Earnings [added: (Loss)] from Continuing Operations Attributable to Common Shareowners | | | $ | [removed: (281.7)] [added: 286.3] | | | | | $ | [removed: 164.3] [added: (281.7)] | | | | | $ | [removed: 1,538.3] [added: 164.3] | |

| Add: Contract adjustment payments accretion | | | — | | | | | | [removed: 1.2] [added: —] | | | | | | [removed: 1.3] [added: 1.2] | | |

| Net [removed: (Loss)] Earnings [added: (Loss)] from Continuing Operations Attributable to Common Shareowners - Diluted | | | $ | [removed: (281.7)] [added: 286.3] | | | | | $ | [removed: 165.5] [added: (281.7)] | | | | | $ | [removed: 1,539.6] [added: 165.5] | |

| [removed: (Loss) earnings] [added: Earnings (loss)] from discontinued operations before income taxes (including [added: 2024 pre-tax gain on Security sale of $10.4 million,] 2023 pre-tax loss on Security sale of $14.3 million and 2022 pre-tax gain on Security sale of $1,197.4 [removed: million)] [added: million )] | | | [removed: (14.3)] [added: 10.4] | | | | | | [removed: 1,210.9] [added: (14.3)] | | | | | | [removed: 124.3] [added: 1,210.9] | | |

| Income taxes on discontinued operations (including [added: 2024 income taxes of $2.4 million for gain on Security sale,] 2023 income taxes of $14.5 million for loss on Security sale and 2022 income taxes of $312.5 million for gain on Security sale) | | | [removed: 14.5] [added: 2.4] | | | | | | [removed: 318.5] [added: 14.5] | | | | | | [removed: (12.4)] [added: 318.5] | | |

| Net [removed: (loss)] earnings [added: (loss)] from discontinued operations | | | $ | [removed: (28.8)] [added: 8.0] | | | | | $ | [removed: 892.4] [added: (28.8)] | | | | | $ | [removed: 136.7] [added: 892.4] | |

| Net [removed: (Loss)] Earnings [added: (Loss)] Attributable to Common Shareowners - Diluted | | | $ | [removed: (310.5)] [added: 294.3] | | | | | $ | [removed: 1,057.9] [added: (310.5)] | | | | | $ | [removed: 1,676.3] [added: 1,057.9] | |

| Year Ended 2024 | | | $ | 76.6 | | | | | $ | 22.2 | | | | | $ | 9.0 | | | | | $ | (23.1) | | | | | $ | 84.7 | |

| Year Ended 2024 (c) | | | $ | 1,046.9 | | | | | $ | 31.5 | | | | | $ | (1.0) | | | | | $ | (109.6) | | | | | $ | 967.8 | |

| | | | | | | *Centredale Site Environmental Accrual* | | |

| *Description of the Matter* | | | | | | As described in Note R to the consolidated financial statements, the total environmental accrued liability as of December 28, 2024 is $275.4 million, which includes the cost estimate for the Centredale Manor Restoration Project Superfund Site (Centredale Site) in the amount of $161.8 million. The Company’s accrued liability represents estimated future environmental remediation costs based on currently available facts with respect to each individual site and includes such factors as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites. Auditing the Company’s environmental accrued liability related to the Centredale Site was challenging and highly judgmental due to the significant estimation required to determine the future remediation costs. The Company’s methodology for estimating future remediation costs involves significant assumptions and inputs, including projected material volumes and disposal costs. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to estimate the Centredale Site accrued liability. For example, we tested controls over the Company’s evaluation process over third-party consultants and management’s review of the estimates and key assumptions. To test the estimated future remediation costs related to the Centredale Site, we performed audit procedures that included, among others, testing the key assumptions discussed above. We compared these assumptions to current industry and economic trends, and to actual historical costs related to remedial efforts. We made various inquiries of internal and external counsel and evaluated external communications, including those from the US Environmental Protection Agency, to evaluate the Company’s remediation methodology. We used our internal environmental specialists to assist in our evaluation of the methodology used and the significant assumptions and inputs used by the Company to determine the estimated future remediation costs. | | |

February 18, 2025

February 18, 2025

| | | | 2024 | | | | | | 2023 | | |

| | | | 11,536.0 | | | | | | 11,972.4 | | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | 294.3 | | | | | | | | | | | | | | | | | | | | | | | | 294.3 | | |

| Issuance of common stock (960,437 shares) | | | | | | | | | | | | | | | (93.1) | | | | | | | | | | | | | | | | | | 117.9 | | | | | | | | | | | | 24.8 | | |

| Repurchase of common stock (207,592 shares) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (17.7) | | | | | | | | | | | | (17.7) | | |

| Balance December 28, 2024 | | | $ | — | | | | | $ | 442.3 | | | | | $ | 5,071.3 | | | | | $ | 8,343.3 | | | | | $ | (2,320.9) | | | | | $ | (2,816.1) | | | | | $ | — | | | | | $ | 8,719.9 | |

On April 1, 2024, the Company completed the sale of its Infrastructure business.

categories.

