UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

______FORM 8-K

______CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 5, 2017

______Stanley Black & Decker, Inc. (Exact name of registrant as specified in its charter) ______

Connecticut 1-5224 06-0548860 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.)

1000 Stanley Drive, New Britain, Connecticut 06053 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (860) 225-5111

Not Applicable Former name or former address, if changed since last report ______

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. On January 5, 2017, Stanley Black & Decker, Inc. issued a press release announcing that it had entered into an agreement to purchase the Craftsman brand from Sears Holdings. A copy of the press release is attached hereto as Exhibit 99.1.

On January 5, 2017, Stanley Black & Decker, Inc. made a presentation to investors regarding the agreement to purchase the Craftsman brand from Sears Holdings. A copy of that presentation is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits. (a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

99.1 Stanley Black & Decker, Inc. press release, dated January 5, 2017.

99.2 Stanley Black & Decker, Inc. investor presentation, dated January 5, 2017. SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Stanley Black & Decker, Inc.

January 5, 2017 By: /s/ Bruce H. Beatt Name: Bruce H. Beatt Title: Senior Vice President, General Counsel and Secretary Exhibit Index

Exhibit No. Description

99.1 Stanley Black & Decker, Inc. press release, dated January 5, 2017.

99.2 Stanley Black & Decker, Inc. investor presentation, dated January 5, 2017. Exhibit 99.1

Stanley Black & Decker Reaches Agreement To Purchase Craftsman Brand From Sears Holdings

◦ Stanley Black & Decker to develop, manufacture and sell Craftsman-branded products in non-Sears Holdings channels ◦ Sears Holdings to continue sourcing and selling Craftsman-branded products in all its retail channels under perpetual license agreement ◦ Agreement consists of $525 million cash payment at closing, $250 million at end of year three, and annual payments to Sears Holdings of between 2.5% and 3.5% on new Stanley Black & Decker sales of Craftsman products through year 15 ◦ Stanley Black & Decker to significantly increase availability and innovation of Craftsman products and add manufacturing jobs in the U.S. to support growth ◦ EPS accretion to Stanley Black & Decker, excluding charges, of approximately $0.10-$0.15 per share in year one, increasing to approximately $0.35-$0.45 by year five and to approximately $0.70-$0.80 by year ten

NEW BRITAIN, CT, and HOFFMAN ESTATES, IL, January 5, 2017 -- Stanley Black & Decker (NYSE: SWK) (“Stanley Black & Decker” or “the company”), an S&P 500 global diversified industrial company, and Sears Holdings Corporation (NASDAQ: SHLD) (“Sears Holdings”), announced today that they have entered into a definitive agreement under which Stanley Black & Decker will purchase the Craftsman brand from Sears Holdings. The transaction provides Stanley Black & Decker with the rights to develop, manufacture and sell Craftsman- branded products in non-Sears

1 Holdings retail, industrial and online sales channels across the U.S. and in other countries. As part of the agreement, Sears Holdings will continue to offer Craftsman-branded products, sourced from existing suppliers, through its current retail channels via a perpetual license from Stanley Black & Decker, which will be royalty-free for the first 15 years after closing and royalty-bearing thereafter. Today only approximately 10% of Craftsman- branded products are sold outside of Sears Holdings and the agreement will enable Stanley Black & Decker to significantly increase Craftsman sales in these untapped channels.

“Craftsman is a legendary, American brand with tremendous consumer awareness built on a legacy of producing quality products at a great value,” said Stanley Black & Decker President and CEO James M. Loree. “This agreement represents a significant opportunity to grow the market by increasing the availability of Craftsman products to consumers in previously underpenetrated channels. We intend to invest in the brand and rapidly increase sales through these new channels, including retail, industrial, mobile and online. To accommodate the future growth of Craftsman, we intend to expand our manufacturing footprint in the U.S. This will add jobs in the U.S., where we have increased our manufacturing headcount by 40% in the past three years.

“As we continue our growth trajectory as a diversified industrial company, we continue to look at opportunities to build upon our world-class portfolio of franchises and brands to create shareholder value. This transaction, which aligns squarely with this strategy, also reflects an effective allocation of capital particularly when viewed in the context of the recently announced Mechanical Security sale. We’ve essentially freed up capital trapped in a low- growth business to invest in organic growth and EPS accretion,” added Loree.

