Stanley Black & Decker 424B5 Prospectus supplement for primary offering

Filed Pursuant to 424(b)(5)
Registration No. 333-221127

The information in this preliminary prospectus supplement is not complete and may be changed. We will amend and complete the information in this preliminary prospectus supplement. This preliminary prospectus supplement and the accompanying prospectus are not offers to sell nor solicitations of offers to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2020

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus Dated October 25, 2017)

LOGO

Stanley Black & Decker, Inc.

%Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due

We are offering $ of our %Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due (the “debentures”). The debentures will bear interest (i) from , 2020 to, but excluding, , 2025 at the fixed rate of % per annum and (ii) from, and including, , 2025, during each Reset Period (as defined herein), at a rate per annum equal to the Five-Year Treasury Rate (as defined herein) as of the most recent Reset Interest Determination Date (as defined herein), plus % to be reset on each Reset Date (as defined herein). Interest on the debentures will be payable semi-annually in arrears on and of each year, commencing on , 2020. We may defer interest payments during one or more Optional Deferral Periods (as defined herein), up to five consecutive years per Optional Deferral Period as described in this prospectus supplement. See “Description of the Debentures—Option to Defer Interest Payments.”

If we are deferring interest payments on the debentures, we may nevertheless, in certain circumstances, pay interest and certain dividends and make contract payments, including any deferred interest, dividends and contract payments in respect of debt or preferred equity securities or purchase contracts relating to our outstanding and future equity units or purchase contracts, without resuming payment of interest on the debentures. See “Description of the Debentures—Option to Defer Interest Payments.”

The debentures will mature on , . We may redeem the debentures at our option, in whole or in part, at any time other than the Par Call Date (as defined herein) or any subsequent Reset Date, at a redemption price equal to 100% of the principal amount of the debentures redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any. On the Par Call Date or any subsequent Reset Date, we may redeem the debentures, in whole or in part, at a redemption price equal to 100% of the principal amount of the debentures redeemed, plus accrued and unpaid interest, if any. See “Description of the Debentures—Optional Redemption.”

In addition, we may redeem the debentures at our option, in whole but not in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, upon the occurrence of a Tax Event (as defined herein). See “Description of the Debentures—Optional Redemption—Optional Redemption Upon a Tax Event.” Furthermore, the debentures will be redeemable at our option, in whole but not in part, at any time and from time to time, at a redemption price equal to 102% of the principal amount, plus accrued and unpaid interest, if any, within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of a Rating Agency Event (as defined herein) or, in the absence of any such review or appeal process, within 120 days of such Rating Agency Event. See “Description of the Debentures—Optional Redemption—Optional Redemption Upon a Rating Agency Event.”

The debentures will be unsecured and will rank subordinate and junior in right of payment to all of our current and future senior indebtedness on the terms set forth in the subordinated indenture pursuant to which the debentures will be issued. The debentures will not be obligations of or guaranteed by any of our subsidiaries. As a result, the debentures will also be structurally subordinated to all debt and other liabilities of our subsidiaries.

The debentures will be a new issue of securities with no established trading market. The debentures will not be listed on any securities exchange.

Concurrently with this offering, under a separate prospectus supplement, we are offering $ of our % Notes due (the “new notes”) in an underwritten public offering (the “concurrent offering”). The closing of this offering is not conditioned on the closing of the concurrent offering, and the closing of the concurrent offering is not conditioned on the closing of this offering. In addition, we may sell more or fewer new notes depending on market and other conditions.

Investing in the debentures involves risks. See “Risk Factors” beginning on page S-10 of this prospectus supplement to read about important factors you should consider before buying the debentures.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Debenture	Total
Initial public offering price	%	$
Underwriting discount⁽¹⁾	%	$
Proceeds, before expenses, to Stanley Black & Decker, Inc.	%	$

(1)	See “Underwriting” for a description of the compensation payable to the underwriters.

The initial public offering price for the debentures set forth above does not include accrued interest, if any. Interest on the debentures will accrue from , 2020 and must be paid by the purchasers if the debentures are delivered after , 2020.

The underwriters expect to credit securities entitlements with respect to the debentures in book-entry form through the facilities of The Depository Trust Company to the accounts of its participants, including Clearstream Banking,Société Anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about , 2020.

Joint Book-Running Managers


BofA Securities		Citigroup		Credit Suisse		J.P. Morgan		Wells Fargo Securities

, 2020

TABLE OF CONTENTS

Prospectus Supplement


	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
WHERE YOU CAN FIND MORE INFORMATION		S-ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-iv
SUMMARY		S-1
RISK FACTORS		S-10
USE OF PROCEEDS		S-14
CAPITALIZATION		S-15
DESCRIPTION OF THE DEBENTURES		S-16
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		S-31
UNDERWRITING		S-35
LEGAL MATTERS		S-40
EXPERTS		S-40

Prospectus


	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
STANLEY BLACK & DECKER, INC.		7
RISK FACTORS		8
USE OF PROCEEDS		9
RATIO OF EARNINGS TO FIXED CHARGES		10
DESCRIPTION OF SECURITIES		11
DESCRIPTION OF DEBT SECURITIES		12
DESCRIPTION OF CAPITAL STOCK		22
DESCRIPTION OF WARRANTS		28
DESCRIPTION OF DEPOSITARY SHARES		30
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS		32
PLAN OF DISTRIBUTION		33
LEGAL MATTERS		34
EXPERTS		34

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

Unless otherwise indicated or the context otherwise requires, all references in this prospectus supplement to “the Company,” “Stanley,” “we,” “our,” “us” or similar terms mean Stanley Black & Decker, Inc. and its subsidiaries.

We have not, and the underwriters have not, authorized any other person to provide you with any information or make any representation other than the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus we may authorize to be delivered to you and the documents incorporated by reference herein and therein. Neither we nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any different or additional information. Neither we nor the underwriters are making an offer to sell the debentures in any jurisdiction where the offer or sale is not permitted. You should assume the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein are accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

This prospectus supplement contains the terms of this offering of debentures. This prospectus supplement may add, update or change information contained or incorporated by reference in the accompanying prospectus. In addition, the information incorporated by reference in the accompanying prospectus may have added, updated or changed information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with any information in the accompanying prospectus (or any information incorporated by reference therein), this prospectus supplement will apply and will supersede such information in the accompanying prospectus.

It is important for you to read and consider all information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein in making your investment decision. You should also read and consider the additional information in this prospectus supplement under the caption “Where You Can Find More Information.”

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”). Our SEC filings are available to the public at the SEC’s website at www.sec.gov. We maintain a website at www.stanleyblackanddecker.com. The information on our website is not incorporated by reference in this prospectus supplement or the accompanying prospectus and you should not consider it a part of this prospectus supplement or the accompanying prospectus.

The SEC allows us to “incorporate by reference” information into this prospectus supplement and the accompanying prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is deemed to be part of this prospectus supplement and the accompanying prospectus, except for any information superseded by information contained directly in this prospectus supplement, the accompanying prospectus or any subsequently filed document deemed incorporated by reference. This prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below that Stanley Black & Decker, Inc. has previously filed with the SEC (other than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form8-K). These documents contain important information about Stanley Black & Decker, Inc. and its finances.

•

Annual Report onForm10-K for the fiscal year ended December 29, 2018 filed with the SEC on February 26, 2019;

S-ii

•

the information specifically incorporated by reference into our Annual Report onForm10-K for the fiscal year ended December 29, 2018 from our definitive proxy statement onSchedule 14A filed with the SEC on March 6, 2019;

•

Quarterly Reports on Form10-Q for the quarterly periods endedMarch 30, 2019,June 29, 2019 andSeptember 28, 2019; and

•

Current Reports on Form8-K filed with the SEC onFebruary 14, 2019,February 19, 2019,March 1, 2019,April 22, 2019,September 13, 2019,November 13, 2019,January 21, 2020 andJanuary 29, 2020.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the termination of the offering shall also be deemed to be incorporated herein by reference. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including our compensation committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form8-K or certain exhibits furnished pursuant to Item 9.01 of Form8-K.

To obtain a copy of these filings at no cost, you may write or telephone us at the following address:

Stanley Black & Decker, Inc.

1000 Stanley Drive

New Britain, Connecticut 06053

Attention: Treasurer

(860)225-5111

If requested, we will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, a copy of any or all of the information that has been incorporated by reference into but not delivered with this prospectus supplement. Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into such documents.

S-iii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and any documents incorporated herein by reference contain or incorporate statements reflecting the Company’s views about its future performance that constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995.

Those statements include trend analyses and other information relative to markets for our products and trends in our operations or financial results as well as other statements that can be identified by the use of forward-looking language such as “may,” “should,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “intends,” “projects,” “goals,” “objectives,” or other similar expressions. Our actual results, performance or achievements could be materially different from the results expressed in, or implied by, those forward-looking statements. Those statements are subject to risks and uncertainties, including but not limited to the risks described in any documents incorporated herein by reference. When considering those forward-looking statements, you should keep in mind the risks, uncertainties and other cautionary statements made in this prospectus supplement, any accompanying prospectus and the documents incorporated by reference.

There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements, including those set forth in this prospectus supplement, the accompanying prospectus or any documents incorporated herein by reference, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our reports and other documents filed with the SEC. Factors that may cause our actual results to differ materially from those we contemplate by the forward-looking statements include, among others, the following possibilities:

•

successfully developing, marketing and achieving sales from new products and services and the continued acceptance of current products and services

•

macroeconomic factors, including global and regional business conditions (such as Brexit), commodity prices, inflation, and currency exchange rates;

•

laws, regulations and governmental policies affecting our activities in the countries where we do business, including those related to tariffs, taxation, and trade controls, including section 301 tariffs and section 232 steel and aluminum tariffs;

•

the economic environment of emerging markets, particularly Latin America, Russia, China and Turkey;

•

realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures;

•

pricing pressure and other changes within competitive markets;

•

the availability and price of raw materials, component parts, freight, energy, labor and sourced finished goods;

•

the impact the tightened credit markets may have on us or our customers or suppliers;

•

the extent to which we have to write off accounts receivable or assets or experience supply chain disruptions in connection with bankruptcy filings by customers or suppliers;

•

our ability to identify and effectively execute productivity improvements and cost reductions;

•

potential business and distribution disruptions, including those related to physical security threats, information technology or cyber-attacks, epidemics, sanctions or natural disasters;

•

the continued consolidation of customers, particularly in consumer channels;

•

managing franchisee relationships;

•

the impact of poor weather conditions;

S-iv

•

maintaining or improving production rates in our manufacturing facilities, respond to significant changes in product demand and fulfil demand for new and existing products;

•

changes in the competitive landscape in our markets;

•

ournon-U.S. operations, including sales tonon-U.S. customers;

•

the impact from demand changes within world-wide markets associated with homebuilding and remodeling;

•

potential adverse developments in new or pending litigation and/or government investigations;

•

changes in our ability to obtain debt on commercially reasonable terms and at competitive rates;

•

substantial pension and other postretirement benefit obligations;

•

potential environmental liabilities;

•

work stoppages or other labor disruptions; and

•

changes in accounting estimates.

There can be no assurance that other factors not currently anticipated by us will not materially and adversely affect our business, financial condition, and results of operations. You are cautioned not to place undue reliance on any forward-looking statements made by us or on our behalf. Please take into account that forward-looking statements speak only as of the date of this prospectus supplement or, in the case of the accompanying prospectus or any documents incorporated herein by reference, the date of any such document. We do not undertake any obligation to publicly correct or update any forward-looking statement if we later become aware that it is not likely to be achieved. You are advised, however, to consult any further disclosures we make on related subjects in reports to the SEC.

S-v

SUMMARY

This summary contains basic information about us and this offering. Because it is a summary, it does not contain all of the information that you should consider before investing in the debentures. You should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein carefully, including the sections entitled “Risk Factors” in this prospectus supplement and in our Annual Report on Form10-K for the fiscal year ended December 29, 2018, as may be updated by subsequent Quarterly Reports on Form10-Q, and our financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus before making an investment decision.

The Company

Stanley Black & Decker, Inc. was founded in 1843 by Frederick T. Stanley and incorporated in 1852. We are a diversified global provider of hand tools, power tools and related accessories, engineered fastening systems and products, services and equipment for oil & gas and infrastructure applications, commercial electronic security and monitoring systems, healthcare solutions, and automatic doors. Stanley^®, Black & Decker^® and DeWalt^® along with the family of Stanley Black & Decker, Inc. brands are recognized around the world for quality, innovation and value and are among the world’s most trusted brands.

Our principal executive office is located at 1000 Stanley Drive, New Britain, Connecticut 06053 and our telephone number is (860)225-5111.

Recent Developments

Preliminary Financial Information for Fourth Quarter and Full Year 2019

On January 29, 2020, the Company announced its preliminary financial results as of and for the quarter and fiscal year ended December 28, 2019 presented below. Ernst & Young LLP, the Company’s independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the financial information in the earnings release or provided below. The Company is currently preparing its Annual Report on Form10-K for the year ended December 28, 2019. The financial statements therein will be audited by the Company’s independent registered public accounting firm. While the Company believes the financial information in the earnings release and herein fairly presents, in all material respects, its results of operations and financial condition for 2019 and as of the end of the year, the preparation of its Annual Report on Form10-K and the audit by its independent registered public accounting firm could result in changes to its reported financial information, and such changes may be material.

S-1

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, Millions of Dollars)


	Fourth Quarter						Year-to-Date
	2019			2018			2019			2018
*NET SALES*	$	3,714.2		$	3,634.7		$	14,442.2		$	13,982.4

*COSTS AND EXPENSES*
Cost of sales		2,553.6			2,474.8			9,636.7			9,131.3

Gross margin		1,160.6			1,159.9			4,805.5			4,851.1
% of Net Sales		*31.2*	%		31.9	%		*33.3*	%		34.7	%
Selling, general and administrative		723.7			781.4			3,041.0			3,171.7
% of Net Sales		*19.5*	%		21.5	%		*21.1*	%		22.7	%
Other—net		84.4			50.3			267.0			287.0
Loss (gain) on sales of businesses		0.2			—			(17.0	)		0.8
Restructuring charges		62.9			102.2			154.1			160.3

Income from operations		289.4			226.0			1,360.4			1,231.3
Interest—net		52.6			55.0			230.4			209.2

*EARNINGS BEFORE INCOME TAXES AND EQUITY INTEREST*		236.8			171.0			1,130.0			1,022.1
Income taxes		*25.3*			277.0			160.8			416.3

NET EARNINGS (LOSS) BEFORE EQUITY INTEREST		211.5			(106.0	)		969.2			605.8
Share of net losses of equity method investment		(12.4	)		—			(11.2	)		—

*NET EARNINGS (LOSS)*		199.1			(106.0	)		958.0			605.8

Less: net earnings attributable tonon-controlling interests		—			0.8			2.2			0.6

*NET EARNINGS (LOSS) ATTRIBUTABLE TO COMMON SHAREOWNERS*	$	199.1		$	(106.8	)	$	955.8		$	605.2

S-2

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, Millions of Dollars)


	December 28, 2019		December 29, 2018
*ASSETS*
Cash and cash equivalents	$	297.7	$	288.7
Accounts and notes receivable, net		1,454.6		1,607.8
Inventories, net		2,255.0		2,373.5
Other current assets		449.3		299.4

Total current assets		4,456.6		4,569.4
Property, plant and equipment, net		1,959.5		1,915.2
Goodwill and other intangibles, net		12,859.5		12,441.1
Other assets		1,321.0		482.3

Total assets	$	20,596.6	$	19,408.0

*LIABILITIES AND SHAREOWNERS’ EQUITY*
Short-term borrowings	$	337.3	$	376.1
Current maturities of long-term debt		3.1		2.5
Accounts payable		2,087.8		2,233.2
Accrued expenses		1,977.5		1,389.8

Total current liabilities		4,405.7		4,001.6
Long-term debt		3,176.4		3,819.8
Other long-term liabilities		3,872.3		3,746.7
Stanley Black & Decker, Inc. shareowners’ equity		9,136.3		7,836.2
Non-controlling interests’ equity		5.9		3.7

Total liabilities and shareowners’ equity	$	20,596.6	$	19,408.0

S-3

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

SUMMARY OF CASH FLOW ACTIVITY

(Unaudited, Millions of Dollars)


	Fourth Quarter						Year-to-Date
	2019			2018			2019			2018
*OPERATING ACTIVITIES*
Net earnings (loss)	$	199.1		$	(106.0	)	$	958.0		$	605.8
Depreciation and amortization		139.8			125.5			560.2			506.5
Loss (gain) on sales of businesses		0.2			—			(17.0	)		0.8
Share of net losses of equity method investment		12.4			—			11.2			—
Changes in working capital¹		974.1			779.2			114.9			(237.9	)
Other		(82.3	)		422.1			(121.6	)		385.7

Net cash provided by operating activities		1,243.3			1,220.8			1,505.7			1,260.9
*INVESTING AND FINANCING ACTIVITIES*
Capital and software expenditures		(141.2	)		(164.7	)		(424.7	)		(492.1	)
(Payments) proceeds from sales of businesses, net of cash sold		(0.1	)		—			76.6			(3.0	)
Business acquisitions, net of cash acquired		(3.2	)		(2.7	)		(685.4	)		(524.6	)
Sales of assets		94.9			26.0			100.1			45.2
Purchases of investments		(2.0	)		(5.6	)		(260.6	)		(21.7	)
Payments on long-term debt		(750.0	)		(977.5	)		(1,150.0	)		(977.5	)
Proceeds from debt issuance, net of fees		—			990.0			496.2			990.0
Stock purchase contract fees		(10.0	)		(10.0	)		(40.3	)		(40.3	)
Net short-term (repayments) borrowings		(1,136.0	)		(1,011.9	)		(18.1	)		433.2
Premium paid on equity option		(19.2	)		—			(19.2	)		(57.3	)
Proceeds from issuance of preferred stock		735.0			—			735.0			—
Proceeds from issuances of common stock		99.9			5.7			146.0			38.5
Purchases of common stock for treasury		(15.6	)		(12.6	)		(27.5	)		(527.1	)
Cash dividends on common stock		(104.4	)		(98.4	)		(402.0	)		(384.9	)
Effect of exchange rate changes on cash		19.0			0.2			(1.4	)		(53.9	)
Other		(20.2	)		(16.6	)		(27.2	)		(29.1	)

Net cash used in investing and financing activities		(1,253.1	)		(1,278.1	)		(1,502.5	)		(1,604.6	)
(Decrease) increase in cash, cash equivalents and restricted cash		(9.8	)		(57.3	)		3.2			(343.7	)
Cash, cash equivalents and restricted cash, beginning of period		324.4			368.7			311.4			655.1

Cash, cash equivalents and restricted cash, end of period	$	314.6		$	311.4		$	314.6		$	311.4


Reconciliation of Cash, Cash Equivalents and Restricted Cash
	December 28, 2019		December 29, 2018
Cash and cash equivalents	$	297.7	$	288.7
Restricted cash included in Other current assets		16.9		22.7

Cash, cash equivalents and restricted cash	$	314.6	$	311.4

(1)	Working capital is comprised of accounts receivable, inventory, accounts payable and deferred revenue.