Refer to *Note S, Divestitures*, for further discussion of the 2024 and 2023 goodwill impairment charges related to the Infrastructure business.

Retirement eligible is defined as those (i) age 55 and with 10 years of service for awards granted before February 14, 2023, and (ii) the earlier of age 55 and with 10 years of service or age 65 and with 1 year of service for awards granted thereafter.

For ongoing, active plans, the amount in excess of

The Company measures defined benefit plan assets and obligations as of the end of the calendar month closest to its fiscal year end as the alternative measurement date in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2015-04, *Compensation Retirement Benefit (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Asset*.

obligations are presented in the balance sheet, and a rollforward of the obligations during the annual period.

The Company adopted this standard in fiscal year 2024.

In November 2024, the FASB issued ASU 2024-03, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*.

The amendments in this update require disclosure and further disaggregation, in the notes to financial statements, of specified information about certain costs and expenses.

The required disclosures include the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas producing activities included in each relevant expense caption.

Additionally, further disclosures are required for certain amounts already required to be disclosed under current GAAP, a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and the total amount of selling expenses, and on an annual basis, the definition of selling expenses.

The standard can be applied prospectively or retrospectively.

| Foreign currency translation and other | | | (67.1) | | | | | | (23.3) | | | | | | | | | (90.4) | | |

| Balance December 28, 2024 | | | $ | 5,909.2 | | | | | $ | 1,996.3 | | | | | | | | $ | 7,905.5 | |

Goodwill totaling $540.5 million relating to the Infrastructure business was reclassified to assets held for sale as of December 30, 2023.

As required by the Company's policy, the Company performed its annual goodwill impairment testing in the third quarter of 2024.

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

As a result of these ongoing brand prioritization efforts, the Company recognized a $41.0 million pre-tax, non-cash impairment charge related to the Lenox trade name in the third quarter of 2024.

Subsequent to this impairment charge, the carrying value of the Lenox trade name totaled $115.0 million.

| (Millions of Dollars) | | | Interest Rate | | | Notional Value | | | Carrying Value1 | | | | | | Carrying Value1 | | |

1 Carrying values are net of unamortized discounts, deferred issuance costs, unamortized terminated swaps and purchase accounting fair value adjustments.

As of December 28, 2024, the Company had no commercial paper borrowings outstanding.

A sub-limit of an amount equal to the Euro equivalent of $800.0 million is designated for swing line advances.

commercial paper program.

The 5-Year Credit Agreement and the 2024 Syndicated 364-Day Credit Agreement, as described above, contain customary affirmative and negative covenants, including but not limited to, maintenance of an interest coverage ratio.

The Company must maintain, for each period of four consecutive fiscal quarters of the Company, an interest coverage ratio of not less than 3.50 to 1.00, provided that the Company is only required to maintain an interest coverage ratio of not less than (i) 1.50 to 1.00 for any four fiscal quarter period ending on or before the end of the Company’s second fiscal quarter of 2024, and (ii) 2.50 to 1.00 for any four fiscal quarter period ending after the Company’s second fiscal quarter of 2024 through and including the Company’s second fiscal quarter of 2025.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Year Ended 2021 | | | $ | 106.2 | | | | | $ | — | | | | | $ | 3.8 | | | | | $ | (14.1) | | | | | $ | 95.9 | |

| Year Ended 2021 | | | $ | 1,001.9 | | | | | $ | 190.7 | | | | | $ | 61.1 | | | | | $ | (186.5) | | | | | $ | 1,067.2 | |