Sears Holdings' Chairman and Chief Executive Officer Edward S. Lampert stated, “We are pleased to reach this agreement, after determining that externalizing the Craftsman brand would accomplish our goals of driving value for Sears Holdings and positioning Craftsman for future growth. This transaction represents a significant step in our ongoing transformation to a membership focused business model. Craftsman has a storied history as an iconic American brand and in Stanley Black & Decker we have found a great owner that is committed to expanding Craftsman and helping it to

2 reach its potential outside of its current channels. It’s important for our members to know that we will continue to sell Craftsman in-store and online at Kmart and Sears, and Sears Hometown, and the structure of the transaction will provide Sears Holdings with a significant upfront payment, another payment in three years and an opportunity to participate in the growth of the Craftsman brand in both our stores and at other retailers selected and managed by Stanley Black & Decker. Looking ahead, we will continue to take actions to adjust our capital structure, meet our financial obligations and manage our business to better position Sears Holdings to create long-term value by focusing on our best members, our best stores and our best categories.”

Transaction Terms

Stanley Black & Decker will pay Sears Holdings $525 million at closing, $250 million at end of year three, and annual payments on new Stanley Black & Decker Craftsman sales through year 15 (2.5% through 2020, 3% through January 2023, and 3.5% thereafter). The net present value of all these cash payments is approximately $900 million. The license granted to Sears Holdings will be royalty-free for 15 years, then 3% thereafter.

Existing sales of Craftsman products outside the Sears Holdings and Sears Hometown distribution channels, which will be assumed immediately upon closing by Stanley Black & Decker, were approximately $200 million over the last 12 months. The company expects the sale of Craftsman branded products to contribute approximately $100 million of average annual revenue growth for approximately the next ten years. The transaction is expected to be accretive to earnings by approximately $0.10-$0.15 per share in year one, increasing to approximately $0.35-$0.45 by year five and to approximately $0.70-$0.80 by year ten, excluding approximately $20 million of deal-related costs.

The transaction, which was approved by the Boards of Directors of both companies, is expected to close during 2017, subject to customary closing conditions and regulatory approvals.

Stanley Black & Decker will host a conference call with investors today, Thursday, January 5, 2017 at 09:00 am EST. A presentation which will

3 accompany the call will be available at www.stanleyblackanddecker.com and will remain available after the call.

The call will be accessible by telephone at 1 (877) 930-8285 and from outside the U.S. at 1 (253) 336-8297 (Conference ID 46963043); also, via the Internet at www.stanleyblackanddecker.com. To listen, please go to the web site at least fifteen minutes early to register, download and install any necessary audio software. A replay will also be available two hours after the call and can be accessed at (855) 859-2056 or (404) 537-3406 by entering the Conference identification number 46963043. The replay will also be available as a podcast within 24 hours and can be accessed on our website and via iTunes.

Stanley Black & Decker, an S&P 500 company, is a diversified global provider of hand tools, power tools and related accessories, mechanical access solutions and electronic security solutions, healthcare solutions, engineered fastening systems, and more. Learn more at www.stanleyblackanddecker.com.

Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

4 Stanley Black & Decker Contacts Investor Contacts: Greg Waybright Vice President, Investor Relations [email protected] (860) 827-3833

Michelle Hards Director, Investor Relations [email protected] (860) 827-3913

Media Contacts: Shannon Lapierre Vice President, Communications/Public Relations [email protected] (860) 827-3575

Tim Perra Vice President, Communications [email protected] (860) 826-3260

Sears Holdings Contact: Howard Riefs Director, Corporate Communications (847) 286-8371

Forward-Looking Statements

This press release contains forward-looking statements from Stanley Black & Decker or Sears Holdings which represent the respective company’s expectations or beliefs about future events and their respective financial performance. Forward-looking statements are identifiable by words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward looking statements made in this press release, include, but are not limited to, statements concerning: the consummation of the purchase; investment in, and rapid increase in sales and innovation of products carrying the Craftsman brand; significantly increasing sales of Craftsman-branded products in untapped channels; expanding U.S. manufacturing footprint and adding jobs in the U.S.; the

5 Craftsman brand complementing and expanding Stanley Black & Decker’s existing operations; revenue opportunities; and organic revenue growth and accretion to earnings per share.

You are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future events and involve risks, uncertainties and other known and unknown factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by such forward-looking statements, including, but not limited to, the failure to consummate, or a delay in the consummation of, the transaction for various reasons; failure to successfully integrate the Craftsman brand and achieve expected revenue opportunities; the seller becoming insolvent or entering bankruptcy proceedings; or the transaction-related costs and charges being greater than anticipated.