S-4

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

BUSINESS SEGMENT INFORMATION

(Unaudited, Millions of Dollars)


	Fourth Quarter						Year-to-Date
	2019			2018			2019			2018
*NET SALES*
Tools & Storage	$	2,609.8		$	2,582.4		$	10,062.1		$	9,814.0
Industrial		597.1			548.5			2,434.7			2,187.8
Security		507.3			503.8			1,945.4			1,980.6

Total	$	3,714.2		$	3,634.7		$	14,442.2		$	13,982.4

*SEGMENT PROFIT*
Tools & Storage	$	417.4		$	336.9		$	1,533.3		$	1,393.1
Industrial		77.7			65.4			334.1			319.8
Security		16.0			28.3			126.6			169.3

Segment Profit		511.1			430.6			1,994.0			1,882.2
Corporate Overhead		(74.2	)		(52.1	)		(229.5	)		(202.8	)

Total	$	436.9		$	378.5		$	1,764.5		$	1,679.4

*Segment Profit as a Percentage of Net Sales*
Tools & Storage		16.0	%		13.0	%		15.2	%		14.2	%
Industrial		13.0	%		11.9	%		13.7	%		14.6	%
Security		3.2	%		5.6	%		6.5	%		8.5	%

Segment Profit		13.8	%		11.8	%		13.8	%		13.5	%
Corporate Overhead		(2.0	)%		(1.4	)%		(1.6	)%		(1.5	)%

Total		11.8	%		10.4	%		12.2	%		12.0	%

S-5

Acquisition of Consolidated Aerospace Manufacturing, LLC

On January 29, 2020, the Company announced that it had entered into a definitive agreement to acquire Consolidated Aerospace Manufacturing, LLC (“CAM”) for up to $1.5 billion in cash, with $200 million of the purchase price held back and contingent on the Boeing 737 MAX receiving authorization from the Federal Aviation Administration to return to service and Boeing achieving certain production levels. The acquisition is subject to customary closing conditions, including receipt of required regulatory approvals. CAM is an industry-leading manufacturer of specialty fasteners & components for the aerospace & defense markets. If the acquisition is consummated, CAM will become part of the Company’s broad portfolio of engineered fastening & component solutions, adding a meaningful platform within the Company’s Industrial segment for continued organic and acquisitive growth.

Redemption of 5.75% Junior Subordinated Debentures due 2052

On December 13, 2019, the Company redeemed in full all of its outstanding 5.75% Junior Subordinated Debentures due 2052 using cash on hand as well as cash generated from the issuance of New Equity Units (as defined below).

Issuance of New Equity Units

On November 13, 2019, the Company issued 7,500,000 new equity units (the “New Equity Units”). Each New Equity Unit initially consists of a unit referred to as a corporate unit with a stated amount of $100 comprised of (i) a contract to purchase from the Company, on November 15, 2022, for a price of $100, a number of newly-issued shares of the Company’s common stock, par value $2.50 per share, equal to the applicable settlement rate and (ii) a 10% undivided beneficial interest in one share of the Company’s 0% Series D Cumulative Perpetual Convertible Preferred Stock, without par value, with a liquidation preference of $1,000. The newly issued convertible preferred stock is pledged to the Company to secure the New Equity Unit holders’ obligations to purchase the Company’s common stock.

Holders of New Equity Units are entitled to receive, quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on February 15, 2020, distributions consisting of contract adjustment payments of 5.25% per year on the stated amount of $100 per New Equity Unit, which are payable by the Company in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, unless the Company has previously irrevocably elected a settlement method to apply, subject to the Company’s right to defer contract adjustment payments in certain instances.

Concurrent Notes Offering

Concurrently with this offering, under a separate prospectus supplement, we are offering $ million aggregate principal amount of our new notes in the concurrent offering. We may sell more or fewer new notes in the concurrent offering depending on market and other conditions. The closing of this offering is not conditioned on the closing of the concurrent offering, and the closing of the concurrent offering is not conditioned on the closing of this offering. There can be no assurance that the concurrent offering will be consummated on the terms described above or at all.

The foregoing description and other information regarding the concurrent offering is included herein solely for informational purposes. Nothing in this prospectus supplement should be construed as an offer to sell, or a solicitation of an offer to buy, any new notes, and no part of the concurrent offering is incorporated by reference in this prospectus supplement.

S-6

The Offering

The summary below describes the principal terms and conditions of the debentures. Certain of the terms and conditions described below are subject to important limitations and exceptions. The section “Description of the Debentures” of this prospectus supplement contains a more detailed description of the terms and conditions of the debentures. For purposes of this “The Offering” section of the prospectus supplement summary, “we,” “us,” “our” or “the Company” refers to Stanley Black & Decker, Inc. and not its subsidiaries.

The debentures will be issued under a junior subordinated indenture, dated as of November 22, 2005 (the “Base Subordinated Indenture”), between us and HSBC Bank USA, National Association, as trustee (the “Trustee”), as supplemented by a sixth supplemental indenture, to be dated as of February , 2020, between us and the Trustee, establishing the terms of the debentures (the Base Subordinated Indenture, as so supplemented, the “Subordinated Indenture”).

Issuer

Stanley Black & Decker, Inc., a Connecticut corporation.

Securities Offered

$ aggregate principal amount of Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due .

Maturity

The debentures will mature on , .

Interest

Deferral of Interest Payments

So long as there is no event of default under the Subordinated Indenture, we may defer interest payments on the debentures, from time to time, for one or more interest periods (each, an “Optional Deferral Period”), up to five consecutive years per Optional Deferral Period. During an Optional Deferral Period, interest will continue to accrue on the debentures, compounded semi-annually, and deferred interest payments will accrue additional interest at a rate equal to the then-applicable interest rate on the debentures, to the extent permitted by applicable law. For a more complete description of our ability to defer the payment of interest, see “Description of the Debentures—Option to Defer Interest Payments.”

Ranking

Our payment obligation under the debentures will be unsecured and will rank junior and be subordinated in right of payment to all of our Senior Indebtedness (as defined below under “Description of the Debentures—Subordination”) on the terms set forth in the Subordinated Indenture pursuant to which the debentures will be

S-7

issued. The terms of subordination to our Senior Indebtedness are described below under “Description of the Debentures—Subordination.” The debentures will not be obligations of, or guaranteed by, any of our subsidiaries. As a result, the debentures will also be structurally subordinated to all debt and other liabilities of our subsidiaries, which means that creditors and preferred stockholders of such subsidiaries will be paid from the assets of such subsidiaries before holders of the debentures would have any claims to those assets.

Listing

The debentures are not, and are not expected to be, listed on any national securities exchange or included in any automated quotation system.

Use of Proceeds

Additional Issuances

We may, at any time, create and issue additional debentures having the same terms as the debentures (other than issuance date, initial interest accrual date and, if applicable, initial interest payment date); provided that if the additional debentures are not fungible with the debentures, such additional debentures will have a separate CUSIP, ISIN, or other identifying number so that they are distinguishable from the debentures offered hereby.

Optional Redemption

We may redeem the debentures at our option, in whole or in part, at any time other than the Par Call Date or any subsequent Reset Date, at a redemption price equal to 100% of the principal amount of the debentures redeemed, plus a “make whole” premium, plus accrued and unpaid interest, if any. On the Par Call Date or any subsequent Reset Date, we may redeem the debentures, in whole or in part, at a

S-8

redemption price equal to 100% of the principal amount of the debentures redeemed, plus accrued and unpaid interest, if any. See “Description of the Debentures—Optional Redemption.”

In addition, we may redeem the debentures at our option, in whole but not in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, upon the occurrence of a Tax Event. See “Description of the Debentures—Optional Redemption—Optional Redemption Upon a Tax Event.” Furthermore, the debentures will be redeemable at our option, in whole but not in part, at any time and from time to time, at a redemption price equal to 102% of the principal amount, plus accrued and unpaid interest, if any, within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of a Rating Agency Event or, in the absence of any such review or appeal process, within 120 days of such Rating Agency Event. See “Description of the Debentures—Optional Redemption—Optional Redemption Upon a Rating Agency Event.”

Trustee, Paying Agent, Registrar and Transfer Agent

HSBC Bank USA, National Association

Governing Law

State of New York.

Concurrent Offering

Concurrently with this offering, under a separate prospectus supplement, we are offering $ million aggregate principal amount of new notes in the concurrent offering. The closing of this offering is not conditioned on the closing of the concurrent offering, and the closing of the concurrent offering is not conditioned on the closing of this offering. In addition, we may sell more or fewer new notes depending on market and other conditions. See “Summary—Concurrent Notes Offering” in this prospectus supplement.

S-9

RISK FACTORS

In considering whether to purchase the debentures, you should carefully consider all of the information we have included or incorporated by reference in this prospectus supplement or the accompanying prospectus. In particular, you should carefully consider the risk factors described below, the discussion of risks relating to our business under the caption “Risk Factors” in our annual report on Form10-K for the fiscal year ended December 29, 2018 and subsequent quarterly reports on Form10-Q and the factors listed in “Special Note Regarding Forward-Looking Statements” in this prospectus supplement and accompanying prospectus before deciding whether an investment in the debentures is suitable for you. The debentures are not an appropriate investment for you if you are unsophisticated with respect to the complex terms of the debentures or financial matters.

Risk Factors Relating to the Debentures

We can defer interest payments on the debentures for one or more periods of up to five years each. This may affect the market price of the debentures.

So long as there is no event of default with respect to the debentures, we may defer interest payments on the debentures, from time to time, for one or more Optional Deferral Periods of up to five consecutive years. At the end of an Optional Deferral Period, if all amounts due are paid, we could start a new Optional Deferral Period of up to five consecutive years. During any Optional Deferral Period, interest on the debentures would be deferred but would accrue additional interest at a rate equal to the then-applicable interest rate on the debentures, to the extent permitted by applicable law. No Optional Deferral Period may extend beyond the maturity date of the debentures. See “Description of the Debentures—Option to Defer Interest Payments.”

If we exercise our right to defer interest payments, the debentures may trade at a price that does not fully reflect the value of accrued and unpaid interest on the debentures or that is otherwise less than the price at which the debentures may have been traded if we had not exercised such right. In addition, as a result of our right to defer interest payments, the market price of the debentures is likely to be affected and may be more volatile than other securities that do not have these rights.

We are not permitted to pay current interest on the debentures until we have paid all outstanding deferred interest, and this could have the effect of extending interest deferral periods.

During an Optional Deferral Period, we will be prohibited from paying current interest on the debentures until we have paid all accrued and unpaid deferred interest, plus any accrued interest thereon. As a result, we may not be able to pay current interest on the debentures if we do not have available funds to pay all accrued and unpaid deferred interest, plus any accrued interest thereon.

If we are deferring interest payments on the debentures, we may nevertheless bring current and pay interest and dividends and make other payments in respect of our outstanding and future equity units or purchase contracts.

While we are deferring interest on the debentures, we may nevertheless bring current and pay interest and dividends, as applicable, in respect of certain debt and preferred equity securities and make payments on purchase contracts that would otherwise rank equal in right of payment with, or junior in interest to, the debentures to the extent that we are not permitted to defer such payments or we cannot settle the purchase contracts or successfully remarket the debt or preferred equity securities if we fail to make such payments. In particular, we have issued and have outstanding purchase contracts in connection with our equity units issued in 2017 and the New Equity Units entitling their holders to contract adjustment payments. We may issue additional equity units or purchase contracts in the future. See “Description of the Debentures—Option to Defer Interest Payments.” Any payments on the related securities and purchase contracts would reduce the amount of cash we have available to pay interest on the debentures.

S-10

Our obligations under the debentures are subordinated.

Our payment obligation under the debentures will be unsecured and will rank junior and be subordinated in right of payment to all of our Senior Indebtedness on the terms set forth in the subordinated indenture pursuant to which the debentures will be issued. This means that we cannot make any payments on the debentures, if (i) we have defaulted on the payment of any of our Senior Indebtedness and the default is continuing, (ii) the maturity of any Senior Indebtedness has been accelerated as a result of a default or (iii) we have filed for bankruptcy or arewinding-up or liquidating, and our Senior Indebtedness has not been repaid in full. In addition, the debentures will not be obligations of or guaranteed by any of our subsidiaries. As a result, the debentures will be structurally subordinated to all debt and other liabilities of our subsidiaries, which means that creditors and preferred stockholders of such subsidiaries will be paid from the assets of such subsidiaries before holders of the debentures would have any claims to those assets.

Since our operations are partially conducted through our subsidiaries, the cash flow and the consequent ability to service our indebtedness, including the debentures, is partially dependent upon the earnings of our subsidiaries and the distribution of those earnings or upon the payments of funds by those subsidiaries to us. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the debentures or to make funds available to us, whether by dividends, loans or other payments. In addition, the payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to contractual or statutory restrictions, and such payments, loans and advances, as applicable, are contingent upon the earnings of those subsidiaries and are subject to various business considerations. Any right we may have to receive assets of any of our subsidiaries upon their liquidation or reorganization (and the consequent right of the holders of our debentures to participate in those assets) will be structurally subordinated to the claims of such subsidiary’s creditors, including trade creditors, because such creditors’ claims will have a priority over our claim as an equity owner of our subsidiaries.

As of September 28, 2019, as adjusted to give effect to the issuance of the new notes in the concurrent offering and the application of the net proceeds therefrom, we would have had approximately $ million in outstanding Senior Indebtedness. As of September 28, 2019, as adjusted to give effect to the redemption on December 13, 2019 of all of the outstanding 5.75% Junior Subordinated Debentures due 2052, we had no outstanding indebtedness that ranks equal in right of payment with the debentures. Furthermore, as of September 28, 2019, our subsidiaries had approximately $6,791.3 million of total liabilities (excluding affiliate liabilities owed to Stanley Black & Decker, Inc.), including the principal amount of debt outstanding. The Subordinated Indenture pursuant to which the debentures will be issued does not place any limit on the amount of liabilities that we may issue, guarantee or otherwise incur or the amount of liabilities, including debt or preferred stock, that our subsidiaries may issue, guarantee or otherwise incur. We expect from time to time to incur additional indebtedness and other liabilities and to guarantee indebtedness that will be senior to the debentures. We also expect our subsidiaries from time to time to incur or guarantee additional indebtedness and other liabilities.

The interest rate will reset on the Par Call Date and each subsequent Reset Date, and any interest payable after a Reset Date may be less than an earlier fixed rate.

The interest rate on the debentures for each Reset Period will equal the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus %. Therefore, the interest rate after the Par Call Date could be less than the fixed rate for the initial five-year period and any interest payable after a subsequent Reset Date may be less than a prior fixed rate. We have no control over the factors that may affect U.S. Treasury rates, including geopolitical conditions and economic, financial, political, regulatory, judicial or other events that may impact U.S. Treasury rates.

Historical U.S. Treasury rates are not an indication of future U.S. Treasury rates.

In the past, U.S. Treasury rates have experienced significant fluctuations. You should note that historical levels, fluctuations and trends of U.S. Treasury rates are not necessarily indicative of future levels. Any historical

S-11

upward or downward trend in U.S. Treasury rates is not an indication that U.S. Treasury rates are more or less likely to increase or decrease at any time after the Par Call Date and you should not take the historical U.S. Treasury rates as an indication of future Five-Year Treasury Rates.

If we defer interest payments on the debentures, there will be U.S. federal income tax consequences to holders of the debentures.

If we defer interest payments on the debentures for one or more Optional Deferral Periods, holders of the debentures will generally be required to include amounts in income for U.S. federal income tax purposes during such period, regardless of their method of accounting for U.S. federal income tax purposes.

If holders of the debentures sell their debentures before the record date for the payment of interest at the end of an Optional Deferral Period, they will not receive such interest. Instead, the accrued interest will be paid to the holder of record on the record date regardless of who the holder of record may have been on any other date during the Optional Deferral Period. Moreover, amounts, if any, but that were not received in cash, that holders were required to include in income in respect of the debentures during the Optional Deferral Period will be added to such holders’ adjusted tax basis in the debentures, but may not be reflected in the amount that such holder realizes on the sale. To the extent the amount realized on a sale is less than the holder’s adjusted tax basis, the holder will recognize a capital loss for U.S. federal income tax purposes. The deductibility of capital losses is subject to limitations. See “United States Federal Income Tax Considerations.”

Rating agencies may change their practices for rating the debentures, which change may affect the market price of the debentures.

The rating agencies that currently or may in the future publish a rating for us, including Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and Fitch Inc., each of which is expected to initially publish a rating of the debentures, may, from time to time in the future, change the way they analyze securities with features similar to the debentures. This may include, for example, changes to the relationship between ratings assigned to an issuer’s senior securities and ratings assigned to securities with features similar to the debentures. If the rating agencies change their practices for rating these types of securities in the future, and the ratings of the debentures are subsequently lowered, that could have a negative impact on the trading price of the debentures.

The debentures may be redeemed prior to maturity, and you may not be able to reinvest the proceeds at the same or a higher rate.

We may redeem the debentures at our option, in whole or in part, on the Par Call Date and on any subsequent Reset Date. In addition, we may redeem the debentures in whole, but not in part, if certain changes in tax laws, regulations or interpretations occur. In each case, the redemption price will be 100% of the principal amount of such debentures being redeemed, plus accrued and unpaid interest. We may also redeem the debentures in whole, but not in part, at any time at a price equal to 102% of the principal amount of the debentures being redeemed following the occurrence of a Rating Agency Event. Finally, we may redeem the debentures at our option, in whole or in part, at any time other than the Par Call Date or any subsequent Reset Date at a redemption price designed to make you whole for interest on the debentures, plus accrued and unpaid interest through the redemption date. If we exercise any of these rights, you may not be able to reinvest the money you receive upon a redemption at a rate that is equal to or higher than the rate of return on the debentures.

S-12

There may not be a public market for the debentures.

There may not be an active trading market available for the debentures and you may not be able to sell your debentures at the price you originally paid for them or at the time you wish to sell them. Future trading prices of the debentures will depend on many factors including, among other things, prevailing interest rates, our operating results and the market for similar securities. The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future which could have an adverse effect on the market prices of the debentures. Generally, the liquidity of, and trading market for, the debentures may also be materially and adversely affected by declines in the market for similar debt securities. Such a decline may materially and adversely affect such liquidity and trading independent of our financial performance and prospects.

