STANLEY BLACK & DECKER, INC.

March 9, 20168, 2017

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Stanley Black & Decker, Inc. (“Stanley Black & Decker” or the “Company”) to be held at 9:30 a.m. on April 20, 2016,2017, at the Stanley Black & Decker University,John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 (see directions at the end of this document).

This document includes the Notice of Annual Meeting of Shareholders and the Proxy Statement. The Proxy Statement describes the business to be conducted at the Annual Meeting and provides other important information about the Company that you should be aware of when you vote your shares.

The Board appreciates and encourages your participation. Whether or not you plan to attend the meeting, it is important that your shares be represented.PLEASE REGISTER YOUR VOTE BY TELEPHONE OR ON THE INTERNET, OR RETURN A PROPERLY COMPLETED PROXY CARD, AT YOUR EARLIEST CONVENIENCE.

	Very truly yours,
	John F. LundgrenJames M. Loree ChairmanPresident and Chief Executive Officer

20162017 Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Shareholders

Meeting Agenda

Voting Matters and Vote Recommendation

(i)

Board Nominees

The following table provides summary information about each director nominee (please see “Item 1—Election of Directors” for more information). Each directorBecause the election of directors at the 2017 Annual Meeting is elected by a pluralityuncontested, the Company’s majority voting policy, which implements Section 33-809 of the votes cast. However,Connecticut Business Corporation Act, will apply. Under that policy, if a director nominee in an uncontested election receives more votes “against” than “for” election, the term of that director will end on the earlier of (1) 90ninety (90) days from the date on which the voting results are determined or (2) the date on which the Board selects a successor;an individual to fill the office held by such director; provided that the Board (excluding such nominee) will have the right tomay select any qualified individual to fill the vacancy (including, subject to the Board’s fiduciary duties to the Company, such nominee)office held by a director who receives more votes “against” than “for” election (please see “Voting Information, Vote required for approval” for more information). Michael D. Hankin is not currently a director. Each other director nominee is currently serving as a current director and attended at least 75% of the aggregate of all regularly scheduled and special meetings of the Board and each committeethe committees on which he or she sits that were heldserved during the director nominee’s tenure.

(i)Committee composition is as of the date of this Proxy Statement. Committee memberships are indicated in yellow, with Committee Chairs indicated by a C. All directors, other than Mr. Loree, are independent.

(ii)

Corporate Governance Highlights

The Corporate Governance Committee and the Board of Directors review the Board of Directors Governance Guidelines for possible revision at least once each year, and otherwise consider whether the Company’s policies and procedures should be modified to reflect best practices. The Company’s governance practices include the following best practices:

AuditorsStanley Black & Decker 2017 Management Incentive Compensation Plan

We ask thatThe Board has approved, and recommends the Company’s shareholders approve, a new Management Incentive Compensation Plan to replace the selectionCompany’s existing 2012 Management Incentive Compensation Plan. The Company is seeking shareholder approval of Ernst & Young LLPthe new Plan in order to qualify for the performance-based exclusion from the deduction limitations under Section 162(m) of the Internal Revenue Code (“Section 162(m)”) for bonus compensation payable under the Plan. Pursuant to Section 162(m), shareholder approval must be obtained every five years in order for compensation to qualify as our registered independent public accounting firm for fiscal year 2016. performance-based compensation. The new plan is based on, and is substantially identical to, the 2012 Plan.

Please see “Item 2—Approval of Registered Independent Public Accounting Firm”Approve 2017 Management Incentive Compensation Plan” for more information, including the amount of fees for services provided in 2014 and 2015.information.

Executive Compensation Advisory Vote

The Board recommends shareholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as described in this Proxy Statement for the reasons discussed in this Proxy Statement, including:

Please see “Item 3—Advisory Vote to Approve Compensation of Named Executive Officers” for more information.

(iii)

2017Frequency of advisory votes on executive officer compensation

As required pursuant to Section 14A of the Securities Exchange Act, shareholders are asked to vote on a non-binding basis on the frequency with which the Company should conduct any required shareholder advisory vote on named executive officer compensation (“Say When on Pay”).