| | | | | | | | | |

| | | | | | | *Uncertain Tax Positions* | | |

| *Description of the Matter* | | | | | | As described in Notes A and Q, the Company conducts business globally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course, the Company is subject to examinations by taxing authorities throughout the world. Uncertainty in a tax position may arise as tax laws are subject to interpretation. At December 30, 2023, the Company has recorded approximately $481 million relating to uncertain tax positions. The Company records uncertain tax positions in accordance with ASC 740, which requires a two-step process. First, management determines whether it is more likely than not that a tax position will be sustained based on the technical merits of the position and second, for those tax positions that meet the more likely than not threshold, management recognizes the largest amount of the tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related taxing authority. The Company then evaluates uncertain tax positions in subsequent periods for recognition, de-recognition or re-measurement if changes have occurred, or when effective settlement or expiration of the statute of limitations occurs. Auditing the uncertain tax positions is complex because of the judgmental nature of the tax accruals and various other tax return positions that might not be sustained upon review by taxing authorities. The Company files tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world due to its complex global footprint. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the recognition, measurement and the evaluation of changes in uncertain tax positions. This included testing controls over management’s review of the tax positions, their evaluation of whether they met the measurement threshold and then recalculating the amounts recognized in the consolidated financial statements. Our audit procedures to test the Company’s uncertain tax positions included, among others, involvement of our tax professionals, including transfer pricing professionals. This included evaluating tax opinions and third-party transfer pricing studies obtained by the Company and assessing the Company’s correspondence with the relevant tax authorities. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations. Our testing also included the evaluation of the ongoing positions and consideration of changes, the recording of penalties and interest and the ultimate settlement and payment of certain tax matters. | | |

February 27, 2024

February 27, 2024

| Gain on equity method investment | | | — | | | | | | — | | | | | | (68.0) | | |

| Share of net earnings of equity method investment | | | — | | | | | | — | | | | | | 19.0 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 11,972.4 | | | | | | 12,711.7 | | |

| Non-controlling interests | | | — | | | | | | 2.1 | | |

| Total Shareowners’ Equity | | | 9,056.1 | | | | | | 9,714.2 | | |

| Gain on equity method investment | | | — | | | | | | — | | | | | | (68.0) | | |

| Craftsman contingent consideration remeasurement from MTD acquisition | | | — | | | | | | — | | | | | | 101.1 | | |

| Share of net earnings of equity method investment | | | — | | | | | | — | | | | | | (19.0) | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance January 2, 2021 | | | $ | 1,370.3 | | | | | $ | 442.3 | | | | | $ | 4,967.8 | | | | | $ | 7,542.2 | | | | | $ | (1,713.7) | | | | | $ | (1,549.3) | | | | | $ | 6.8 | | | | | $ | 11,066.4 | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | 1,689.2 | | | | | | | | | | | | | | | | | | (1.7) | | | | | | 1,687.5 | | |

| Cash dividends declared — $50.00 per annum per preferred share | | | | | | | | | | | | | | | | | | | | | (14.2) | | | | | | | | | | | | | | | | | | | | | | | | (14.2) | | |

| Issuance of common stock (1,636,532 shares) | | | | | | | | | | | | | | | (19.0) | | | | | | | | | | | | | | | | | | 150.4 | | | | | | | | | | | | 131.4 | | |

| Repurchase of common stock (529,073 shares) | | | | | | | | | | | | | | | 72.2 | | | | | | | | | | | | | | | | | | (106.5) | | | | | | | | | | | | (34.3) | | |

| Redemption and conversion of preferred stock (1,469,055 shares) | | | (750.0) | | | | | | | | | | | | (137.3) | | | | | | | | | | | | | | | | | | 137.3 | | | | | | | | | | | | (750.0) | | |

| Non-controlling interest buyout | | | | | | | | | | | | | | | (2.8) | | | | | | | | | | | | | | | | | | | | | | | | (3.2) | | | | | | (6.0) | | |

On December 15, 2023, the Company announced that it had entered into a definitive agreement for the sale of the Infrastructure business.

There were no assets or liabilities held for sale relating to Infrastructure as of December 31, 2022.

In December 2021, the Company acquired the remaining 80 percent ownership stake in MTD Holdings Inc. ("MTD"), a privately held global manufacturer of outdoor power equipment.

The Company previously acquired a 20 percent interest in MTD in January 2019.

Prior to closing on the remaining 80 percent ownership stake, the Company applied the equity method of accounting to the 20% investment in MTD.

In November 2021, the Company acquired Excel Industries ("Excel"), a leading designer and manufacturer of premium commercial and residential turf-care equipment.

These acquisitions were accounted for as business combinations using the acquisition method of accounting and the results subsequent to the dates of acquisition are included in the Company's Tools & Outdoor segment.

Additionally, the Company considers the credit

| | | | | | | | | |

This approach incorporates many

A portion of the Company’s revenues within the Oil & Gas business, disposed in the third quarter of 2022, were generated from equipment leased to customers.