S-13

USE OF PROCEEDS

We expect to receive net proceeds from this offering of approximately $ million, after deducting expenses and the underwriting discount. If consummated, we estimate that the net proceeds from the concurrent offering will be approximately $ million, after deducting expenses and the underwriting discount. The closing of this offering is not conditioned on the closing of the concurrent offering, and the closing of the concurrent offering is not conditioned on the closing of this offering. There can be no assurance that the concurrent offering will be consummated on the terms described herein or at all. We intend to use the net proceeds from this offering and, if consummated, the concurrent offering for general corporate purposes, including funding of any acquisitions and repayment of our borrowings.

Pending application of the net proceeds as described above, we may temporarily invest the net proceeds in interest-bearing accounts or shorter term interest-bearing debt instruments.

S-14

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 28, 2019, on an actual and an as adjusted basis to give effect to the issuance of the debentures and the new notes and the application of the net proceeds from this offering, together with the net proceeds from the concurrent offering, as described under “Use of Proceeds.” The “As Adjusted” column does not give effect to any other changes in our cash and cash equivalents and capitalization occurring after September 28, 2019.

The actual data included in the table below is derived from our unaudited consolidated financial statements as of September 28, 2019. This table should be read in conjunction with those consolidated financial statements and the notes thereto in our Quarterly Report on Form10-Q for the quarter ended September 28, 2019 and incorporated in this prospectus supplement by reference.


	As of September 28, 2019
	Actual			As Adjusted
	(unaudited) (in millions)
Cash and cash equivalents	$	311.7		$

Short-term borrowings	$	1,454.9		$

Long-term debt:
3.40% Notes due 2021	$	406.8		$	406.8
2.90% Notes due 2022		752.2			752.2
3.40% Notes due 2026		496.3			496.3
7.05% Notes due 2028		168.8			168.8
4.25% Notes due 2028		495.6			495.6
5.20% Notes due 2040		366.1			366.1
4.85% Notes due 2048		494.1			494.1
5.75% Junior Subordinated Debentures due 2052⁽¹⁾		732.0			732.0
% Notes due offered in the concurrent offering		—
%Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due offered hereby		—
Other		—			—

Long-term debt, including current maturities		3,911.9
Less current maturities		(3.1	)		(3.1	)

Total long-term debt		3,908.8
Total shareowners’ equity⁽²⁾		8,268.2			8,268.2

Total capitalization	$	13,635.0		$

(1)	On December 13, 2019, we redeemed all of the outstanding 5.75% Junior Subordinated Debentures due 2052 with the net proceeds from the offering of the New Equity Units. For more information, see “Summary—Recent Developments—Issuance of New Equity Units.”

(2)	On November 13, 2019, we issued 7,500,000 New Equity Units for an aggregate issue price of $750.0 million. For more information, see “Summary—Recent Developments—Issuance of New Equity Units.”

S-15

DESCRIPTION OF THE DEBENTURES

General

We will issue %Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due (the “debentures”). The debentures will be issued under a junior subordinated indenture, dated as of November 22, 2005 (the “Base Subordinated Indenture”), between us and HSBC Bank USA, National Association, as trustee (the “Trustee”), as supplemented by a sixth supplemental indenture, to be dated as of February , 2020, between us and the Trustee, establishing the terms of the debentures (the Base Subordinated Indenture, as so supplemented, the “Subordinated Indenture”). The following description of the particular terms of the debentures supplements the description of the general terms and provisions of the debt securities set forth in the accompanying prospectus.

The debentures:

•

will be our unsecured, subordinated debt securities;

•

will constitute a new series of debt securities under the Subordinated Indenture titled the %Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due ;

•

will initially be limited to $ aggregate principal amount;

•

will mature on , , subject to earlier redemption; and

•

will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Trustee will initially be appointed as paying agent, registrar and transfer agent with respect to the debentures.

As used in this “Description of the Debentures,” the terms “we,” “our” and “us” refer to Stanley Black & Decker, Inc., a Connecticut corporation, and do not, unless otherwise specified, include our subsidiaries.

Interest

General

The debentures will bear interest (i) from , 2020 to, but excluding, , 2025 (the “Par Call Date”) at the fixed rate of % per annum and (ii) from, and including, the Par Call Date, during each Reset Period, at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus % to be reset on each Reset Date. Interest on the debentures will be payable semi-annually in arrears on and of each year, commencing on , 2020, to holders of record on the immediately preceding and , respectively. Interest on the debentures will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from , 2020. We will pay or cause to be paid interest on the debentures until maturity or earlier redemption, subject to our right to defer interest payments on the debentures. Interest on the debentures will be computed on the basis of a360-day year comprising twelve30-day months. In this prospectus supplement, the term “interest” includes applicable interest on interest payments incurred but not paid on the applicable interest payment.

If any interest payment date falls on a day that is not a business day, the interest payment will be postponed until the next succeeding business day, and no interest on such payment will accrue for the period from and after such interest payment date to such next succeeding business day. Similarly, if the maturity date or a redemption date of the debentures falls on a day that is not a business day, the payment of interest, principal and premium, if any, may be made on the next succeeding business day, and no interest or premium on such payment will accrue for the period from and after the maturity date or the redemption date, as applicable, to such next succeeding business day. As used in this prospectus supplement, “business day” means any day that is not a Saturday, a Sunday, or a day on which banking institutions or trust companies in New York City are generally authorized or required by law or executive order to remain closed.

S-16

Unless we have validly redeemed all outstanding debentures on the Par Call Date, we will appoint a calculation agent with respect to the debentures prior to the Reset Interest Determination Date preceding the Par Call Date. The applicable interest rate for each Reset Period will be determined by the calculation agent, as of the applicable Reset Interest Determination Date. Promptly upon such determination, the calculation agent will notify us of the interest rate for the relevant Reset Period. We shall then promptly notify the Trustee and paying agent in writing of such interest rate. We or any of our affiliates may assume the duties of the calculation agent. The calculation agent’s determination of any interest rate and its calculation of the amount of interest for any Reset Period beginning on or after the Par Call Date will be conclusive and binding absent manifest error, may be made in the calculation agent’s sole discretion and, notwithstanding anything to the contrary in the documentation relating to the debentures, shall become effective without consent from any other party. Such determination of any interest rate and calculation of the amount of interest will be on file at our principal offices and will be made available to any holder of the debentures upon request.

As used herein:

“Five-Year Treasury Rate” means, as of any Reset Interest Determination Date, the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the most recent five business days appearing under the caption “Treasury Constant Maturities” in the most recent H.15.

If the Five-Year Treasury Rate cannot be determined pursuant to the method described above, the calculation agent, after consulting such sources as it deems comparable to any of the foregoing calculations, or any such source as it deems reasonable from which to estimate the Five-Year Treasury Rate, shall determine the Five-Year Treasury Rate in its sole discretion, provided that if the calculation agent determines there is an industry-accepted successor Five-Year Treasury Rate, then the calculation agent shall use such successor rate. If the calculation agent has determined a substitute or successor base rate in accordance with the foregoing, the calculation agent in its sole discretion may determine the business day convention, the definition of business day and the Reset Interest Determination Date to be used and any other relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate comparable to the Five-Year Treasury Rate, in a manner that is consistent with industry-accepted practices for such substitute or successor base rate.

“H.15” means the daily statistical release designated as such, or any successor publication as determined by the calculation agent in its sole discretion, published by the Board of Governors of the United States Federal Reserve System, and “most recent H.15” means the H.15 published closest in time but prior to the close of business on the Reset Interest Determination Date.

“Reset Date” means the Par Call Date and each date falling on the fifth anniversary of the preceding Reset Date.

“Reset Interest Determination Date” means, in respect of any Reset Period, the day falling two business days prior to the beginning of such Reset Period.

“Reset Period” means the period from and including the Par Call Date to, but excluding, the next following Reset Date and thereafter each period from and including each Reset Date to, but excluding, the next following Reset Date.

Record Dates

We shall pay or cause to be paid interest on the debentures to the persons in whose names the debentures are registered on the applicable record date. So long as all of the debentures are represented by one or more global certificates with beneficial interests in the debentures issued in book-entry form, the record date for each interest payment date will be the close of business on the business day immediately preceding the interest payment date.

S-17

If any of the debentures are no longer represented by a global certificate with beneficial interests in the debentures issued solely in book-entry form, the record date for each interest payment date will be the close of business on and (whether or not a business day), as the case may be, immediately preceding the interest payment date.

Further Issuances

We may from time to time, without notice to or consent of the holders of the debentures, issue additional debentures of the same tenor, coupon and other terms as the debentures (except for the issue date, issue price, interest accrued prior to the issue date of the additional debentures and first interest payment date), so that such debentures and the debentures offered hereby will form a single series with the same CUSIP number as the debentures offered hereby, provided that such additional debentures are fungible for U.S. federal income tax purposes with the debentures offered hereby. We refer to this additional issuance of debentures as a “further issuance.” Additional debentures that are not fungible with the debentures for U.S. federal income tax purposes may be issued under a different CUSIP.

Subordination

Our payment obligation under the debentures will be unsecured and will rank junior and be subordinated in right of payment to all of our Senior Indebtedness on the terms set forth in the Subordinated Indenture. No payment of the principal of, or premium, if any, or interest on the debentures may be made by us, if any of the following occurs:

•

a default by us on the payment of principal, premium, interest or any other payment due on any Senior Indebtedness so long as the default continues; or

•

the maturity of any Senior Indebtedness has been accelerated because of a default.

In addition, upon any distribution of our assets to creditors upon our dissolution orwinding-up or liquidation or reorganization or in bankruptcy, insolvency, receivership or other proceedings, all amounts due on our Senior Indebtedness shall be paid in full before any payment is made by us on account of the principal, premium, if any, or interest on the debentures.

“Senior Indebtedness” means all of our obligations, whether presently existing or from time to time hereafter incurred, created, assumed or existing, to pay principal, premium, interest, penalties, fees and any other payment in respect of any of the following:

(a)

indebtedness for borrowed money, including, without limitation, such obligations as are evidenced by credit agreements, notes, debentures, bonds and similar instruments;

(b)

obligations under synthetic leases, finance leases and capitalized leases;

(c)

obligations for reimbursement under letters of credit, banker’s acceptances, security purchase facilities or similar facilities issued for our account;

(d)

obligations with respect to derivative contracts, including but not limited to commodity contracts, interest rate, commodity and currency swap agreements, forward contracts and other similar agreements or arrangements designed to protect against fluctuations in commodity prices, currency exchange or interest rates; and

(e)

all obligations of others of the types referred to in clauses (a), (b), (c) and (d) above which we have assumed, guaranteed or otherwise become liable for, under any agreement, unless, in the case of any particular indebtedness or obligation, the instrument creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness or obligation is not superior in right of payment to or is equal in right of payment with the debentures, as the case may be; provided that trade obligations incurred in the ordinary course of business shall not be deemed to be Senior Indebtedness.

S-18

The debentures will not be obligations of, or guaranteed by, any of our subsidiaries. As a result, the debentures will also be structurally subordinated to all debt and other liabilities of our subsidiaries, which means that creditors and preferred stockholders of such subsidiaries will be paid from the assets of such subsidiaries before holders of the debentures would have any claims to those assets. As of September 28, 2019, our subsidiaries had approximately $6,791.3 million of total liabilities (excluding affiliate liabilities owed to Stanley Black & Decker, Inc.), including the principal amount of debt outstanding.

As of September 28, 2019, as adjusted to give effect to the issuance of the new notes in the concurrent offering (as defined in this prospectus supplement) and the application of the net proceeds therefrom, we would have had approximately $ million in outstanding Senior Indebtedness. As of September 28, 2019, as adjusted to give effect to the redemption on December 13, 2019 of all of the outstanding 5.75% Junior Subordinated Debentures due 2052, we had no outstanding indebtedness that ranks equal in right of payment with the debentures.

Optional Redemption

The debentures are redeemable at the times specified in this “—Optional Redemption,” as a whole or in part (equal to an integral multiple of $1,000; provided that no debenture shall be in a denomination less than $2,000), at our option, on at least 10 days’, and not more than 60 days’, prior notice mailed (or otherwise transmitted in accordance with procedures of The Depository Trust Company (“DTC”)) to the registered address of each holder of the debentures (except that notices of redemption may be mailed (or otherwise transmitted in accordance with DTC procedures) more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the debentures or a satisfaction and discharge of the Subordinated Indenture).

The debentures are redeemable at any time and from time to time. Except as otherwise specified in “—Optional Redemption Upon a Tax Event” and “—Optional Redemption Upon a Rating Agency Event,” the redemption price for the debentures to be redeemed on any redemption date other than the Par Call Date or any subsequent Reset Date will be equal to the greater of:

•

100% of the principal amount of the debentures to be redeemed; or

•

the sum of the present values of the remaining scheduled payments of interest and principal on the debentures to be redeemed (exclusive of interest accrued and unpaid to, but excluding, the redemption date and assuming the debentures called for redemption matured on the next succeeding Reset Date) discounted to the redemption date on a semi-annual basis, assuming a360-day year consisting of twelve30-day months, at the Treasury Rate (as defined below), plus basis points,

plus accrued and unpaid interest to, but excluding, the redemption date.

On the Par Call Date or any subsequent Reset Date, the debentures are redeemable at a redemption price equal to 100% of the principal amount of the debentures being redeemed, plus accrued and unpaid interest on the debentures to be redeemed to, but excluding, the redemption date.

S-19

The principal amount of a debenture remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. Once notice of redemption is mailed (or otherwise transmitted in accordance with DTC procedures), the debentures called for redemption will become due and payable on the redemption date and at the redemption price, plus accrued and unpaid interest to, but excluding, the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the debentures to be redeemed (assuming for this purpose that the debentures mature on the next succeeding Reset Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such debentures.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the arithmetic average, as determined by us, of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations; or (ii) if we obtain fewer than four such Reference Treasury Dealer Quotations, the arithmetic average, as determined by us, of all such quotations for such redemption date.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by us; provided, that if such Reference Treasury Dealer ceases to be a Primary Treasury Dealer (as defined below), we will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer” means each of BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (or one of their respective successors or affiliates upon written notification to us); provided, that if any of the foregoing dealers shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the arithmetic average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

On and after the redemption date for the debentures, interest will cease to accrue on the debentures or any portion thereof called for redemption, unless we default in the payment of the redemption price. On or before the redemption date for the debentures, we will deposit with a paying agent, or the Trustee, funds sufficient to pay the redemption price of and accrued and unpaid interest on such debentures to be redeemed on such date. If less than all of the debentures are to be redeemed, the debentures to be redeemed will be selected by the Trustee on a pro rata basis, by lot, or by any other method as the Trustee deems fair and appropriate.

Optional Redemption Upon a Tax Event

At any time and from time to time, the debentures are redeemable, in whole but not in part, at our option, on at least 10 days’, and not more than 60 days’, prior notice mailed (or otherwise transmitted in accordance with DTC procedures) to the registered address of each holder of the debentures, after the occurrence of a Tax Event (as defined below), at a redemption price equal to 100% of the principal amount of the debentures being redeemed, plus accrued and unpaid interest to, but excluding, the date fixed for redemption (the “Tax Event Redemption Date”).

S-20

A “Tax Event” occurs when we have received an opinion of nationally recognized counsel experienced in U.S. federal income tax matters that, as a result of:

•

any amendment to, clarification of, or change, including any announced prospective change, in the laws or treaties of the U.S. or any of its political subdivisions or taxing authorities, or any regulations under those laws or treaties;

•

an administrative action, which means any judicial decision or any official administrative pronouncement, ruling, regulatory procedure, notice or announcement including any notice or announcement of intent to issue or adopt any administrative pronouncement, ruling, regulatory procedure or regulation;

•

any amendment to, clarification of, or change in the official position or the interpretation of any administrative action or judicial decision or any interpretation or pronouncement that provides for a position with respect to an administrative action or judicial decision that differs from the previously generally accepted position, in each case by any legislative body, court, governmental authority or regulatory body, regardless of the time or manner in which that amendment, clarification or change is introduced or made known; or

•

a threatened challenge asserted in writing in connection with an audit of us or any of our subsidiaries, or a publicly-known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the debentures,

which amendment, clarification, or change is effective or the administrative action is taken or judicial decision, interpretation or pronouncement is issued or threatened challenge is asserted or becomes publicly-known after the date of this prospectus supplement, there is more than an insubstantial risk that interest payable by us on the debentures is not deductible, or within 90 days would not be deductible, in whole or in part, by us for U.S. federal income tax purposes.

On and after a Tax Event Redemption Date, interest will cease to accrue on the debentures, unless we default in the payment of the redemption price. On or before the Tax Event Redemption Date, we will deposit with a paying agent, or the Trustee, funds sufficient to pay the redemption price.

Optional Redemption Upon a Rating Agency Event

At any time and from time to time, the debentures are redeemable, in whole but not in part, at our option, on at least 10 days’, and not more than 60 days’, prior notice mailed (or otherwise transmitted in accordance with DTC procedures) to the registered address of each holder of the debentures, within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of a Rating Agency Event or, in the absence of any such review or appeal process, within 120 days of such Rating Agency Event, at a redemption price equal to 102% of the principal amount of the debentures being redeemed, plus accrued and unpaid interest to, but excluding, such redemption date.

As used in this prospectus supplement, a “Rating Agency Event” has occurred if any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Exchange Act, that then publishes a rating for us (a “rating agency”) amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the debentures, which amendment, clarification or change results in (1) the shortening of the length of time the debentures are assigned a particular level of equity credit by that rating agency as compared to the length of time they would have been assigned that level of equity credit by that rating agency or its predecessor on the initial issuance of the debentures; or (2) the lowering of the equity credit (including up to a lesser amount) assigned to the debentures by that rating agency as compared to the equity credit assigned by that rating agency or its predecessor on the initial issuance of the debentures.

S-21

Option to Defer Interest Payments

So long as there is no event of default under the Subordinated Indenture, we may defer interest payments on the debentures, from time to time, for one or more interest periods (each, an “Optional Deferral Period”), up to five consecutive years per Optional Deferral Period. However, a deferral of interest payments cannot extend beyond the maturity date of the debentures. During an Optional Deferral Period, interest will continue to accrue on the debentures, compounded semi-annually, and deferred interest payments will accrue additional interest at a rate equal to the then-applicable interest rate on the debentures, to the extent permitted by applicable law. No interest will be due and payable on the debentures until the end of the Optional Deferral Period except upon a redemption of the debentures during the Optional Deferral Period.

An Optional Deferral Period shall be deemed to have commenced on an interest payment date on which we have not paid the full amount of accrued interest then due. We may pay at any time all or any portion of the interest accrued to that point during an Optional Deferral Period. At the end of the Optional Deferral Period or on any redemption date, we will be obligated to pay all accrued and unpaid interest.

Once all accrued and unpaid interest on the debentures has been paid, we can again defer interest payments on the debentures as described above, provided that an Optional Deferral Period cannot extend beyond the maturity date of the debentures.