Based on input from our shareholders, the preference evident from voting results at other companies similar in size to ours, and practical commentary that has become widely available with respect to the Say When on Pay vote since its implementation, the Board of Directors recommends that the Say on Pay vote continue to be held every year.

Please see “Item 4—Advisory Vote Regarding Frequency of Future Advisory Votes on Named Executive Officer Compensation” for more information.

Auditors

We ask that the shareholders approve the selection of Ernst & Young LLP as our registered independent public accounting firm for fiscal year 2017. Please see “Item 5—Approval of Registered Independent Public Accounting Firm” for more information, including the amount of fees for services provided in 2015 and 2016.

2018 Annual Meeting

Please see “Shareholder Proposals for the 20172018 Annual Meeting” for more information.

(iii)(iv)

STANLEY BLACK & DECKER, INC.
1000 Stanley Drive
New Britain, Connecticut 06053
Telephone: 860-225-5111

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 9, 20168, 2017

To the Shareholders:

The Annual Meeting of Shareholders of Stanley Black & Decker, Inc. will be held at the Stanley Black & Decker University,John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 20, 2016,2017, at 9:30 a.m. for the following purposes:

Shareholders of record at the close of business on February 19, 201617, 2017 are entitled to vote at the meeting and any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on April 20, 2016:2017: This Proxy Statement, together with the Form of Proxy and our Annual Report, are available free of charge by clicking on “SEC Filings” under the Investor section of the Company’s website (www.stanleyblackanddecker.com).

	Bruce H. Beatt
Secretary

STANLEY BLACK & DECKER, INC.
1000 Stanley Drive
New Britain, Connecticut 06053
Telephone: 860-225-5111

PROXY STATEMENT FOR THE APRIL 20, 20162017 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Stanley Black & Decker, Inc. (the “Company”), a Connecticut corporation, to be voted at the 20162017 Annual Meeting of Shareholders, and any adjournment or postponement thereof (the “Annual Meeting”), to be held on the date, at the time and place, and for the purposes set forth in the foregoing Notice. No business may be transacted at the Annual Meeting other than the business specified in the Notice of the Annual Meeting, business properly brought before the Annual Meeting at the direction of the Board of Directors, and business properly brought before the Annual Meeting by a shareholder who has given notice to the Company’s Secretary that was received after November 12, 20159, 2016 and beforeno later than December 12, 2015.9, 2016. The Company has received no such notice. Management does not know of any matters to be presented at the Annual Meeting other than the matters described in this Proxy Statement. If, however, other business is properly presented at the Annual Meeting, the proxy holders named in the accompanying proxy will vote the proxy in accordance with their best judgment.

This Proxy Statement, the accompanying Notice of the Annual Meeting and the enclosed proxy card are first being mailed to shareholders on or about March 9, 2016.8, 2017.

ITEM 1—ELECTION OF DIRECTORS

At the 20162017 Annual Meeting, the shareholders will be asked to elect all of the nominees set forth below to the Board of Directors. Each director, if elected, will serve until the 20172018 Annual Meeting and until the particular director’s successor has been elected and qualified.

The Board of Directors recommends a vote FOR the nominees. If for any reason any nominee should not be a candidate for election at the time of the meeting, the proxies may be voted, at the discretion of those named as proxies, for a substitute nominee.

Information Concerning Nominees for Election as Directors

ANDREA J. AYERS, President and Chief Executive Officer of Convergys Corporation, has been a director of the Company since December 2014. Ms. Ayers has served as President and Chief Executive Officer of Convergys Corporation since November 2012, and a director of Convergys since October 2012. From 2008 – 2012, Ms. Ayers served as President of Convergys Customer Management Group, Inc., and from 2010 – 2012 Ms. Ayers also served as Chief Operating Officer of Convergys Customer Management Group Inc. Ms. Ayers is 5253 years old and is a member of the Compensation and Organization Committee and the Finance and Pension Committee. Ms. Ayers had a significant role in the transformation of Convergys from a company with three business lines to a customer management solutions company with approximately 125,000 employees worldwide. She has expertise in multi-channel customer experience, customer management analytics and technology. Ms. Ayers’ experience and expertise provide a valuable resource to the Board and management.