Forward-looking statements made herein are also subject to risks and uncertainties, described in the respective company’s: 2015 Annual Reports on Form 10-K; subsequently filed Quarterly Reports on Form 10-Q; and other filings made with the Securities and Exchange Commission. In addition, actual results could differ materially from those suggested by the forward-looking statements, and therefore you should not place undue reliance on the forward-looking statements. Neither Stanley Black & Decker nor Sears Holdings makes any commitment to revise or update any forward-looking statements made by it to reflect events or circumstances occurring or existing after the date of any of its forward-looking statements.

6 Purchase Of Craftsman Brand January 5, 2017

2 Cautionary Statements Stanley Black & Decker makes forward-looking statements in this presentation which represent its expectations or beliefs about future events and financial performance. Forward-looking statements are identifiable by words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward looking statements made in this presentation, include, but are not limited to, statements concerning: the consummation of the purchase; investment in, and rapid increase in sales and innovation of products carrying the Craftsman brand; significantly increasing sales of Craftsman-branded products in untapped channels; expanding U.S. manufacturing footprint and adding jobs in the U.S.; the Craftsman brand complementing and expanding Stanley Black & Decker’s existing operations; revenue opportunities; and organic revenue growth and accretion to earnings per share. You are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future events and involve risks, uncertainties and other known and unknown factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by such forward-looking statements, including, but not limited to, the failure to consummate, or a delay in the consummation of, the transaction for various reasons; failure to successfully integrate the Craftsman brand and achieve expected revenue opportunities; the seller becoming insolvent or entering bankruptcy proceedings; or the transaction-related costs and charges being greater than anticipated. Forward-looking statements made herein are also subject to risks and uncertainties, described in: Stanley Black & Decker's 2015 Annual Report on Form 10-K, its subsequently filed Quarterly Reports on Form 10-Q; and other filings Stanley Black & Decker makes with the Securities and Exchange Commission. In addition, actual results could differ materially from those suggested by the forward-looking statements, and therefore you should not place undue reliance on the forward-looking statements. Stanley Black & Decker makes no commitment to revise or update any forward- looking statements to reflect events or circumstances occurring or existing after the date of any forward-looking statement.

3 An Investment In Organic Growth Stanley Black & Decker To Purchase Craftsman Brand From Sears Holdings… …Enhances Company’s Rich Brand Portfolio With Addition Of Iconic Craftsman Brand • Obtaining Rights To Develop, Manufacture And Sell Craftsman Brand In Non-Sears Retail, Industrial & Online Channels • Sears To Continue Developing, Sourcing & Selling Craftsman In All Sears Retail Channels Under Perpetual License Agreement • SBD To Significantly Increase Availability And Innovation Of Craftsman Products And Add Manufacturing In the U.S. To Support Growth • Strong Organic Revenue Growth Potential – To Contribute ~$100M Of Average Annual Revenue Growth Per Year For Approximately Next Ten Years • Agreement Consists Of $525M Cash Payment At Closing, $250M At End Of Year 3, & Annual Payments Of Between 2.5% And 3.5% On New SBD Craftsman Sales Through Year 15 • EPS Accretion, Excluding Charges – Year 1 ~$0.10-$0.15, Increasing To ~$0.35-$0.45 By Year 5 & ~$0.70-$0.80 By Year 10 • Transaction Structured To Minimize On-Going Risks Associated With Sears: • SBD Assuming No Contractual Credit Risk From Sears Relative To Transaction • No Tie To Sears Organic Growth Trajectory • No Incremental Obligation To Supply Sears

Commercial Expansion & U.S. Manufacturing Base 11 U.S. Tools & Storage Manufacturing Facilities Allentown, PA | Charlotte, NC | Cheraw, SC | Dallas, TX | Georgetown, OH | Greenfield, IN | Hampstead, MD | Holliston, MA | Jackson, TN | New Britain, CT | Shelbyville, KY Accelerating Innovation, Channel Expansion & Expanding MIUSA Footprint To Drive Significant Revenue Growth 2013 ~2,200 Total Employees In U.S. Manufacturing Facilities 2016 ~3,000 Total Employees In U.S. Manufacturing Facilities ~40% Increase In HC Over The Last 3 Years In U.S. Plants 4 Supply Chain Agility | Lower Distribution Costs | Improved Quality Control | Risk Mitigation | Reduced Carbon Footprint Retail Channel • Expand Distribution To New And Existing Non- Sears Retail & E- Commerce Channels • Leverage MIUSA Expansion Industrial Channel • Expand Product Distribution Points • Leverage MAC Tools Mobile Conversion Program Lawn & Garden • Potential To License Brand To Outdoor Manufacturers • Sell Through Dealer Networks Channel Expansion/Revenue Opportunities Expanding U.S. Manufacturing Base MIUSA Benefits