If we defer interest for a period of five consecutive years from the commencement of an Optional Deferral Period, we will be required to pay all accrued and unpaid interest at the conclusion of the five-year period. If we fail to pay in full all accrued and unpaid interest at the conclusion of the five-year period and such failure continues for 30 days, an event of default that gives rise to acceleration of principal and interest on the debentures will occur under the Subordinated Indenture. See “—Events of Default.”

During any Optional Deferral Period, we will not, and will cause our majority-owned subsidiaries not to, do any of the following:

•

declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock;

•

make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any of our indebtedness that ranks equal in right of payment with, or junior in interest to, the debentures;

•

make any payment under any purchase contract or similar agreement providing for the issuance by us of capital stock on a forward basis (including the purchase contract and pledge agreements entered into by us in connection with our equity units issued in 2017 (the “2017 Equity Units”) and the New Equity Units (as defined in this prospectus supplement), respectively; or

•

make any guarantee payments regarding any guarantee by us of indebtedness of any other party if the guarantee ranks equal in right of payment with, or junior in interest to, the debentures.

The restrictions listed above do not apply to:

•

payments on indebtedness or preferred stock issued in connection with an Equity Unit Transaction to the extent that we are not permitted to defer such payments or we cannot settle any related purchase contracts or successfully remarket such indebtedness or preferred stock if we fail to make such payments; provided, that to the extent that we are allowed to satisfy our obligations to make such payments through the issue of deferral or other similarpay-in-kind securities that rank equal in right of payment with, or junior to, the debentures, we will do so; provided further, that we will be permitted to make any required payments on such deferral or similarpay-in-kind securities that rank equal in right of payment with, or junior to, the debentures to the extent required pursuant to the terms thereof;

•

payments under any purchase contract or similar agreement providing for the issuance by us of capital stock on a forward basis (including the purchase contract and pledge agreements entered into by us in

S-22

connection with the 2017 Equity Units and the New Equity Units, respectively) to the extent that we are not permitted to defer such payments or we cannot settle such purchase contracts or successfully remarket the related securities if we fail to make such payments;

•

any dividend or other distribution on our capital stock in capital stock, or warrants, options or rights to acquire our capital stock, other than any indebtedness convertible into our capital stock;

•

any exchange, redemption or conversion of any class or series of our capital stock for any other class or series of our capital stock;

•

any exchange, redemption, repayment, repurchase or conversion of any of our indebtedness that ranks equal in right of payment with the debentures for (i) any class or series of our capital stock, (ii) warrants, options or rights to acquire our capital stock, other than any convertible debt, or (iii) evidences of indebtedness or other obligations of ours that rank equal in right of payment with, or junior to, the debentures, including any such indebtedness convertible into our capital stock;

•

any exchange, redemption, repayment, repurchase or conversion of any of our indebtedness that ranks junior in right of payment with the debentures for (i) any class or series of our capital stock, (ii) warrants, options or rights to acquire our capital stock, other than any convertible debt, or (iii) evidences of indebtedness or other obligations of ours that rank junior in right of payment to the debentures, including any such indebtedness convertible into our capital stock;

•

any purchase of, or payment in cash in lieu of, fractional interests in shares of our capital stock (i) issued by us in connection with a bona fide acquisition of a business or (ii) issued by us pursuant to the conversion or exchange provisions of our capital stock or our securities convertible into or exchangeable for our capital stock;

•

repurchases, redemptions or other acquisitions of shares of our capital stock or capital stock rights contractually required by any employment contract, benefit plan or other similar arrangement with or for the benefit of our employees, officers, directors or consultants or those of our majority owned subsidiaries; and

•

any declaration of a dividend on our capital stock in connection with the implementation of a shareholders rights plan designed to protect us against unsolicited offers to acquire our capital stock, or the issuance of our capital stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto.

“Equity Unit Transaction” means an offering of units by us consisting of a debt or preferred equity security issued by us and a purchase contract or similar agreement with us providing for the issuance of our capital stock in which the holder of the purchase contract is obligated to purchase our capital stock on a forward basis and the obligation to pay the purchase price for the capital stock is secured by the proceeds derived from a remarketing of the debt or preferred equity security and is backstopped by the right to put such security to us for the purchase price, or any similar offering of units or similar transaction designed to secure equity credit from one or more nationally recognized rating agencies.

Events of Default

An “event of default” with respect to the debentures will occur if:

•

we do not pay any interest on any debenture within 30 calendar days following the end of the applicable Optional Deferral Period;

•

we do not pay principal on any debenture on its due date; or

•

we file for bankruptcy or certain other similar events in bankruptcy, insolvency, receivership or reorganization occur.

S-23

If an event of default shall occur and be continuing with respect to the debentures, either the Trustee or the holders of at least 25% in principal amount of the debentures then outstanding may declare the entire principal amount of all debentures then outstanding to be due and payable.

The Subordinated Indenture will provide that the Trustee shall, within 90 days after the occurrence of default, give the holders of the debentures notice of such default known to it; provided, that, except in the case of default in the payment of principal of, or premium, if any, or interest, if any, on, any of the debentures, the Trustee shall be protected in withholding such notice if it in good faith determines the withholding of such notice is in the interest of the holders of the debentures.

No holder of debentures shall have any right to institute any judicial or other proceeding with respect to the Subordinated Indenture, or for the appointment of a receiver or trustee, or for any other remedy unless:

•

an event of default shall have occurred and be continuing and such holder shall have given the Trustee prior written notice of such continuing event of default;

•

the holders of not less than 25% of the outstanding principal amount of debentures shall have requested the Trustee to institute proceedings in respect of such event of default;

•

under the Subordinated Indenture, the Trustee shall have been offered indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

•

the Trustee shall have failed to institute proceedings 60 days after the receipt of such notice, request and offer of indemnity; and

•

no direction inconsistent with such written request shall have been given for 60 days by the holders of a majority in principal amount of the debentures then outstanding.

The holders of a majority in principal amount of the debentures outstanding will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the debentures or exercising any trust or power conferred to the Trustee, and to waive certain defaults. The Subordinated Indenture will provide that in case an event of default shall occur and be continuing, the Trustee shall exercise such of its rights and powers under the Subordinated Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Subordinated Indenture at the request of any of the holders of the debentures unless they shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request.

Agreement by Holders to Treat Debentures as Indebtedness for Tax Purposes

Each holder of the debentures will, by accepting the debentures or a beneficial interest therein, be deemed to have agreed that the holder intends that the debentures constitute indebtedness and will treat the debentures as indebtedness for all U.S. federal, state and local tax purposes.

Discharge, Defeasance and Covenant Defeasance

At our option and at any time, we may discharge or defease our obligations under the Subordinated Indenture as set forth below.

We may discharge certain obligations to holders of the debentures which have not already been delivered to the Trustee for cancellation and which have either become due and payable or are by their terms due and payable

S-24

within one year (or scheduled for redemption within one year) by irrevocably depositing with the Trustee funds or government obligations denominated in U.S. dollars in an amount sufficient to pay the entire indebtedness on the debentures with respect to principal (and premium, if any) and interest to the date of such deposit (if the debentures have become due and payable) or to the maturity thereof or the redemption date of the debentures, as the case may be.

We may elect either (i) to defease and be discharged from any and all obligations with respect to the debentures (except for, among other things, obligations to register the transfer or exchange of the debentures, to replace temporary or mutilated, destroyed, lost or stolen debentures, to maintain an office or agency with respect to the debentures and to hold moneys for payment in trust) (“defeasance”); or (ii) to be released from our obligations with respect to certain covenants applicable to the debentures and any omission to comply with such obligations shall not constitute an event of default with respect to the debentures (“covenant defeasance”), upon the deposit with the Trustee, in trust for such purpose, of money and/or government obligations which through the payment of principal and interest in accordance with their terms will provide money in an amount sufficient, without reinvestment, in the opinion of an independent firm of certified public accountants, to pay the principal of, and premium, if any, and interest, if any, on, such debentures to maturity. As a condition to defeasance or covenant defeasance, we must deliver to the Trustee an opinion of counsel to the effect that the holders of such debentures will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such opinion of counsel, in the case of defeasance under clause (i) above, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the issuance of the debentures. In addition, in the case of either defeasance or covenant defeasance, we must deliver to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with.

We may exercise our defeasance option with respect to such debentures notwithstanding our prior exercise of our covenant defeasance option.

Amendment, Supplement and Waiver

Amendment or supplement of the Subordinated Indenture with respect to the debentures may be made by us and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the debentures then outstanding; provided, however, that no such amendment or supplement may, without the consent of the holder of each outstanding debenture affected thereby:

•

change the stated maturity of the principal of, or any premium or installment of interest on, the debentures;

•

reduce the principal amount of, or the rate of interest on, or any premium payable upon the redemption of, the debentures;

•

reduce the amount of the principal of the debentures that would be due and payable upon a declaration of acceleration of the maturity thereof or the amount thereof provable in bankruptcy;

•

change the currency in which the principal of, or premium, if any, or interest, if any, on, the debentures is payable;

•

impair the right to institute suit for the enforcement of any payment on or after the stated maturity of the debentures;

•

reduce the percentage in principal amount of the debentures whose holders are required for quorum or must consent to an amendment, supplement or waiver;

•

modify any of the provisions in the Subordinated Indenture regarding the waiver of existing defaults or the rights of the holders of the debentures to receive payments of the principal of, or premium, if any,

S-25

or interest, if any, on, the debentures, except to increase any percentage vote required or to provide that certain other provisions of the Subordinated Indenture cannot be modified or waived without the consent of the holder of each debenture affected thereby; or

•

modify any of the above provisions.

The holders of at least a majority in aggregate principal amount of the debentures then outstanding may, on behalf of the holders of all debentures then outstanding, waive our compliance with certain restrictive provisions of the Subordinated Indenture. The holders of not less than a majority in aggregate principal amount of the debentures then outstanding may, on behalf of the holders of all debentures then outstanding, waive any existing default or event of default and its consequences under the Subordinated Indenture with respect to the debentures, except:

•

a continuing default or event of default in the payment of principal of, or premium, if any, or interest, if any, on, the debentures (with the exception of a rescission of acceleration of the debentures by the holders of at least a majority in aggregate principal amount of the debentures then outstanding and a waiver of the payment default that resulted from such acceleration); or

•

waive a redemption payment with respect to any debenture.

Under the Subordinated Indenture, we will be required to furnish the Trustee annually a statement as to performance by us of certain of our obligations under the Subordinated Indenture and as to any default in such performance. We will also be required to deliver to the Trustee, promptly after occurrence thereof, written notice of any event of default or any event which after notice or lapse of time or both would constitute an event of default.

Notwithstanding the preceding, without the consent of any holder of the debentures, we and the Trustee may amend or supplement the Subordinated Indenture or the applicable debentures:

•

to evidence the succession of another person to us, and the assumption by any such successor of our covenants, in the case of a merger or consolidation or sale of all or substantially all of our assets, as applicable;

•

to make any change that would provide any additional rights or benefits to the holders of the debentures or to surrender any right or power conferred upon us;

•

to change or eliminate any restrictions on the payment of principal of, or premium, if any, or interest, if any, on, the debentures, to permit bearer securities to be issued in exchange for the debentures, or to permit or facilitate the issuance of debentures in uncertificated form (in addition to, or in place of, certificated debentures); provided, that any such action shall not adversely affect the legal rights of the holders of the debentures in any material respect;

•

to provide for further issuances in accordance with the limitations set forth in the Subordinated Indenture;

•

to evidence and provide for the acceptance of appointment by a successor trustee or to amend or supplement the Subordinated Indenture as shall be necessary to provide for, or facilitate, the administration of the trusts under the Subordinated Indenture by more than one trustee;

•

to cure any ambiguity, defect or inconsistency;

•

to conform the text of the Subordinated Indenture or the debentures to any provision of this “Description of the Debentures” to the extent that such provision in this “Description of the Debentures” was intended to be a verbatim recitation of a provision of the Subordinated Indenture or the debentures, which intent may be evidenced by an officers’ certificate to that effect;

•

to add any additional events of default with respect to the debentures;

S-26

•

to amend or supplement the Subordinated Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of the debentures in compliance with the Subordinated Indenture;

•

to comply with the procedures of DTC, the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”);

•

to secure the debentures (or to release such security as permitted by the Subordinated Indenture and the applicable security documents);

•

to allow a person to guarantee our obligations under the Subordinated Indenture and the debentures by executing a supplemental indenture (or to release any guarantor from such guarantee as provided or permitted by the terms of the Subordinated Indenture and such guarantee); and

•

to amend or supplement the Subordinated Indenture; provided, that no such amendment or supplement shall adversely affect the legal rights of the holders of the debentures in any material respect.

Depositary Sole Record Holder and Owner of Debentures

As long as the depositary or its nominee is the registered owner of the global security certificates, the depositary or its nominee, as the case may be, will be considered the sole owner and holder of the global security certificates and all debentures represented by these certificates for all purposes under the Subordinated Indenture. Nothing in the Base Subordinated Indenture or the Supplemental Indenture will confer upon or give any person other than us, the Trustee, our and its successors, and the person or persons in whose names the debenture certificates are registered in the security register for the debentures, any benefit, right, remedy or claim under the debentures, the Base Subordinated Indenture or the Supplemental Indenture.

Book-Entry System

DTC, which we refer to along with its successors in this capacity as the depositary, will act as securities depositary for the debentures. The debentures will be issued as fully registered securities registered in the name of Cede & Co., the depositary’s nominee. One or more fully registered global security certificates, representing the total aggregate principal amount of the debentures, will be issued and will be deposited with the depositary or its custodian and will bear a legend regarding the restrictions on exchanges and registration of transfer referred to below.

The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. These laws may impair the ability to transfer beneficial interests in the debentures so long as the debentures are represented by global security certificates.

Investors may elect to hold interests in the debentures through either DTC in the U.S. or Clearstream or Euroclear, in Europe if they are participants of such systems, or indirectly through organizations which are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in the depositaries’ names on the books of DTC.

DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (“Direct Participants”) deposit with DTC and facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts, thereby eliminating the

S-27

need for physical movement of securities certificates. Direct Participants include both U.S. andnon-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. andnon-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The DTC rules applicable to its Participants are on file with the SEC.

Clearstream has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a registered bank in Luxembourg, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Distributions with respect to interests in the debentures held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures.

Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. (“Euroclear Operator”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of Euroclear, and applicable Belgian law, which we refer to collectively as the Terms and Conditions. The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no records of or relationship with persons holding through Euroclear Participants.

Distributions with respect to the debentures held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions.

We will issue the debentures in definitive certificated form if the depositary notifies us that it is unwilling or unable to continue as depositary or the depositary ceases to be a clearing agency registered under the Exchange

S-28

Act, and a successor depositary is not appointed by us within 90 days. In addition, beneficial interests in a global security certificate may be exchanged for definitive certificated debentures upon request by or on behalf of the depositary in accordance with customary procedures following the request of a beneficial owner seeking to exercise or enforce its rights under such debentures. If we determine at any time that the debentures shall no longer be represented by global security certificates, we will inform the depositary of such determination who will, in turn, notify participants of their right to withdraw their beneficial interest from the global security certificates, and if such participants elect to withdraw their beneficial interests, we will issue certificates in definitive form in exchange for such beneficial interests in the global security certificates. Any global security, or portion thereof, that is exchangeable pursuant to this paragraph will be exchangeable for security certificates, as the case may be, registered in the names directed by the depositary. We expect that these instructions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the global security certificates.

•

will not be entitled to have the debentures represented by these global security certificates registered in their names, and

•

will not be considered to be owners or holders of the global security certificates or any debentures represented by these certificates for any purpose under the debentures or the Subordinated Indenture.

All payments on the debentures represented by global security certificates and all transfers and deliveries of related debentures will be made to the depositary or its nominee, as the case may be, as the holder of such securities.

Ownership of beneficial interests in the global security certificates will be limited to participants or persons that may hold beneficial interests through institutions that have accounts with the depositary or its nominee. Ownership of beneficial interests in global security certificates will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the depositary or its nominee, with respect to participants’ interests, or any participant, with respect to interests of persons held by the participant on their behalf. Payments, transfers, deliveries, exchanges and other matters relating to beneficial interests in global security certificates may be subject to various policies and procedures adopted by the depositary from time to time. Neither we nor the Trustee will have any responsibility or liability for any aspect of the depositary’s or any participant’s records relating to, or for payments made on account of, beneficial interests in global security certificates, or for maintaining, supervising or reviewing any of the depositary’s records or any participant’s records relating to these beneficial ownership interests.

Although the depositary has agreed to the foregoing procedures in order to facilitate transfers of interests in the global security certificates among participants, the depositary is under no obligation to perform or continue to perform these procedures, and these procedures may be discontinued at any time. We will not have any responsibility for the performance by the depositary or its direct participants or indirect participants under the rules and procedures governing the depositary.

The information in this section concerning the depositary, its book-entry system, Clearstream and Euroclear has been obtained from sources that we believe to be reliable, but we have not attempted to verify the accuracy of this information.

Global Clearance and Settlement Procedures

Initial settlement for the debentures will be made in immediately available funds. Secondary market trading between DTC Participants will occur in the ordinary way in accordance with DTC rules and will be settled in

S-29

immediately available funds using DTC’sSame-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear, as applicable.

Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected through DTC in accordance with DTC rules; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time).

Because of time-zone differences, credits of the debentures received in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such debentures settled during such processing will be reported to the relevant Euroclear Participant or Clearstream Participant on such business day. Cash received in Clearstream or Euroclear as a result of sales of the debentures by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of debentures among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued or changed at any time.

S-30

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of the debentures. This discussion applies to U.S. Holders (as defined below) andNon-U.S. Holders (as defined below) that acquire the debentures pursuant to this offering at the initial offering price. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations and judicial decisions and administrative interpretations thereof, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion is limited to investors that hold the debentures as capital assets for U.S. federal income tax purposes. Furthermore, this discussion does not address all aspects of U.S. federal income taxation that may be applicable to investors in light of their particular circumstances, or to investors subject to special treatment under U.S. federal income tax law, such as financial institutions, insurance companies,tax-exempt organizations, entities that are treated as partnerships for U.S. federal income tax purposes, dealers in securities or currencies, expatriates, persons deemed to sell the debentures under the constructive sale provisions of the Code and persons that hold the debentures as part of a straddle, hedge, conversion transaction or other integrated investment. Furthermore, this discussion does not address considerations relating to the alternative minimum tax, the Medicare tax, any U.S. federal estate or gift tax consequences or any state, local or foreign tax consequences. Prospective investors should consult their tax advisors regarding the U.S. federal, state, local and foreign income and other tax consequences of the purchase, ownership and disposition of the debentures. No assurance can be given that the Internal Revenue Service (the “IRS”) would not assert, or that a court would not sustain, a position contrary to any of those set forth below.