GEORGE W. BUCKLEY, retired, Executivewas elected Chairman of 3M Company, was elected Lead Independent Director of the Company in April 2015Board effective January 1, 2017 and has been a director of the Company since March 2010. From April 2015 through December 2016, he served as Lead Independent Director of the Board. Mr. Buckley served as Chairman, President and Chief Executive Officer of 3M Company from December 2005 until May 2012. From 1993 to 1997, Mr. Buckley served as the chief technology officer for the Motors, Drives, and Appliance Component Division of Emerson Electric Company. Later, he served as President of its U.S. Electric Motors Division. In 1997, he joined the Brunswick Corporation as a Vice President, became Senior Vice President in 1999, and became Executive Vice President in 2000. Mr. Buckley was elected President and Chief Operating Officer of Brunswick in April 2000 and Chairman and Chief Executive Officer in June 2000. As noted above, he was elected Chairman, President and Chief Executive Officer of 3M Company in December 2005. Mr. Buckley serves as Chairman of Smiths Group plc, a director of Hitachi Ltd. and a director of PepsiCo, Inc. Within the past five years Mr. Buckley has served on the boardsboard of 3M Company, Ingersoll-Rand plc and Tyco Corporation.Company. Mr. Buckley, who is 69,70, is Chair of the Executive Committee and a member of the Audit Committee and the Compensation and Organization Committee and the Executive Committee. As the former Chairman, President and Chief Executive Officer of 3M Company, Mr. Buckley provides the Board with the expertise and knowledge of managing a large, multi-national corporation. This knowledge, combined with his prior experience as the Chief Executive Officer of Brunswick Corporation, provides a valuable resource to the Board and management.

PATRICK D. CAMPBELL, retired, Senior Vice President and Chief Financial Officer of 3M Company, has been a director of the Company since October 2008. Mr. Campbell served as Senior Vice President and Chief Financial Officer of 3M Company from 2002 to 2011. Prior to his tenure with 3M, Mr. Campbell had been Vice President of International and Europe for General Motors Corporation where he served in various finance related positions during his 25-year career with that company. Mr. Campbell is currently a director of SPX Flow, Inc. and of Herc Holdings, Inc.; within the past five years he has served as a director of SPX Corporation and of Solera, Inc. Mr. Campbell is 6364 years old and is Chair of the Compensation and Organization Committee and a member of the Audit Committee and the Executive Committee. As the former Senior Vice President and Chief Financial Officer of 3M Company, Mr. Campbell has expert knowledge in finance. Before he joined 3M Company, Mr. Campbell worked at General Motors in various capacities, including the role of Chief Financial Officer and Vice President of General Motors International Operations, based in Switzerland, for five years. This experience gives Mr. Campbell a perspective that he is able to use to help the Board understand the issues management confronts on a daily basis and to serve as a resource for management.

CARLOS M. CARDOSO, Principal of CMPC Advisors LLC., has been a director of the Company since October 2007. Mr. Cardoso joined CMPC Advisors LLC in January 2015. Prior to that, he served as Chairman of Kennametal, Inc. from January 2008 until December 2014 and as President and Chief Executive Officer of Kennametal from January 2006 until December 2014. Mr. Cardoso joined Kennametal in 2003 and served as Vice President, Metalworking Solutions and Services Group and then as Executive Vice President and Chief Operating Officer before he became President and Chief Executive Officer. Prior to his tenure with Kennametal, Mr. Cardoso was President of the Pump Division of Flowserve Corporation from 2001 to 2003. Mr. Cardoso also serves as a director of Hubbell Incorporated. Mr. Cardoso is 5859 years old and is a member of the Corporate Governance Committee and the Compensation and Organization Committee. As Chairman of the Board, President and Chief Executive Officer of Kennametal, Inc., Mr. Cardoso faced the challenge of managing a complex company on a daily basis. This experience, combined with the skills Mr. Cardoso acquired in his leadership roles at Kennametal, Inc. and Flowserve Corporation, make him a valuable resource for the Board and management.