Existing Sales NetworkBrand Overview • Iconic Brand Within U.S. In Power & Hand Tools And Storage Products • High Brand Awareness • Strong Presence In Lawn & Garden • External Sears Sales – Predominantly Through Ace Hardware • Diverse & Complementary Product Lines The Craftsman Brand Today: Overview 5 Strong Brand With High Retail / Industrial Channel Customer Interest Sears And Sears-Related Channels ~90% of Retail Sales Sears Sears Hometown* Kmart ~65% Of Retail Sales ~20% Of Retail Sales ~5% Of Retail Sales External Accounts ~10% of Retail Sales Examples: *Sears Hometown Is A Separate Publically Traded Company (NASDAQ: SHOS) That Sells Sears Merchandise

Tractors & Mowers L&G Equipment ~25% Of Retail ~15% Of Retail Craftsman Today: ~$1.9B At Retail 6 Tools (~35%) Lawn & Garden (~40%) Storage / Other (~25%) Hand Tools Power Tools ~25% Of Retail ~10% Of Retail Storage & Garage Related & Other ~20% Of Retail ~5% Of Retail

Transaction Summary 7 Transaction Details Financial Information EPS Accretion (Ex. 1-Time Charges) & CFROI • EPS Accretion, Ex- Charges – Yr. 1 ~$0.10-$0.15, Increasing To ~$0.35-$0.45 By Yr. 5 & ~$0.70-$0.80 By Yr. 10 • CFROI: Mid-Teens By Year 10 Timing • Subject To Customary Closing Conditions, Including Regulatory Approval – Expected To Close During 2017 • No Breakup Fees Transaction Related Charges • ~$20M In One-Time Charges, Primarily Incurred In Year One | ~$80M Of Capex • ~$7M Of Annual Intangible Asset Amortization Deal Structure & Purchase Price For Craftsman Brand • $525M Cash Paid At Closing And $250M At End Of Year 3 | W/C Adjustment @ Closing TBD • Annual Cash Payments Of Between 2.5% - 3.5% On New SBD Craftsman Sales Through Year 15 (2.5% Through 2020, 3% Through January 2023, And 3.5% Thereafter) • NPV Of Cash Payments Totals ~$900M • Perpetual License Allowing Sears To Continue Selling In Sears-Related Channels (Royalty-Free For 15 Years, 3% Thereafter) • Assuming No Contractual Credit Risk From Sears Relative To This Transaction Strategic Rationale • Iconic Craftsman Brand Complements SWK’s Portfolio Of Global Tools & Storage Brands • Accelerate Innovation And Expand Distribution Channels To Generate Growth Through External Non-Sears Retailers, Both Existing and New (Only ~10% Of Craftsman-Branded Products Currently Sold Outside Of Sears- Related Channels) Significant Organic Revenue Growth Potential • To Contribute ~$100M Of Revenue Growth Per Year For Approximately Next Ten Years

Value Creation Model | Capital Allocation Strong, Innovation- Driven Businesses In Diverse, Global Markets • Outsized, Capital-Efficient Organic Growth • Attractive, Expandable OM Rate • Outstanding FCF conversion Powered By: Investor-friendly Capital Allocation ~1/2 Return Cash To Shareholders ~1/2 M&A World Class Brands Attractive Growth Platforms Scalable, Defensible Franchises Differentiable Through Innovation Transaction Aligns With Our Value Creation Model & Reflects Effective Allocation Of Capital When Taken In Context With The Recent Sale Of Mechanical Security: Freeing Up Trapped Capital From A Low-Growth Business To Invest In Future Organic Growth & EPS Accretion 8

Summary Enhances Existing T&S Brand Portfolio With Addition Of Iconic Craftsman Brand Presents Significant Organic Growth Opportunity – Increases Availability Of Craftsman-Branded Products To Consumers In The U.S. EPS Accretion, Ex-Charges – Year 1 ~$0.10-$0.15, Increasing To ~$0.35-$0.45 By Year 5 & ~$0.70-$0.80 By Year 10 9 Effective Capital Allocation When Taken In Context With Recent Sale Of Mechanical Security To Enhance T&S Franchise & Drive Organic Growth Within SWK

THANK YOU!