This discussion is not intended to be tax advice. Potential investors should consult their tax advisors as to the particular U.S. federal income tax consequences to them of acquiring, owning and disposing of the debentures, as well as the effects of other U.S. federal tax laws or state, local andnon-U.S. tax laws.

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of a debenture other than a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes that is, for U.S. federal income tax purposes:

(i)

an individual who is a citizen or resident of the United States,

(ii)

a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, that is created or organized under the laws of the United States, any of the States or the District of Columbia,

(iii)

an estate the income of which is subject to U.S. federal income taxation regardless of its source, or

(iv)

a trust (A) if a court within the United States is able to exercise primary control over its administration and one or more U.S. persons have the authority to control all substantial decisions of such trust or (B) that has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes.

For purposes of this summary, the term“Non-U.S. Holder” means a beneficial owner of a debenture other than a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes who is not a U.S. Holder.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) owns the debentures, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partners in a partnership that owns the debentures should consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them.

Classification and Treatment of the Debentures

The determination of whether a security should be classified as indebtedness or equity for U.S. federal income tax purposes requires a judgment based on all relevant facts and circumstances. There is no statutory,

S-31

judicial or administrative authority that directly addresses the U.S. federal income tax treatment of securities substantially similar to the debentures. In connection with the issuance of the debentures, Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to the Company, will render its opinion generally to the effect that under then current law and assuming full compliance with the terms of the indenture and other relevant documents, and based on the facts, representations and assumptions contained in such opinion, the debentures will be classified for U.S. federal income tax purposes as indebtedness of the Company. This opinion is not binding on the IRS or any court and there can be no assurance that the IRS or a court will agree with this opinion. The remainder of this discussion assumes that the classification of the debentures as indebtedness will be respected for U.S. federal income tax purposes.

The debentures will be treated as “variable rate debt instruments” for U.S. federal income tax purposes. Based on the application of the Treasury Regulations applicable to variable rate debt instruments and the expected pricing terms of the debentures, we do not expect the debentures to be treated as issued with original issue discount (“OID”) for U.S. federal income tax purposes. Except as otherwise described below, the remaining discussion assumes this treatment. If the notes were treated as issued with OID, the timing and amount of the income inclusion may vary.

U.S. Holders

Interest Income and Original Issue Discount

Under applicable Treasury Regulations, a “remote” contingency that stated interest will not be timely paid will be ignored in determining whether a debt instrument is issued with OID. The Company believes that the likelihood of its exercising its option to defer payments is remote within the meaning of the Treasury Regulations. Based on the foregoing, the Company believes that, although the matter is not free from doubt, the debentures will not be considered to be issued with OID at the time of their original issuance. Accordingly, each U.S. Holder of debentures should include in gross income such U.S. Holder’s interest on the debentures in accordance with such U.S. Holder’s method of tax accounting.

Under the applicable Treasury Regulations, if the option to defer any payment of interest was determined not to be remote, or if the Company exercised such option, the debentures would be treated as issued with OID at the time of issuance or at the time of such exercise, as the case may be. In such event, all stated interest on the debentures would thereafter be treated as OID, which would accrue and be included in a U.S. Holder’s taxable income on an economic accrual basis without regard to the timing of the receipt of cash and regardless of such U.S. Holder’s method of tax accounting. Actual payments of stated interest would not be reported as taxable income. Consequently, a U.S. Holder of debentures would be required to include OID in gross income even if the Company does not make any actual cash payments during an Optional Deferral Period.

No rulings or other interpretations have been issued by the IRS which have addressed the meaning of the term remote as used in the applicable Treasury Regulations, and it is possible that the IRS could take a position contrary to the interpretation in this prospectus supplement.

Sales or Other Taxable Dispositions of the Debentures

Upon a sale, exchange, redemption or retirement of the debentures, a U.S. Holder will generally recognize gain or loss equal to the difference between its adjusted tax basis in the debentures and the amount realized on the sale, exchange, redemption or retirement of such debentures. Assuming that the Company does not exercise its option to defer payments of interest on the debentures, a U.S. Holder’s adjusted tax basis in the debentures will generally be its initial purchase price. If the debentures are deemed to be issued or reissued with OID, a U.S. Holder’s adjusted tax basis in the debentures will generally be the initial purchase price, increased by the OID previously includible in such U.S. Holder’s gross income up to the date of disposition and decreased by payments received on the debentures since and including the date that the debentures were deemed to be issued with OID. Such gain or loss will generally be capital gain or loss, except to the extent of any accrued interest relating to such U.S. Holder’s debentures required to be included in income, and generally will be a long-term capital gain

S-32

or loss if such U.S. Holder has held the debentures for more than one year prior to the sale, exchange, redemption or retirement.

Should the Company exercise its option to defer payments of interest on the debentures, the debentures may trade at a price that does not fully reflect the accrued but unpaid interest. In the event of such a deferral, a U.S. Holder that disposes of its debentures between record dates for payments of interest will be required to include OID accrued to the date of disposition in taxable income and to add such amount to its adjusted tax basis in its debentures. To the extent the selling price is less than the U.S. Holder’s adjusted tax basis, such U.S. Holder will recognize a capital loss. Capital losses generally cannot be applied to offset ordinary income for U.S. federal income tax purposes.

Non-U.S. Holders

Interest

ANon-U.S. Holder will generally not be subject to U.S. federal income or withholding tax on payments of interest on the debentures provided that (i) such interest is not effectively connected with theNon-U.S. Holder’s conduct of a trade or business within the United States (or, if certain tax treaties apply and such interest is effectively connected with theNon-U.S. Holder’s conduct of a trade or business within the United States, such interest is not attributable to a permanent establishment maintained by theNon-U.S. Holder in the United States) and (ii) theNon-U.S. Holder (A) does not actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock, (B) is not a controlled foreign corporation related to us directly, indirectly or constructively through stock ownership and (C) satisfies certain certification requirements. Such certification requirements will be satisfied if (x) theNon-U.S. Holder provides its name and address, and certifies on IRS FormW-8BEN orW-8BEN-E (or a substantially similar form), under penalties of perjury, that it is not a U.S. person and that no withholding is required pursuant to FATCA (discussed below) or (y) a securities clearing organization or other eligible financial institution holding the debenture on behalf of theNon-U.S. Holder certifies on IRS FormW-8IMY, under penalties of perjury, that it has received the required certification from theNon-U.S. Holder and furnishes the withholding agent with a copy thereof. In addition, the withholding agent must not have actual knowledge or reason to know that the beneficial owner of the debenture is a U.S. person.

If interest on the debentures is not effectively connected with the conduct of a trade or business in the United States by aNon-U.S. Holder, but suchNon-U.S. Holder cannot satisfy the other requirements outlined above, interest on the debentures will generally be subject to U.S. withholding tax at a 30% rate (or a lower applicable treaty rate).

If interest on the debentures is effectively connected with theNon-U.S. Holder’s conduct of a trade or business within the United States, and, if certain tax treaties apply, is attributable to a permanent establishment maintained by theNon-U.S. Holder within the United States, then theNon-U.S. Holder will generally be subject to U.S. federal income tax on such interest in the same manner as if such holder were a U.S. person and, in the case of aNon-U.S. Holder that is a foreign corporation, may also be subject to an additional branch profits tax at a rate of 30% (or a lower applicable treaty rate). However, any such interest will not also be subject to withholding tax if theNon-U.S. Holder delivers a properly executed IRS FormW-8ECI in order to claim an exemption from withholding tax.

Non-U.S. Holders should consult their tax advisors regarding any applicable income tax treaties that may provide for a lower rate of withholding tax, exemption from or reduction of branch profits tax, or other rules different from those described above.

References to interest in this subsection shall include OID, if any, triggered if the option to defer any payments of interests was determined not to be remote or if the Company exercised such option.

S-33

Disposition of the Debentures

ANon-U.S. Holder will generally not be subject to U.S. federal withholding tax with respect to gain recognized on the sale, exchange, retirement or other disposition of the debentures. ANon-U.S. Holder will also generally not be subject to U.S. federal income tax with respect to such gain unless (i) the gain is effectively connected with the conduct of a trade or business by theNon-U.S. Holder within the United States and, if certain tax treaties apply, is attributable to a permanent establishment maintained by theNon-U.S. Holder within the United States or (ii) in the case of aNon-U.S. Holder that is a nonresident alien individual, such holder is present in the United States for 183 or more days in the taxable year and certain other conditions are satisfied. In the case described above in (i), gain or loss recognized on the disposition of such debentures will generally be subject to U.S. federal income taxation in the same manner as if such gain or loss were recognized by a U.S. person, and, in the case of aNon-U.S. Holder that is a foreign corporation, may also be subject to an additional branch profits tax at a rate of 30% (or a lower applicable treaty rate). In the case described above in (ii), theNon-U.S. Holder will generally be subject to 30% tax (or lower applicable treaty rate) on any capital gain recognized on the disposition of the debentures, which may be offset by certain U.S.-source capital losses. Proceeds from the disposition of a debenture that are attributable to accrued but unpaid interest (including OID, if any) generally will be subject to, or exempt from, tax to the same extent as described above with respect to interest paid on a debenture.

FATCA

Under the Foreign Account Tax Compliance Act and the regulations and administrative guidance promulgated thereunder (“FATCA”), withholding at a rate of 30% will generally be required in certain circumstances on interest (including OID, if any) payments in respect of debentures held by or through certain foreign financial institutions (including investment funds), unless such institution otherwise qualifies for an exemption or (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certainnon-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the U.S. and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country, or other guidance, may modify these requirements. Similarly, in certain circumstances, interest payments (including OID, if any) in respect of debentures held by an investor that is anon-financialnon-U.S. entity that does not qualify under certain exemptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of the Treasury. Accordingly, the entity through which the debentures are held will affect the determination of whether withholding under the rules described in this paragraph is required. We will not pay any additional amounts toNon-U.S. Holders in respect of any amounts withheld. Prospective investors should consult their tax advisors regarding the possible implications of these rules on their investment in the debentures.

Information Reporting and Backup Withholding

ANon-U.S. Holder will generally be required to comply with certain certification procedures in order to establish that such holder is not a U.S. person in order to avoid backup withholding with respect to payments of principal and interest on or the proceeds of a disposition of the debentures. In addition, the amount of any interest paid to aNon-U.S. Holder and the amount of tax, if any, withheld with respect to such interest must be reported annually to the IRS and to suchNon-U.S. Holder. Copies of the information returns reporting such interest payments and the amount of any tax withheld may also be made available to the tax authorities in the country in which aNon-U.S. Holder resides under the provisions of an applicable income tax treaty. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against aNon-U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely provided to the IRS.Non-U.S. Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such an exemption.

S-34

UNDERWRITING

We and the underwriters named below for whom BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as representatives, have entered into an underwriting agreement with respect to the debentures. Subject to certain conditions, each underwriter has severally, and not jointly, agreed to purchase the principal amount of debentures indicated in the following table.


Underwriters		Principal Amount of Debentures
BofA Securities, Inc.		$
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC

Total		$

The underwriters are committed to take and pay for all of the debentures being offered, if any are taken.

Debentures sold by the underwriters to the public will initially be offered at the applicable public offering price set forth on the cover of this prospectus supplement. Any debentures sold by the underwriters to securities dealers may be sold at a discount from the public offering price of up to % of the principal amount of debentures. Any such securities dealers may resell any debentures purchased from the underwriters to certain other brokers or dealers at a discount from the public offering price of up to % of the principal amount of debentures. If all debentures are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The offering of the debentures by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The debentures are a new issue of securities with no established trading market. We have been advised by the underwriters that the underwriters intend to make a market in the debentures but are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the debentures.

In connection with this offering, the underwriters may purchase and sell the debentures in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales in excess of the number of debentures to be purchased by the underwriters in this offering, which creates a syndicate short position. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the debentures while the offering is in progress.

The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the underwriters, in covering short positions or making stabilizing purchases, repurchase debentures originally sold by that syndicate member.

These activities by the underwriters, as well as other purchases by the underwriters for their own accounts, may stabilize, maintain or otherwise affect the market price of the debentures. As a result, the price of the debentures may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in theover-the-counter market or otherwise.

We estimate that the total expenses of the offering, excluding the underwriting discount, will be approximately $ and will be payable by us.

S-35

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the issuer, for which they received or will receive customary fees and expenses. In addition, certain of the underwriters and their respective affiliates are lenders, and in some cases agents for the lenders, under our credit facilities.

Additionally, in the ordinary course of their various business activities, the underwriters and their respective affiliates have made or held, and may in the future make or hold, a broad array of investments including serving as counterparties to certain derivative and hedging arrangements, and may have actively traded, and, in the future may actively trade, debt and equity securities (or related derivative securities), and financial instruments (including bank loans) for their own account and for the accounts of their customers and may have in the past and at any time in the future hold long and short positions in such securities and instruments. Such investment and securities activities may have involved, and in the future may involve, our securities and instruments. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the debentures offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the debentures offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

T+ Settlement

We expect that delivery of the debentures will be made against payment therefor on or about the business day following the date of pricing of the debentures (this settlement cycle being referred to as “T+ ”). Accordingly, purchasers who wish to trade the debentures on the date of pricing or the next succeeding business days will be required, by virtue of the fact that the debentures initially will settle in T+ , to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the debentures who wish to trade their debentures on the date of pricing or the next succeeding business days should consult their own advisor.

Selling Restrictions

European Economic Area

Prohibition of Sales to EEA and UK Retail Investors

The debentures are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) and the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation 17/1129/EU (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the debentures or otherwise making them available to

S-36

retail investors in the EEA or the UK has been prepared and therefore offering or selling the debentures or otherwise making them available to any retail investor in the EEA and the UK may be unlawful under the PRIIPs Regulation. This prospectus supplement has been prepared on the basis that any offer of debentures in any member state of the EEA and the UK will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of debentures. This prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation.

United Kingdom

Each underwriter has represented and agreed that:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000, as amended, “FSMA”) received by it in connection with the issue or sale of any debentures in circumstances in which section 21(1) of the FSMA does not apply to Stanley Black & Decker, Inc.; and

(b)

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any debentures in, from or otherwise involving the United Kingdom.

Switzerland

The debentures may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the “SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This prospectus supplement has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus supplement nor any other offering or marketing material relating to the debentures or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus supplement nor any other offering or marketing material relating to the offering, the issuer, or the debentures have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus supplement will not be filed with, and the offer of debentures will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of debentures has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (the “CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the debentures.

Hong Kong

The debentures may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the debentures may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to debentures which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

S-37

Japan

The debentures have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA, and each underwriter has agreed that it will not offer or sell any debentures, directly or indirectly, in Japan or to or for the benefit of any “resident” of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Singapore

Each underwriter has acknowledged that this prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each underwriter has advised that it has not offered or sold any debentures or caused the debentures to be made the subject of an invitation for subscription or purchase and will not offer or sell any debentures or cause the debentures to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the debentures whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the debentures are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the debentures pursuant to an offer made under Section 275 of the SFA except

•

to an institutional investor under Section 274 of the SFA or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) (in the case of that corporation) or Section 276(4)(i)(B) (in the case of that trust) of the SFA;

•

where no consideration is or will be given for the transfer;

•

where the transfer is by operation of law; or

•

as specified in Section 276(7) of the SFA.

Singapore SFA Product Classification—Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the debentures are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA04-N12: Notice on the Sale of Investment Products and MAS NoticeFAA-N16: Notice on Recommendations on Investment Products).

S-38

Taiwan

The debentures have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the debentures in Taiwan.

Canada

The debentures may be sold only to purchasers in the provinces of Alberta, British Columbia, New Brunswick, Nova Scotia, Ontario, Prince Edward Island and Quebec purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument31- 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the debentures must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement or the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument33-105 Underwriting Conflicts (NI33-105), the underwriters are not required to comply with the disclosure requirements of NI33-105 regarding underwriter conflicts of interest in connection with this offering.

S-39

LEGAL MATTERS

We are being represented by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, as to matters of New York law; matters of Connecticut law will be passed upon for us by Donald J. Riccitelli, our corporate counsel. The validity of the debentures will be passed upon for the underwriters by Davis Polk & Wardwell LLP, New York, New York. Mr. Riccitelli beneficially owns and has rights to acquire less than one percent of our common stock.

EXPERTS

The consolidated financial statements of Stanley Black & Decker, Inc. (the Company) appearing in the Company’s Annual Report (Form10-K) for the year ended December 29, 2018 (including the schedule appearing therein), and the effectiveness of the Company’s internal control over financial reporting as of December 29, 2018 (excluding the internal control over financial reporting of Nelson Fastener Systems), have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon, which as to the report on the effectiveness of the Company’s internal control over financial reporting contains an explanatory paragraph describing the above referenced exclusion of Nelson Fastener Systems from the scope of such firm’s audit of internal control over financial reporting, included by reference therein, and incorporated herein by reference. Such financial statements and the Company management’s assessment of the effectiveness of internal control over financial reporting as of December 29, 2018 (which did not include an evaluation of the internal control over financial reporting of Nelson Fastener Systems) have been incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

S-40

Prospectus

LOGO

Stanley Black & Decker, Inc.

Common Stock

Preferred Stock

Debt Securities

Warrants

Depositary Shares

Stock Purchase Contracts

and

Stock Purchase Units

We may offer, issue and sell, together or separately:

•

shares of our common stock;

•

shares of our preferred stock;

•

debt securities, which may be senior debt securities or subordinated debt securities;

•

warrants to purchase our debt securities, shares of our common stock or shares of our preferred stock;

•

depositary shares representing an interest in our preferred stock;

•

stock purchase contracts to purchase shares of our common stock or other securities; and

•

stock purchase units, each representing ownership of a stock purchase contract and debt securities, preferred securities or debt obligations of third-parties, including U.S. treasury securities or any combination of the foregoing, securing the holder’s obligation to purchase our common stock or other securities under the stock purchase contracts.

We will provide the specific prices and terms of these securities in one or more supplements to this prospectus at the time of offering. You should read this prospectus and the accompanying prospectus supplement carefully before you make your investment decision.

This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

Investing in our securities involves a number of risks. See “Risk Factors” on page 8 before you make your investment decision.

We may offer securities through underwriting syndicates managed orco-managed by one or more underwriters or dealers, through agents or directly to purchasers. If required, the prospectus supplement for each offering of securities will describe the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.