ROBERT B. COUTTS, retired, Executive Vice President, Electronic Systems of Lockheed Martin Corporation, has been a director of the Company since July 2007. Mr. Coutts served as an Executive Vice President of Lockheed Martin Corporation from 1999 through 2007, first as Executive Vice President, Systems Integration from 1999-2003, and then as Executive Vice President, Electronic Systems of Lockheed Martin from 1998 through 2008.2003-2007. While at Lockheed Martin, Mr. Coutts also served as Chairman of Sandia National Laboratories. Prior to his tenure with Lockheed Martin, Mr. Coutts held senior management positions over a 20-year period with the General Electric Company. In addition, he is a director of Hovnanian Enterprises, Inc., and withinof Siemens Government Technologies, Inc. Within the past five years, Mr. Coutts has served on the board of Pall Corporation. Mr. Coutts is 6667 years old and is Chair of the Corporate Governance Committee and a member of the FinanceCompensation and PensionOrganization Committee and of the Executive Committee. Mr. Coutts’ long experience in senior management of Lockheed Martin and General Electric Company has led him to develop expertise in manufacturing, program management, supply chain management, technology and government contracting that is of value to the Board as the Company continues to improve its global manufacturing operations and sourcing.

DEBRA A. CREW, President and Chief OperatingExecutive Officer, R.J. Reynolds Tobacco Co.American Inc., has been a director of the Company since December 2013. Ms. Crew joined R.J.assumed the position of President and Chief Executive Officer of Reynolds Tobacco Co. on OctoberAmerican Inc. effective January 1, 20142017; she became a director of Reynolds American at the same time. Prior to that, she served as President and Chief Commercial Officer of R. J. Reynolds Tobacco Co. from October 1, 2014 to October 1, 2015 and becameas President and Chief Operating Officer of the company effective October 1, 2015.2015 to December 31, 2016. Before joining R.J. Reynolds Tobacco, Ms. Crew served as President and General Manager, Pepsico North America Nutrition from August 2014 to September 2014, as President, Pepsico Americas Beverages from August 2012 through August 2014 and as President, Western European Region of PepsiCo Europe from April 2010 through August 2012. Prior to her tenure with PepsiCo, Ms. Crew held positions of increasing responsibility at Kraft Foods, Nestlé S.A. and Mars, Inc. from 1997 to 2004. From 1993 to 1997, Ms. Crew served as a captain in the US Army, in military intelligence. Ms. Crew is 4546 years old and is a member of the Corporate Governance Committee and the Finance and Pension Committee. Ms. Crew brings to the Board an impressive record of success with leading global consumer products companies as well as a broad range of experience in marketing, operations and strategy. Ms. Crew’s global perspective, combined with proven commercial capabilities and exposure to world-class innovation planning processes, provides tremendous value to the Company’s pursuit of profitable growth.

		MICHAEL D. HANKIN, President and Chief Executive Officer, Brown Advisory Incorporated, has been nominated for election to the Company’s Board of Directors on the recommendationa director of the Corporate Governance Committee.Company since April 2016. Mr. Hankin has served as Chief Executive Officer of Brown Advisory since 1998, when the firm was purchased from Alex. Brown & Sons by a group of employees. From 1993 to 1998, Mr. Hankin served as Executive Vice President and Chief Operating Officer of Alex. Brown Investment Advisory & SonsTrust Company, a subsidiary of Alex. Brown Incorporated, where he helped create the business that became Brown Advisory. Prior to that, Mr. Hankin was a partner at Piper & Marbury (now DLA Piper), where he specialized in business and tax law. Mr. Hankin is a director of Brown Advisory Funds and of Brown Advisory Funds plc. During Mr. Hankin’s tenure as Chief Executive Officer of Brown Advisory, the firm has grown from a company with approximately $1.5 billion assets under management to a company with over $50 billion assets under management and has expanded its operations throughout the United States and in Europe, Brazil and Asia. Mr. Hankin is 5859 years old.old, and is a member of the Audit Committee and the Finance and Pension Committee. Mr. Hankin’s experience building and running a successful, complex and increasingly global company, his familiarity with financial and investment planning and analysis and his understanding of capital structure and valuation issues will make him a valuable resource for the Board and management.
	ANTHONY LUISO, retired, President, Campofrío Spain, Campofrío Alimentación, S.A., has been a director of the Company since March 2010. Mr. Luiso was employed by Arthur Andersen & Co. and, in 1971, joined Beatrice Companies, Inc. He held various positions at Beatrice, including President and Chief Operating Officer of the International Food Division and President and Chief Operating Officer of Beatrice U.S. Food. Mr. Luiso left Beatrice in 1986 to become Group Vice President and Chief Operating Officer of the Foodservice Group of International Multifoods Corporation and served as Chairman of the Board, President, and Chief Executive Officer of that corporation until 1996. He served as Executive Vice President of Tri Valley Growers during 1998. In 1999, he joined Campofrío Alimentación, S.A., the leading processed meat products company in Spain, as President-International and subsequently served as President of Campofrío Spain through 2001. Mr. Luiso, who is 72, is Chair of the Audit Committee and a member of the Corporate Governance Committee and of the Executive Committee. Based on Mr. Luiso’s service as a director of Black & Decker for over 20 years, he has extensive knowledge of the Black & Decker business. This knowledge, together with his prior management experience, is of great value to the Board and management.