Our common stock is listed on the New York Stock Exchange under the trading symbol “SWK.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or the accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 25, 2017

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
STANLEY BLACK & DECKER, INC.			7
RISK FACTORS			8
USE OF PROCEEDS			9
RATIO OF EARNINGS TO FIXED CHARGES			10
DESCRIPTION OF SECURITIES			11
DESCRIPTION OF DEBT SECURITIES			12
DESCRIPTION OF CAPITAL STOCK			22
DESCRIPTION OF WARRANTS			28
DESCRIPTION OF DEPOSITARY SHARES			30
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS			32
PLAN OF DISTRIBUTION			33
LEGAL MATTERS			34
EXPERTS			34

ABOUT THIS PROSPECTUS

This prospectus is part of an “automatic shelf” registration statement that we filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), using a “shelf” registration process. Under this process, we may sell: common stock; preferred stock; debt securities; warrants to purchase debt securities, common stock or preferred stock; depositary shares; or stock purchase contracts and stock purchase units. This prospectus only provides you with a general description of the securities that we may offer. Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the terms of the securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read both this prospectus and the accompanying prospectus supplement and any free writing prospectus prepared by or on behalf of us, together with the additional information described under the heading “Where You Can Find More Information.”

We have not authorized anyone to provide you with any information other than that contained in or incorporated by reference into this prospectus, the accompanying prospectus supplement or a free writing prospectus prepared by or on behalf of us. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making offers to sell the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.

The information in this prospectus is accurate as of the date on the front cover. You should not assume that the information contained in this prospectus is accurate as of any other date.

When used in this prospectus, the terms “Stanley Black & Decker, Inc.,” the “Company,” “we,” “our” and “us” refer to Stanley Black & Decker, Inc. and its consolidated subsidiaries, unless otherwise specified or the context otherwise requires.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended and the rules promulgated thereunder (the “Exchange Act”). Our SEC filings are available to the public at the SEC’s website at www.sec.gov. You may read and copy all or any portion of this information at the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330 for further information about the public reference rooms. We maintain a website at www.stanleyblackanddecker.com. The information on our website is not incorporated by reference in this prospectus or any prospectus supplement, and you should not consider it a part of this prospectus or any accompanying prospectus supplement.

You can also inspect reports, proxy statements and other information about Stanley Black & Decker, Inc. at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The SEC allows us to “incorporate by reference” information into this prospectus and any accompanying prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus and any accompanying prospectus supplement, except for any information superseded by information contained directly in this prospectus, any accompanying prospectus supplement, any subsequently filed document deemed incorporated by reference or a free writing prospectus prepared by or on behalf of us. This prospectus and any accompanying prospectus supplement incorporates by reference the documents set forth below that Stanley Black & Decker, Inc. has previously filed with the SEC (other than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form8-K). These documents contain important information about Stanley Black & Decker, Inc. and its finances.

•

Annual Report onForm10-K for the fiscal year ended December 31, 2016;

•

The information specifically incorporated by reference into our Annual Report onForm10-K for the fiscal year ended December 31, 2016 from our definitive proxy statement onSchedule 14A filed with the SEC on March 8, 2017;

•

Quarterly Reports on Form10-Q for the quarters endedApril 1, 2017,July 1, 2017 andSeptember 30, 2017;

•

Current Reports on Form8-K filed with the SEC onJanuary 5, 2017,January 5, 2017,January 19, 2017,March 14, 2017,April 25, 2017,May 17, 2017 andOctober 24, 2017 (election of a new director and amendments to our bylaws); and

•

The description of our common stock contained in our Registration Statement onForm8-A/A, filed with the SEC on March 12, 2010, and any amendment or report filed for the purpose of updating such description.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus, and any accompanying prospectus supplement, and before the termination of the offering shall also be deemed to be incorporated herein by reference. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including our compensation committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form8-K or certain exhibits furnished pursuant to Item 9.01 ofForm 8-K.

To obtain a copy of these filings at no cost, you may write or telephone us at the following address:

Stanley Black & Decker, Inc.

1000 Stanley Drive

New Britain, Connecticut 06053

Attention: Treasurer

(860) 225-5111

If requested, we will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into such documents.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any accompanying prospectus supplement and any documents incorporated by reference contain or incorporate statements that are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995.

Those statements include trend analyses and other information relative to markets for our products and trends in our operations or financial results as well as other statements that can be identified by the use of forward-looking language such as “may,” “should,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “intends,” “projects,” “goals,” “objectives,” or other similar expressions. Our actual results, performance or achievements could be materially different from the results expressed in, or implied by, those forward-looking statements. Those statements are subject to risks and uncertainties, including but not limited to the risks described in this prospectus, any accompanying prospectus supplement and any documents incorporated by reference. When considering those forward-looking statements, you should keep in mind the risks, uncertainties and other cautionary statements made in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference.

A variety of factors could cause our actual results to differ materially from the expected results expressed in our forward-looking statements, including those factors set forth in this prospectus, any accompanying prospectus supplement or the documents incorporated by reference, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our reports and other documents filed with the SEC. Factors that may cause our actual results to differ materially from those we contemplate by the forward-looking statements include, among others, the following possibilities:

•

inability to invest in product, brand and commercialization of the Craftsman brand in previously underpenetrated channels, enhance innovation and add manufacturing jobs in the U.S. to support growth;

•

inability to successfully integrate Newell Tools while remaining focused on our diversified industrial portfolio strategy;

•

inability to deliver overall organic growth;

•

inability to maintain and improve the overall profitability of our operations;

•

inability to limit the impact of steel and other commodity and material price inflation through price increases and other measures;

•

failure to successfully identify, complete and integrate, and realize cost and revenue synergies associated with, acquisitions, as well as integrate existing businesses and form new business platforms;

•

discontinued acceptance of technologies used in our products and services (including the new DEWALT FlexVolt™ product);

•

inability to limit restructuring and other payments associated with recent acquisitions;

•

inability to manage existing Sonitrol franchisee and Mac Tools relationships;

•

inability to minimize costs associated with any sale or discontinuance of a business or product line, including any severance, restructuring, legal or other costs;

•

the extent to which proceeds are realized with respect to any business or product line disposals;

•

the extent of any asset impairments with respect to any businesses or product lines that are sold or discontinued;

•

failure of our efforts to manage freight costs, steel and other commodity costs as well as capital expenditures;

•

inability to sustain or increase prices in order to, among other things, offset or mitigate the impact of steel, freight, energy,non-ferrous commodity and other commodity costs and any inflation increases and/or currency impacts;

•

inability to generate free cash flow and maintain a strong debt to capital ratio;

•

inability to identify and effectively execute productivity improvements and cost reductions, while minimizing any associated restructuring charges;

•

inability to obtain favorable settlement of tax audits;

•

inability to generate earnings sufficient to realize future income tax benefits during periods when temporary differences become deductible, including realizing tax credit carry forward amounts within the allowable carry forward periods;

•

inability to access credit markets under satisfactory terms;

•

inability to negotiate satisfactory price and payment terms under which we buy and sell goods, services, materials and products;

•

inability to successfully develop, market and achieve sales from new products and services;

•

unavailability of cash to repurchase shares when conditions are right;

•

failure of our marketing and sales efforts, including the inability to develop and market new and innovative products at the right price points in both existing and new markets;

•

inability to maintain or improve production rates in our manufacturing facilities, respond to significant changes in product demand and fulfill demand for new and existing products;

•

inability to continue improvements in working capital through effective management of accounts receivable and inventory levels;

•

inability to continue successfully managing and defending claims and litigation;

•

failure of our efforts to mitigate any adverse earnings impact resulting from, for example, increases in the cost of energy or significant Chinese Renminbi, Canadian Dollar, Euro, British Pound, Brazilian Real, or other currency fluctuations;

•

the geographic distribution of our earnings;

•

lack of commitment to, and failure of, the Stanley Fulfillment System;

•

failure to successfully implement with expected results cost reduction programs;

•

challenging global geopolitical and macroeconomic environment, possibly including impact from “Brexit” or other similar actions by other EU member states;

•

the economic environment of emerging markets, particularly Latin America, Russia, China and Turkey;

•

pricing pressure and other changes within competitive markets;

•

the continued consolidation of customers particularly in consumer channels;

•

inventory management pressures on our customers;

•

the impact a tightened credit market may have on us or our customers or suppliers;

•

the extent to which we have to write off accounts receivable or assets or experience supply chain disruptions in connection with bankruptcy filings by customers or suppliers;

•

increasing competition;

•

changes in laws, regulations and policies that affect us, including, but not limited to trade, monetary, tax and fiscal policies and laws;

•

the timing and extent of any inflation or deflation;

•

the impact of poor weather conditions on sales;

•

currency exchange fluctuations;

•

the impact of dollar/foreign currency exchange and interest rates on the competitiveness of products and our debt program;

•

the strength of the U.S. and European economies;

•

the impact from demand changes within world-wide markets associated with homebuilding and remodeling;

•

the impact of events that cause or may cause disruption in our supply, manufacturing, distribution and sales networks such as war, terrorist activities and political unrest, including hostilities on the Korean Peninsula; and

•

recessionary or expansive trends in the economies of the world in which we operate.

There can be no assurance that other factors not currently anticipated by us will not materially and adversely affect our business, financial condition, and results of operations. You are cautioned not to place undue reliance on any forward-looking statements made by us or on our behalf. Please take into account that forward-looking statements speak only as of the date of this prospectus or, in the case of any accompanying prospectus supplement or documents incorporated by reference, the date of any such document. We do not undertake any obligation to publicly correct or update any forward-looking statement if we later become aware that it is not likely to be achieved. You are advised, however, to consult any further disclosures we make on related subjects in reports and other information filed with the SEC.

STANLEY BLACK & DECKER, INC.

Stanley Black & Decker, Inc. was founded in 1843 by Frederick T. Stanley and incorporated in 1852. We are a diversified global provider of power and hand tools, products and services for various industrial applications, mechanical access solutions (primarily automatic doors), electronic security and monitoring systems, healthcare solutions and engineered fastening systems. Stanley^®, Black & Decker^® and DeWalt^® along with the family of Stanley Black & Decker, Inc. brands are recognized around the world for quality, innovation and value and are among the world’s most trusted brands.

Our principal executive office is located at 1000 Stanley Drive, New Britain, Connecticut 06053 and our telephone number is(860) 225-5111.

RISK FACTORS

Investing in our securities involves risk. See the risk factors described in our most recent Annual Report on Form10-K (together with any material changes thereto contained in subsequently filed Quarterly Reports on Form10-Q) and those contained in our other filings with the SEC for our most recent fiscal year, which are incorporated by reference in this prospectus and any accompanying prospectus supplement. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. These risks could materially affect our business, results of operations or financial condition and cause the value of our securities to decline. You could lose all or part of your investment.

USE OF PROCEEDS

Except as otherwise set forth in the prospectus and any accompanying prospectus supplement, we expect to use the net proceeds from the sale of securities for general corporate purposes, including the financing of our operations, the possible repayment of indebtedness, and possible business acquisitions. Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for each of the periods indicated is set forth below. For purposes of computing these ratios, earnings represents income from continuing operations before income taxes and fixed charges. Fixed charges are the sum of (i) interest expensed and capitalized, (ii) amortized premiums, discounts and capitalized expenses related to indebtedness, and (iii) the portion of rents representative of interest.

For the Fiscal Year

Nine Months Ended
September 30, 2017

2016

2015

2014

2013

2012

Ratio of Earnings to Fixed Charges (1)

7.8X

6.9X

7.0X

6.7X

4.4X

(1)	We paid no preference dividends during any of the periods indicated above.

DESCRIPTION OF SECURITIES

This prospectus contains summary descriptions of the debt securities, common stock, preferred stock, warrants, depositary shares, stock purchase contracts and stock purchase units that may be offered and sold from time to time. These summary descriptions are not meant to be complete descriptions of each security. However, at the time of an offering and sale, this prospectus together with the accompanying prospectus supplement will contain the material terms of the securities being offered.

DESCRIPTION OF DEBT SECURITIES

As used in this prospectus, debt securities means the debentures, notes, bonds and other evidences of indebtedness that we may issue separately, upon exercise of a debt warrant, in connection with a stock purchase contract or as part of a stock purchase unit from time to time. The debt securities may either be senior debt securities or subordinated debt securities. Senior debt securities may be issued under a “Senior Indenture” and subordinated debt securities may be issued under a “Subordinated Indenture.” This prospectus sometimes refers to the Senior Indenture and the Subordinated Indenture collectively as the “Indentures.” The Indentures have been filed with the SEC. We may also issue debt securities under a separate, new indenture. If that occurs, we will describe any differences in the terms of any series or issue of debt securities in the prospectus supplement relating to that series or issue.

The following briefly summarizes the material provisions of the Indentures and the debt securities, other than pricing and related terms disclosed in an accompanying prospectus supplement or pricing supplement. You should read the more detailed provisions of the applicable Indenture, including the defined terms, for provisions that may be important to you. You should also read the particular terms of an offering of debt securities, which will be described in more detail in the applicable prospectus supplement or pricing supplement. Copies of the Indentures may be obtained from Stanley Black & Decker, Inc. or the applicable trustee.

As used in this “Description of Debt Securities,” the terms “Stanley Black & Decker, Inc.,” “we,” “our” and “us” refer to Stanley Black & Decker, Inc., a Connecticut corporation, and do not, unless otherwise specified, include our subsidiaries.

General

The debt securities will be our direct general unsecured obligations. The senior debt securities will rank equally with all of our other senior unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment to all of our present and future senior indebtedness to the extent and in the manner set forth in the Subordinated Indenture.

Since our operations are partially conducted through our subsidiaries, the cash flow and the consequent ability to service our indebtedness, including the debt securities, is partially dependent upon the earnings of our subsidiaries and the distribution of those earnings or upon the payments of funds by those subsidiaries to us. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the debt securities or to make funds available to us, whether by dividends, loans or other payments. In addition, the payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to contractual or statutory restrictions, are contingent upon the earnings of those subsidiaries and are subject to various business considerations. Any right we may have to receive assets of any of our subsidiaries upon their liquidation or reorganization (and the consequent right of the holders of our debt securities to participate in those assets) will be structurally subordinated to the claims of such subsidiary’s creditors, including trade creditors, because such creditors’ claims will have a priority over our claim as an equity owner of our subsidiaries.

The Indentures do not limit the aggregate principal amount of debt securities that we may issue and provide that we may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount. We may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable Indenture. The Indentures also do not limit our ability to incur other debt.

Each prospectus supplement will summarize the material terms relating to the specific series of debt securities being offered. These terms may include some or all of the following:

•

the title of debt securities, whether they are subordinated debt securities or senior debt securities;

•

any limit on the aggregate principal amount of the debt securities;

•

the price or prices at which we will sell the debt securities;

•

the maturity date or dates of the debt securities;

•

the rate or rates of interest, if any, which may be fixed or variable, at which the debt securities will bear interest, or the method of determining such rate or rates, if any;

•

the date or dates from which any interest will accrue or the method by which such date or dates will be determined;

•

the right, if any, to extend the interest payment periods and defer interest payments, and the duration of any such deferral period, including the maximum consecutive periods during which interest payments may be deferred;

•

whether the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner of determining the amount of such payments;

•

the dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to the interest payable on any interest payment date;

•

the place or places where the principal of (and premium, if any) and interest on the debt securities will be payable;

•

if we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or in part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions;

•

our obligation, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or prices at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation, and the other terms and conditions of such obligation;

•

the denominations in which the debt securities will be issued, if other than denominations of $1,000 and integral multiples of $1,000;

•

the portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration of the maturity of the debt securities in connection with an Event of Default (as described below), if other than the full principal amount;

•

the currency, currencies or currency unit in which we will pay the principal of (and premium, if any) or interest, if any, on the debt securities, if not United States dollars;

•

provisions, if any, granting special rights to holders of the debt securities upon the occurrence of specified events;

•

any deletions from, modifications of or additions to the Events of Default or our covenants with respect to the applicable series of debt securities, and whether or not such Events of Default or covenants are consistent with those contained in the applicable Indenture;

•

the application, if any, of the terms of the Indenture relating to defeasance and covenant defeasance (which terms are described below) to the debt securities;

•

whether the subordination provisions summarized below or different subordination provisions will apply to the debt securities;

•

the terms, if any, upon which the holders may convert or exchange the debt securities into or for our common stock, preferred stock or other securities or property;

•

whether any of the debt securities will be issued in global form in the name of a depository and, if so, the terms and conditions upon which global debt securities will cease to be issued in the name of a depository and exchanged for debt securities of smaller denominations issued in the name of investors and/or their direct or indirect nominees;

•

any change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable because of an Event of Default;

•

the depositary for global debt securities;

•

any special tax implications of the debt securities;

•

any trustees, authenticating or paying agents, transfer agents or registrars or other agents with respect to the debt securities; and

•

any other terms of the debt securities.

Unless otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange and will be issued in fully-registered form without coupons.

Debt securities may be sold at a discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. The applicable prospectus supplement will describe the material federal income tax consequences and special considerations applicable to any such debt securities. The debt securities may also be issued as indexed securities or securities denominated in foreign currencies, currency units or composite currencies, as described in more detail in the prospectus supplement relating to any of the particular debt securities.

Subordination

The prospectus supplement relating to any offering of subordinated debt securities will describe the specific subordination provisions, including the extent of subordination of payments by us of the principal of, premium, if any, and interest on such subordinated debt securities.

The Subordinated Indenture does not limit the issuance of additional Senior Indebtedness.

Certain Covenants

Except as set forth below or in any indenture supplemental to the Indentures or in a board resolution of ours establishing a series of securities under the Indentures, the Indentures will not:

•

limit the amount of indebtedness or lease obligations that may be incurred by us and our subsidiaries; or

•

contain provisions which would give holders of the notes the right to require us to repurchase their notes in the event of a decline in the credit rating of our debt securities resulting from a change in control, recapitalization or similar restructuring or in the case of any other event.

Limitation on Liens

The Senior Indenture provides that if we or any Restricted Subsidiary (as defined below) shall issue, assume or guarantee any evidence of indebtedness for money borrowed (“Indebtedness”) secured by a mortgage, security

interest, pledge or lien (“Mortgage”) on any Principal Property (as described below), or shares of stock or Indebtedness of any Restricted Subsidiary, we will secure or cause such Restricted Subsidiary to secure any debt securities issued under the Senior Indenture (the “Senior Securities”) equally and ratably with such secured Indebtedness (for so long as such secured Indebtedness remains to be so secured), unless the aggregate amount of all such secured Indebtedness, together with all Attributable Debt (as defined below) outstanding pursuant to the first paragraph of the “Limitation on Sale and Lease-back Transactions” covenant described below, would not exceed 10% of Consolidated Net Worth (defined below). The Subordinated Indenture does not contain a similar limitation on liens.

Such limitation will not apply to Indebtedness secured by (a) Mortgages on property of any corporation existing at the time such corporation becomes a Restricted Subsidiary, (b) Mortgages on any property existing at the date of the indenture or at the time of acquisition by us or a Restricted Subsidiary (including acquisition through merger or consolidation), (c) Mortgages securing Indebtedness of a Restricted Subsidiary to us or to another Restricted Subsidiary, (d) purchase money and construction Mortgages entered into within specified time limits, (e) mechanics’ liens, tax liens, liens in favor of any governmental body to secure progress, advance or other payments or the acquisition of real or personal property from any governmental body pursuant to contract or provision of statute, any other liens, charges and encumbrances incidental to construction, conduct of business or ownership of property of ours or any Restricted Subsidiary which were not incurred in connection with borrowing money, obtaining advances or credits or the acquisition of property and in the aggregate do not materially impair use of any Principal Property or which are being contested in good faith, or (f) any extension, renewal or replacement of any of the aforementioned Mortgages not in excess of the principal amount of such Indebtedness plus any premium or fee payable in connection with such transaction.

Limitation on Sale and Lease-back Transactions

The Senior Indenture provides that neither we nor any Restricted Subsidiary may enter into any sale and lease-back transaction involving any Principal Property unless the aggregate amount of all Attributable Debt with respect to such transactions, together with all Indebtedness outstanding pursuant to the first paragraph of the “Limitation on Liens” covenant described above, would not exceed 10% of Consolidated Net Worth.

Such limitation will not apply to any sale and lease-back transaction if (a) the lease is for a period of not more than three years, (b) the purchaser’s commitment is obtained within a specified period after the acquisition, construction or placing in service of the Principal Property, (c) the rent payable pursuant to such lease is to be reimbursed under a contract with the United States Government or instrumentality or agency thereof, (d) the transaction is between us and a Restricted Subsidiary or between Restricted Subsidiaries, (e) we or such Restricted Subsidiary would be entitled as described in “Limitation on Liens,” above, to mortgage such Principal Property without equally and ratably securing the Senior Securities, or (f) we or such Restricted Subsidiary, within 180 days after the effective date of the transaction, apply to the retirement of Senior Securities or other Indebtedness of ours or a Restricted Subsidiary an amount equal to (A) either (i) the lesser of the net proceeds of the sale or transfer or the book value at the date of such sale or transfer of the Principal Property leased, if the transaction is for cash, or (ii) the fair market value of the Principal Property leased, if the transaction is for other than cash, minus (B) the amount equal to the principal amount of Senior Securities delivered to the trustee within such 180 days for cancellation and the principal amount of Indebtedness voluntarily retired (including any premium or fee paid in connection therewith) within such 180 days.

Consolidation, Merger and Sale of Assets

We may consolidate or merge with or into any other corporation, and we may sell or transfer all or substantially all of our assets to another corporation, provided, among other things, that (a) if we are not the surviving corporation, the corporation formed by or resulting from any such consolidation or merger or the transferee of such assets shall be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and shall expressly assume by supplemental indenture payment of the

principal of and premium, if any, and interest, if any, on the debt securities issued under the Indenture and the performance and observance of the Indenture and (b) we or such successor corporation shall not immediately thereafter be in default under the Indenture.

Definition of Certain Terms

“Restricted Subsidiary” means a Subsidiary (as defined below) (i) substantially all the property of which is located, or substantially all the business of which is carried on, within the United States, and (ii) which owns a Principal Property; provided, however, that the term shall not include any Subsidiary which is solely or primarily engaged in the business of providing or obtaining financing for the sale or lease of products sold or leased by us or any Subsidiary or which is primarily engaged in the business of a finance company either on a secured or an unsecured basis.

“Principal Property” means all real property and tangible personal property constituting a manufacturing plant located within the United States owned by us or a Restricted Subsidiary, exclusive of (i) motor vehicles, mobile materials-handling equipment and other rolling stock, (ii) office furnishings and equipment, information and electronic data processing equipment, (iii) any property financed through obligations issued by a state or possession of the United States, or any political subdivision or instrumentality of the foregoing, on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includable in gross income of the holder by reason of Section 103(a) of the Internal Revenue Code (or any successor to such provision) as in effect at the time of the issuance of such obligations, (iv) any real property held for development or sale, or (v) any property the gross book value of which (including related land and improvements thereon and all machinery and equipment included therein without deduction of any depreciation reserves) is less than 10% of Consolidated Net Worth or which our board of directors determines is not material to the operation of our business and our Subsidiaries taken as a whole.

“Consolidated Net Worth” means the excess over current liabilities of all assets properly appearing on our consolidated balance sheet after deducting the minority interests of others in Subsidiaries.

A “Subsidiary” is defined to mean any corporation of which at least a majority of all outstanding stock having ordinary voting power in the election of directors of such corporation is at the time, directly or indirectly, owned by us or by one or more Subsidiaries of ours or by us and one or more Subsidiaries.

“Attributable Debt” in respect of any Sale and Lease-Back Transaction means, as of the time of the determination, the lesser of (i) the sale price of the Principal Property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such transaction and the denominator of which is the base term of such lease, and (ii) the total obligation (discounted to present value at the implicit interest factor, determined in accordance with generally accepted financial practice, included in the rental payments or, if such interest factor cannot readily be determined, at a rate of interest of 10% per annum, compounded semi-annually) of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of lease included in such transaction.

Events of Default

The following events are defined in the Indentures as “Events of Default” with respect to any series of debt securities:

•

default in the payment of any installment of interest on any debt securities in such series for 30 days after becoming due;

•

default in the payment of principal or premium, if any, of any debt securities in such series when due;

•

default in the performance of any other covenant for 90 days after notice;

•

involuntary acceleration of the maturity of our indebtedness in excess of $10 million for money borrowed which acceleration shall not be rescinded or annulled or otherwise cured, or which indebtedness shall not be discharged, within 10 days after notice;

•

entry of certain court orders which would require us to make payments exceeding $25 million and where 60 days have passed since the entry of the order without it having been satisfied or stayed;

•

certain events of bankruptcy, insolvency or reorganization; and

•

any other Event of Default that may be set forth in the supplemental indenture or board resolution with respect to a particular series of debt securities.

If an Event of Default shall occur and be continuing with respect to a series of debt securities, either the trustee or the holders of at least 25% in principal amount of the outstanding debt securities (or such lesser amount as may be provided for in the debt securities of such series) of such series may declare the entire principal amount of all the debt securities of such series to be due and payable.

The Indentures provide that the trustee shall, within 90 days after the occurrence of default with respect to a particular series of debt securities, give the holders of the debt securities of such series notice of such default known to it (the term default to mean the events specified above without grace periods); provided that, except in the case of default in the payment of principal or premium, if any, or interest, if any, on any of the debt securities of such series, the trustee shall be protected in withholding such notice if it in good faith determines the withholding of such notice is in the interest of the holders of the debt securities of such series.

We are required to furnish the trustee annually a statement by certain of our officers to the effect that to the best of their knowledge we are not in default in the fulfillment of any of our obligations under the Indentures or, if there has been a default in the fulfillment of any such obligation, specifying each such default. No holder of any debt securities of any particular series shall have any right to institute any judicial or other proceeding with respect to the Indentures, or for the appointment of a receiver or trustee, or for any other remedy unless:

•

an Event of Default shall have occurred and be continuing and such holder shall have given the trustee prior written notice of such continuing Event of Default;

•

the holders of not less than 25% of the outstanding principal amount of debt securities of a particular series shall have requested the trustee for such series to institute proceedings in respect of such Event of Default;

•

under the Senior Indenture, the trustee shall have been offered indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

•

under the Subordinated Indenture, the trustee shall have been offered such reasonable indemnity as it may require against its costs, expenses and liabilities in complying with such request;

•

the trustee shall have failed to institute proceedings 60 days after the receipt of such notice, request and offer of indemnity; and

•

no direction inconsistent with such written request shall have been given for 60 days by the holders of a majority in principal amount of the outstanding debt securities of such series.

The holders of a majority in principal amount of a particular series of debt securities outstanding will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee with respect to such series or exercising any trust or power conferred to the trustee, and to waive certain defaults. The Indentures provide that in case an Event of Default shall occur and be continuing, the trustee shall exercise such of its rights and powers under the Indentures, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights

or powers under the Indentures at the request of any of the holders of debt securities of a particular series unless they shall have offered to the trustee security or indemnity reasonably satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request.

Discharge, Defeasance and Covenant Defeasance

If indicated in the applicable prospectus supplement, we may discharge or defease our obligations under each Indenture as set forth below.

We may discharge certain obligations to holders of any series of debt securities issued under either the Senior Indenture or the Subordinated Indenture which have not already been delivered to the trustee for cancellation and which have either become due and payable or are by their terms due and payable within one year (or scheduled for redemption within one year) by irrevocably depositing with the trustee funds or government obligations denominated in U.S. dollars or in the foreign currency in which debt securities of such series are payable in an amount sufficient, in the opinion of an independent firm of certified public accountants, to pay the entire indebtedness on debt securities of such series with respect to principal (and premium and additional amounts, if any) and interest to the date of such deposit (if debt securities of such series have become due and payable) or to the maturity thereof or the date of redemption of debt securities of such series, as the case may be.

If indicated in the applicable prospectus supplement, we may elect either (i) to defease and be discharged from any and all obligations with respect to the debt securities of or within any series (except for, among other things, the obligation to pay additional amounts, if any, upon the occurrence of certain events of taxation, assessment or governmental charge with respect to payments on debt securities of such series and other obligations to register the transfer or exchange of debt securities of such series, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency with respect to the debt securities and to hold moneys for payment in trust) (“defeasance”) or (ii) to be released from our obligations with respect to certain covenants applicable to the debt securities of or within any series of debt securities and any omission to comply with such obligations shall not constitute an Event of Default with respect to such series of debt securities (“covenant defeasance”), upon the deposit with the relevant Indenture trustee, in trust for such purpose, of money and/or government obligations which through the payment of principal and interest in accordance with their terms will provide money in an amount sufficient, without reinvestment, to pay the principal of (and premium, if any) or interest on such debt securities to maturity. As a condition to defeasance or covenant defeasance, we must deliver to the trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such opinion of counsel, in the case of defeasance under clause (i) above, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the relevant Indenture. In addition, in the case of either defeasance or covenant defeasance, we must deliver to the trustee (i) an opinion of counsel stating that the money and government obligations or other property deposited with the trustee to be held in trust will not be subject to any case or proceeding under any Federal or State bankruptcy, insolvency, reorganization or other similar law, or any decree or order for relief, and (ii) an officers’ certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with.

We may exercise our defeasance option with respect to such debt securities notwithstanding our prior exercise of our covenant defeasance option.

Modification and Waiver

Modification and amendment of the Indentures may be made by us and the trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of each series

affected thereby; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security affected thereby:

•

change the stated maturity of the principal of, or any premium or installment of interest on, or any additional amounts with respect to, debt securities of any series,

•

reduce the principal amount of, or the rate (or modify the calculation of such rate) of interest on, or any additional amounts with respect to, or any premium payable upon the redemption of, debt securities of any series,

•

change our obligation to pay additional amounts with respect to debt securities of any series or reduce the amount of the principal of an original issue discount debt securities that would be due and payable upon a declaration of acceleration of the maturity thereof or the amount thereof provable in bankruptcy,

•

change the redemption provisions of debt securities of any series or adversely affect the right of repayment at the option of any holder of debt securities of any series,

•

change the place of payment or the coin or currency in which the principal of, any premium or interest on or any additional amounts with respect to debt securities of any series is payable,

•

impair the right to institute suit for the enforcement of any payment on or after the stated maturity of debt securities of any series,

•

reduce the percentage in principal amount of an outstanding series of debt securities, the consent of whose holders is required in order to take certain actions,

•

reduce the requirements for quorum or voting by holders of a particular series of debt securities,

•

modify any of the provisions in the Indentures regarding the waiver of past defaults and the waiver of certain covenants by the holders of a particular series of debt securities except to increase any percentage vote required or to provide that certain other provisions of the Indentures cannot be modified or waived without the consent of the holder of each debt security of such series affected thereby,

•

make any change that adversely affects the right to convert or exchange any series of debt security into or for our common stock or other securities in accordance with its terms, or

•

modify any of the above provisions.

The holders of at least a majority in aggregate principal amount of the debt securities of any series may, on behalf of the holders of all debt securities of such series, waive our compliance with certain restrictive provisions of the applicable Indenture. The holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may, on behalf of the holders of all debt securities of such series, waive any past default and its consequences under the Indenture with respect to the debt securities of such series, except a default:

•

in the payment of principal of (or premium, if any), any interest on or any additional amounts with respect to debt securities of such series; or

•

in respect of a covenant or provision of the Indenture that cannot be modified or amended without the consent of the holder of each debt security of such series.

Under the Indentures, we are required to furnish the trustee annually a statement as to performance by us of certain of our obligations under the Indentures and as to any default in such performance. We are also required to deliver to the trustee, within five days after occurrence thereof, written notice of any Event of Default or any event which after notice or lapse of time or both would constitute an Event of Default.

Payment and Paying Agents

Unless otherwise indicated in the applicable prospectus supplement, payment of interest on a debt security on any interest payment date will be made to the person in whose name a debt security is registered at the close of business on the record date for the interest.

Unless otherwise indicated in the applicable prospectus supplement, principal, interest and premium on the debt securities of a particular series will be payable at the office of such paying agent or paying agents as we may designate for such purpose from time to time. Notwithstanding the foregoing, at our option, payment of any interest may be made by check mailed to the address of the person entitled thereto as such address appears in the security register.

Unless otherwise indicated in the applicable prospectus supplement, a paying agent designated by us and located in the Borough of Manhattan, The City of New York will act as paying agent for payments with respect to debt securities of each series. All paying agents initially designated by us for the debt securities of a particular series will be named in the applicable prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.

All moneys paid by us to a paying agent for the payment of the principal, interest or premium on any debt security which remain unclaimed at the end of two years after such principal, interest or premium has become due and payable will be repaid to us upon written request, and the holder of such debt security thereafter may look only to us for payment thereof.

Denominations, Registrations and Transfer

Unless an accompanying prospectus supplement states otherwise, debt securities will be represented by one or more global certificates registered in the name of a nominee for The Depository Trust Company (“DTC”). In such case, each investor’s beneficial interest in the global securities will be shown on the records of DTC and transfers of beneficial interests will only be effected through DTC’s records.

A holder of a beneficial interest in a global security may only exchange such interest for certificated securities registered in such holder’s name if:

•

DTC notifies us that it is unwilling or unable to continue serving as the depositary for the relevant global securities or DTC ceases to maintain certain qualifications under the Exchange Act and no successor depositary has been appointed for 90 days; or

•

We determine, in our sole discretion, that the global security shall be exchangeable.

If debt securities cease to be represented by global certificates, they will only be issued in the minimum denomination specified in the accompanying prospectus supplement and integral multiples of such denomination. Transfers and exchanges of such debt securities will only be permitted in such minimum denomination. Transfers of debt securities in certificated form may be registered at the trustee’s corporate trust office or at the offices of any paying agent or trustee appointed by us under the Indentures. Exchanges of debt securities for an equal aggregate principal amount of debt securities in different denominations may also be made at such locations.

Benefits of Indentures

Nothing in the Indentures will confer upon or give any person other than us, the trustee, our and its successors, and the person or persons in whose names the debt securities of a particular series are registered in the security register for the debt securities of such series, any benefit, right, remedy or claim under the Indentures.

Governing Law

The Indentures are and debt securities will be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to its principles of conflicts of laws (other thanSection 5-1401 of the General Obligations Law of the State of New York).

Regarding the Trustee

The Senior Indenture Trustee is The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank N.A., and the Subordinated Indenture Trustee is HSBC Bank USA, National Association. The Trustees are permitted to engage in other transactions with us and our subsidiaries from time to time, provided that if the trustees acquire any conflicting interest they must eliminate such conflict upon the occurrence of an Event of Default, or else resign.

Conversion or Exchange Rights

The prospectus supplement will describe the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our common stock, preferred stock, other debt securities or other securities or property. These terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. These provisions may allow or require the number of shares of our common stock or other securities to be received by the holders of such series of debt securities to be adjusted.

DESCRIPTION OF CAPITAL STOCK

General

The following summary description of our capital stock is based on the provisions of the Connecticut Business Corporation Act (the “CBCA”), our restated certificate of incorporation, as amended, and our bylaws, as amended. This description does not purport to be complete and is qualified in its entirety by reference to the full text of the CBCA, as it may be amended from time to time, and to the terms of the restated certificate of incorporation and bylaws, as each may be amended from time to time, which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.” As used in this “Description of Capital Stock,” the terms “Stanley Black & Decker, Inc.,” “we,” “our” and “us” refer to Stanley Black & Decker, Inc., a Connecticut corporation, and do not, unless otherwise specified, include the subsidiaries of this Connecticut corporation.

Our authorized capital stock consists of 300,000,000 shares of common stock, par value $2.50 per share, and 10,000,000 shares of preferred stock, without par value. The number of authorized shares of any class may be increased or decreased by an amendment to our restated certificate of incorporation proposed by our board of directors and approved by a majority of voting shares voted on the issue at a meeting at which a quorum exists.

Common Stock

Each shareholder of record of our common stock is entitled to one vote for each share held on every matter properly submitted to the shareholders for their vote. Holders of our common stock do not have cumulative voting rights. After satisfaction of the dividend rights of holders of preferred stock, holders of common stock are entitled ratably to any dividend declared by the board of directors out of funds legally available for this purpose.

Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive ratably our net assets available, if any, after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock.

Holders of our common stock have no redemption or conversion rights, no sinking fund provisions and no preemptive right to subscribe for or purchase additional shares of any class of our capital stock.

The outstanding shares of our common stock are fully paid and nonassessable, and any shares of common stock issued in an offering pursuant to this prospectus and any shares of common stock issuable upon the exercise of common stock warrants or conversion or exchange of debt securities or preferred stock which are convertible into or exchangeable for our common stock, or in connection with the obligations of a holder of stock purchase contracts to purchase our common stock, when issued in accordance with their terms will be fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

This section describes the general terms and provisions of preferred stock that we are authorized to issue. The applicable prospectus supplement will describe the specific terms of the shares of preferred stock offered through that prospectus supplement, as well as any general terms described in this section that will not apply to those shares of preferred stock. We will file a copy of the certificate of amendment to our certificate of incorporation that contains the terms of each new series of preferred stock with the Secretary of the State of Connecticut and with the SEC each time we issue a new series of preferred stock. Each such certificate of amendment will establish the number of shares included in a designated series and fix the designation, powers, privileges, preferences and rights of the shares of each series as well as any applicable qualifications, limitations

or restrictions. You should refer to the applicable certificate of amendment as well as our certificate of incorporation before deciding to buy shares of our preferred stock as described in the applicable prospectus supplement.

Our board of directors has been authorized to provide for the issuance of up to 10,000,000 shares of our preferred stock in multiple series without the approval of shareholders. With respect to each series of our preferred stock, our board of directors has the authority to fix the following terms:

•

the designation of the series;

•

the number of shares within the series;

•

whether dividends are cumulative and, if cumulative, the dates from which dividends are cumulative;

•

the rate of any dividends, any conditions upon which dividends are payable, and the dates of payment of dividends;

•

whether the shares are redeemable, the redemption price and the terms of redemption;

•

the amount payable for each share if we dissolve or liquidate;

•

whether the shares are convertible or exchangeable, the price or rate of conversion or exchange, and the applicable terms and conditions;

•

any restrictions on issuance of shares in the same series or any other series;

•

voting rights applicable to the series of preferred stock; and

•

any other rights, priorities, preferences, restrictions or limitations of such series.

The right of a holder of preferred stock to receive payment in respect thereof upon any liquidation, dissolution or winding up of us will be subordinate to the rights of our general creditors. Shares of our preferred stock that we issue in accordance with their terms will be fully paid and nonassessable, and will not be entitled to preemptive rights unless specified in the applicable certificate of amendment to a certificate of incorporation and the applicable prospectus supplement.

Our ability to issue preferred stock, or rights to purchase such shares, could discourage an unsolicited acquisition proposal. For example, we could impede a business combination by issuing a series of preferred stock containing class voting rights that would enable the holders of such preferred stock to block a business combination transaction. Alternatively, we could facilitate a business combination transaction by issuing a series of preferred stock having sufficient voting rights to provide a required percentage vote of the shareholders. Additionally, under certain circumstances, our issuance of preferred stock could adversely affect the voting power of the holders of our common stock. Although our board of directors is required to make any determination to issue any preferred stock based on its judgment as to the best interests of our shareholders, our board of directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our shareholders might believe to be in their best interests or in which shareholders might receive a premium for their stock over prevailing market prices of such stock. Our board of directors does not at present intend to seek shareholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or applicable stock exchange requirements.

Anti-Takeover Effects of Provisions of the Certificate of Incorporation, Bylaws and Other Agreements

The rights of our shareholders and related matters are governed by the CBCA, the certificate of incorporation and the bylaws. Provisions of the CBCA, the certificate of incorporation and the bylaws, which are summarized below, may discourage or make more difficult a takeover attempt that shareholders might consider in their best interest. These provisions may also adversely affect prevailing market prices for our common stock.

Board of Directors

The certificate of incorporation provides that the board of directors shall consist of not less than nine nor more than eighteen directors, the exact number to be fixed by the board of directors from time to time. At each annual meeting of the shareholders, each nominee for director shall stand for election to aone-year term expiring at the next annual meeting of shareholders. Despite the expiration of a director’s term, such director shall continue to serve until either the director’s successor shall have been duly elected and qualified or there is a decrease in the number of directors. In no case will a decrease in the number of directors shorten the term of any incumbent director. Any vacancy on the board of directors may be filled by the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise. The certificate of incorporation also provides that directors may be removed from office, but only for cause by the affirmative vote of at least a majority of the votes entitled to be cast thereon.

Shareholder Action by Written Consent; Special Meetings

Under the CBCA our shareholders may take action by written unanimous consent of holders of all of our shares in lieu of an annual or special meeting. Otherwise, shareholders will only be able to take action at an annual or special meeting called in accordance with the bylaws.

The bylaws provide that special meetings of shareholders may only be called by:

•

the chairman of the board;

•

the chief executive officer;

•

the secretary; or

•

the chairman of the board, the chief executive officer or the secretary upon the written request of the holders of not less than thirty-five percent (35%) of our outstanding voting stock.

In addition, the CBCA provides that a corporation with a class of voting stock registered under the Exchange Act shall hold a special meeting of shareholders if the holders of thirty-five percent (35%) of the votes entitled to be cast on any issue proposed to be considered demand such a meeting.

Advance Notice Requirements for Director Nominations and Other Proposals

Director Nominations. The bylaws contain advance notice procedures with regard to shareholder proposals related to the nomination of candidates for election as directors. These procedures provide that notice of shareholder proposals related to shareholder nominations for the election of directors must be received at our executive offices at least 90 days, but no more than 120 days before the first anniversary of the date on which the proxy statement for the preceding annual meeting was mailed; provided, however, that in the event the annual meeting is not within 30 days before or after such anniversary date, notice by the shareholder must be received not later than the close of business 10 days after the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first. Our bylaws require that all directors be shareholders of record.

A shareholder’s notice to our corporate secretary must be in proper written form and must set forth certain information including:

•

the name, and record addresses of the nominating shareholder, and any other person on whose behalf the nomination is being made, and the nominee;

•

the class or series and number of shares of our capital stock which are beneficially or of record owned by the nominating shareholder or such other person;

•

a description of all arrangements or understandings between the nominating shareholder or such other person and any nominee(s) in connection with the nomination;

•

any other information relating to the nominee that would be required to be disclosed in a proxy statement or other solicitations of proxies for election of directors or as otherwise required to be disclosed pursuant to the Exchange Act had the nominee been nominated by the board of directors;

•

a consent of the nominee to be named in the proxy statement and to serve if elected; and

•

a representation that the nominating shareholder intends to appear in person or by proxy at the meeting to make such nomination.

Other Proposals. In addition to the procedures for nominating directors, the bylaws also contain notice procedures for other shareholder proposals to be brought before an annual meeting. To be timely, we must receive shareholder proposals at least 90 days, but no more than 120 days before the first anniversary of the date on which the proxy statement for the preceding annual meeting was mailed; provided, however, that in the event the annual meeting is not within 30 days before or after such anniversary date, notice by the shareholder must be received not later than the close of business 10 days after the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first.

A shareholder’s notice to our corporate secretary must be in proper written form and must set forth, as to each matter that shareholder proposes to bring before the meeting:

•

a brief description of the business desired to be brought before the meeting and the reasons for conducting that business at the meeting;

•

the complete text of any resolutions to be presented;

•

the name and record address of that shareholder and any other person on whose behalf the proposal is made;

•

the class and series and number of shares of each class and series of our capital stock which are owned beneficially or of record by that shareholder or such other person;

•

a description of all arrangements or understandings between that shareholder and any such other person in connection with the proposal of that business and any material interest of that shareholder or such other person in that business; and

•

a representation that the shareholder intends to appear in person or by proxy at the meeting to bring that business before the meeting.

Antitakeover Legislation

We are subject to the provisions ofSection 33-844 of the CBCA which prohibits a Connecticut corporation from engaging in a “business combination” with an “interested shareholder” for a period of five years after the date of the transaction in which the person became an interested shareholder, unless the business combination or the purchase of stock by which such person becomes an interested shareholder is approved by our board of directors, and by a majority of ournon-employee directors, prior to the date on which the person becomes an interested shareholder. A “business combination” generally includes mergers, asset sales, some types of stock issuances and other transactions with, or resulting in a disproportionate financial benefit to, the interested shareholder. Subject to exceptions, an “interested shareholder” is a person who owns 10% or more of our voting power, or is an affiliate or associate of Stanley Black & Decker, Inc. and owned 10% or more of our voting power within the past five years.

Under our certificate of incorporation, the affirmative vote by the holders of 80% of our outstanding voting stock is required for the approval or authorization of any business combination involving an interested shareholder. This voting requirement does not apply if:

•

2/3 of our disinterested directors expressly approve the proposed business combination; or

•

The following conditions are satisfied:

•

The cash and fair market value of other consideration received on a per share basis by each shareholder is no less than the highest share price (or the equivalent value) paid by the interested shareholder in acquiring our capital stock; and

•

A proxy statement is mailed to all shareholders of the corporation for the purpose of soliciting shareholder approval of the business combination.

This 80% vote is required even if no vote or a lesser percentage is required by any applicable laws. Additionally, the affirmative vote of the holders of not less than 80% of our outstanding shares of capital stock is required to modify this section of our certificate of incorporation.

Notwithstanding the 80% vote required by our certificate of incorporation, we are also subject toSection 33-841 andSection 33-842 of the CBCA. These provisions generally require business combinations with an interested shareholder to be approved by the board of directors and then by the affirmative vote of at least:

•

the holders of 80% of the voting power of the outstanding shares of our voting stock; and

•

the holders of 2/3 of the voting power of the outstanding shares of our voting stock, excluding the voting stock held by the interested shareholder;

unless the consideration to be received by the shareholders meets certain price and other requirements set forth inSection 33-842 of the CBCA or unless the board of directors of the corporation has by resolution determined to exempt business combinations with that interested shareholder prior to the time that such shareholder became an interested shareholder.

We are also subject toSection 33-756(g) of the CBCA, generally requiring directors acting with respect to mergers, sales of assets and other specified transactions to consider, in determining what they reasonably believe to be in the best interests of the corporation, specified interests, including those of the corporation’s employees, customers, creditors and suppliers and any community in which any office or other facility of the corporation is located.Section 33-756(g) of the CBCA also allows a director to consider, in the discretion of such director, any other factors the director reasonably considers appropriate in determining what the director reasonably believes to be in the best interest of the corporation.

Limitation of Liability of Directors

The certificate of incorporation contains provisions permitted under the CBCA relating to the personal liability of directors. The provisions limit the personal liability to us or our shareholders of a director for monetary damages for breach of duty as a director to an amount that is not more than the compensation received by that director for serving us during the year of the violation to the extent permitted by applicable law, which permits such limitation provided that such violation must not involve a knowing and culpable violation of law, enable the director or an affiliate to receive an improper personal gain, show a lack of good faith and a conscious disregard for the director’s duty to the corporation, amount to an abdication of the director’s duty to the corporation, or create liability for an unlawful distribution. Our bylaws provide for the indemnification and reimbursement of, and advances of expenses to, any person that is made a party to an action by reason of the fact that he or she:

•

is or was our director, officer, employee or agent, or

•

served at our request as a director, officer, employee or agent of another corporation.

Our bylaws provide for indemnification of directors and officers to the fullest extent permitted by Connecticut law.

Listing

Our common stock is listed on the New York Stock Exchange under the symbol “SWK.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

DESCRIPTION OF WARRANTS

This section describes the general terms and provisions of our warrants to acquire our securities that we may issue from time to time. The applicable prospectus supplement will describe the terms of any warrant agreements and the warrants issuable thereunder. If any particular terms of the warrants described in the prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by that prospectus supplement.

We may issue warrants for the purchase of our debt securities, common stock or preferred stock, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement that we will enter into with a bank or trust company, as warrant agent, as detailed in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation, or agency or trust relationship, with you. We will file a copy of the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the registration statement of which this prospectus is a part. A holder of our warrants should refer to the provisions of the applicable warrant agreement and prospectus supplement for more specific information.

The prospectus supplement relating to a particular issue of warrants will describe the terms of those warrants, including, when applicable:

•

the offering price;

•

the currency or currencies, including composite currencies, in which the purchase price and/or exercise price of the warrants may be payable;

•

the number of warrants offered;

•

the securities underlying the warrants, if any, to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of the warrants;

•

the exercise price and the amount of securities you will receive upon exercise;

•

the procedure for exercise of the warrants and the circumstances, if any, that will cause the warrants to be automatically exercised;

•

the rights, if any, we have to redeem the warrants;

•

the date on which the right to exercise the warrants will commence and the date on which the warrants will expire;

•

the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security;

•

the date on and after which the warrants and the related securities will be separately transferable;

•

material U.S. federal income tax consequences;

•

the name of the warrant agent; and

•

any other material terms of the warrants.

After warrants expire they will become void. All warrants will be issued in registered form. The prospectus supplement may provide for the adjustment of the exercise price of the warrants.

Warrants may be exercised at the appropriate office of the warrant agent or any other office indicated in the applicable prospectus supplement. Before the exercise of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to payments made to holders of those securities.

The applicable warrant agreement may be amended or supplemented without the consent of the holders of the warrants to which it applies to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. However, any amendment that materially and adversely alters the rights of the holders of warrants will not be effective unless the holders of at least a majority of the applicable warrants then outstanding approve the amendment. Every holder of an outstanding warrant at the time any amendment becomes effective, by continuing to hold the warrant, will be bound by the applicable warrant agreement as amended. The prospectus supplement applicable to a particular series of warrants may provide that certain provisions of the warrants, including the securities for which they may be exercisable, the exercise price and the expiration date, may not be altered without the consent of the holder of each warrant affected thereby.

DESCRIPTION OF DEPOSITARY SHARES

General

We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we do so, we may issue receipts for depositary shares that each represent a fraction of a share of a particular series of preferred stock. The prospectus supplement will indicate that fraction. The shares of preferred stock represented by depositary shares will be deposited under a depositary agreement between us and a bank or trust company that meets certain requirements and is selected by us (the “Bank Depositary”). Each owner of a depositary share will be entitled to all the rights and preferences of the preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant to the depositary agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock in accordance with the terms of the offering.

We have summarized some common provisions of a depositary agreement and the related depositary receipts. The forms of the depositary agreement and the depositary receipts relating to any particular issue of depositary shares will be filed with the SEC each time we issue depositary shares, and you should read those documents for provisions that may be important to you. If any particular terms of the depositary agreements and the related depositary receipts described in the prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by that prospectus supplement.

Dividends and Other Distributions

If we pay a cash distribution or dividend on a series of preferred stock represented by depositary shares, the Bank Depositary will distribute such dividends to the record holders of such depositary shares. If the distributions are in property other than cash, the Bank Depositary will distribute the property to the record holders of the depositary shares. However, if the Bank Depositary determines that it is not feasible to make the distribution of property, the Bank Depositary may, with our approval, sell such property and distribute the net proceeds from such sale to the record holders of the depositary shares.

Redemption of Depositary Shares

If we redeem a series of preferred stock represented by depositary shares, the Bank Depositary will redeem the depositary shares from the proceeds received by the Bank Depositary in connection with the redemption. The redemption price per depositary share will equal the applicable fraction of the redemption price per share of the preferred stock. If fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the Bank Depositary may determine.

Voting the Preferred Stock

Upon receipt of notice of any meeting at which the holders of the preferred stock represented by depositary shares are entitled to vote, the Bank Depositary will mail the notice to the record holders of the depositary shares relating to such preferred stock. Each record holder of these depositary shares on the record date, which will be the same date as the record date for the preferred stock, may instruct the Bank Depositary as to how to vote the preferred stock represented by such holder’s depositary shares. The Bank Depositary will endeavor, insofar as practicable, to vote the amount of the preferred stock represented by such depositary shares in accordance with such instructions, and we will take all action that the Bank Depositary deems necessary in order to enable the Bank Depositary to do so. The Bank Depositary will abstain from voting shares of the preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing such preferred stock.

Amendment and Termination of the Depositary Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the depositary agreement may be amended by agreement between the Bank Depositary and us. However, any amendment that

materially and adversely alters the rights of the holders of depositary shares will not be effective unless such amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. The depositary agreement may be terminated by the Bank Depositary or us only if (1) all outstanding depositary shares have been redeemed or (2) there has been a final distribution in respect of the preferred stock in connection with any liquidation, dissolution or winding up of our company and such distribution has been distributed to the holders of depositary receipts.

Charges of Bank Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the Bank Depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and any other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the depositary agreement to be for their accounts.

Withdrawal of Preferred Stock

Except as may be provided otherwise in the applicable prospectus supplement, upon surrender of depositary receipts at the principal office of the Bank Depositary, subject to the terms of the depositary agreement, the owner of the depositary shares may demand delivery of the number of whole shares of preferred stock and all money and other property, if any, represented by those depositary shares. Partial shares of preferred stock will not be issued. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be withdrawn, the Bank Depositary will deliver to such holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of preferred stock thus withdrawn may not thereafter deposit those shares under the depositary agreement or receive depositary receipts evidencing depositary shares therefor.

Miscellaneous

The Bank Depositary will forward to holders of depositary receipts all reports and communications from us that are delivered to the Bank Depositary and that we are required to furnish to the holders of the preferred stock.

Neither the Bank Depositary nor we will be liable if we are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the depositary agreement. The obligations of the Bank Depositary and us under the depositary agreement will be limited to performance in good faith of our duties thereunder, and we will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We may rely upon written advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

Resignation and Removal of Bank Depositary

The Bank Depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the Bank Depositary. Any such resignation or removal will take effect upon the appointment of a successor Bank Depositary and its acceptance of such appointment. The successor Bank Depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company meeting the requirements of the depositary agreement.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

We may issue stock purchase contracts, including contracts obligating holders to purchase from or sell to us, and obligating us to sell to or purchase from the holders, a specified number of shares of common stock or other securities at a future date or dates, which we refer to in this prospectus as stock purchase contracts. The price per share of the securities and the number of shares of the securities may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts, and may be subject to adjustment under anti-dilution formulas. The stock purchase contracts may be issued separately or as part of units consisting of a stock purchase contract and debt securities, preferred securities or debt obligations of third parties, including U.S. treasury securities, any other securities described in the applicable prospectus supplement or any combination of the foregoing, securing the holders’ obligations to purchase the securities under the stock purchase contracts, which we refer to herein as stock purchase units. The stock purchase contracts may require holders to secure their obligations under the stock purchase contracts in a specified manner. The stock purchase contracts also may require us to make periodic payments to the holders of the stock purchase contracts or the stock purchase units, as the case may be, or vice versa, and those payments may be unsecured orpre-funded in whole or in part.

The applicable prospectus supplement will describe the terms of the stock purchase contracts or stock purchase units. This description is not complete and the description in the prospectus supplement will not necessarily be complete, and reference is made to the stock purchase contracts, and, if applicable, collateral or depositary arrangements relating to the stock purchase contracts or stock purchase units, which will be filed with the SEC each time we issue stock purchase contracts or stock purchase units. If any particular terms of the stock purchase contracts or stock purchase units described in the prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by that prospectus supplement. Material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will also be discussed in the applicable prospectus supplement.

PLAN OF DISTRIBUTION

We may sell the securities being offered hereby in one or more of the following ways from time to time:

•

to underwriters for resale to purchasers;

•

directly to purchasers; or

•

through agents or dealers to purchasers.

In addition, Stanley Black & Decker, Inc. may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus and an applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.

We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation in a prospectus supplement.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, we are being represented by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, as to matters of New York law and matters of Connecticut law will be passed upon for us by Donald J. Riccitelli, our Assistant General Counsel. Mr. Riccitelli beneficially owns and has rights to acquire less than one percent of our common stock.

EXPERTS

The consolidated financial statements of the Company as of December 31, 2016 and January 2, 2016 and for each of the three years in the period ended December 31, 2016, and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016 appearing in the Company’s Annual Report(Form 10-K) for the year ended December 31, 2016 filed with the SEC on February 15, 2017, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

LOGO

Stanley Black & Decker, Inc.

%Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due

Preliminary Prospectus Supplement

BofA Securities

Citigroup

Credit Suisse

J.P. Morgan

Wells Fargo Securities

, 2020

Stanley Black & Decker (SWK) 424B5Prospectus supplement for primary offering