		JOHN F. LUNDGREN, ChairmanJAMES M. LOREE, President and Chief Executive Officer of the Company, has been a director of the Company since March 2004.July 2016. Mr. Lundgren servedLoree joined the Company in July 1999 as ChairmanVice President, Finance and Chief Financial Officer. He was named Executive Vice President and Chief Financial Officer in September 2002, Executive Vice President and Chief Operating Officer in January 2009, President and Chief Operating Officer in January 2013, and President and Chief Executive Officer of the Company from March 2004 through March 2010. In connection with the merger with Black & Decker, Mr. Lundgren relinquished his role as Chairman of the Board on March 12, 2010. On March 13, 2013, Mr. Lundgren again assumed the role of Chairman of the Board in addition to his role as Chief Executive Officer.July 2016. Before he joined the Company, Mr. LundgrenLoree held positions of increasing responsibility in financial and operating management in industrial businesses, corporate and financial services at General Electric from 1980 to 1999. Within the past five years, Mr. Loree has served as President-European Consumer Products of Georgia-Pacific Corporation from 2000 to 2004. Formerly, he had held the same position with James River Corporation from 1995 to 1997 and Fort James Corporation from 1997 to 2000 until its acquisition by Georgia-Pacific. Mr. Lundgren also serves on the board of Callaway Golf Company.Harsco Corporation and as Chair of Harsco’s Audit Committee. Mr. LundgrenLoree is 6458 years old and is Chair of the Executive Committee.old. As the Chief Executive Officer of the Company, Mr. LundgrenLoree provides the Board with knowledge of the daily workings of the Company and also with the essential experience and expertise that can be provided only by a person who is intimately involved in running the Company. Mr. Lundgren’sLoree’s service on the Board and as Chief Executive Officer of the Company provides necessaryseamless continuity of leadership for the Board and management.
		MARIANNE M. PARRS, retired, Executive Vice President and Chief Financial Officer at International Paper Company, has been a director of the Company since April 2008. Ms. Parrs held a number of executive and management positions at International Paper Company beginning in 1974, including Executive Vice President with responsibility for Information Technology, Global Sourcing, Global Supply Chain-Delivery from 1999 to 2005, and Executive Vice President and Chief Financial Officer from November 2005 until the end of 2007. Ms. Parrs also serves on the boards of CIT Group Inc.; Signet Jewelers Limited; the RISE Foundation in Memphis, Tennessee; New Memphis Institute in Memphis, Tennessee; and the United Way of the Mid-South. Ms. Parrs is 7172 years old and is a memberChair of the Audit Committee and a member of the Compensation and Organization Committee and the Executive Committee. As the former Executive Vice President and Chief Financial Officer of International Paper Company, Ms. Parrs brings expert knowledge in finance to the Board. Ms. Parrs also brings experience in supply chain management and communication matters through an earlier role at International Paper Company. This experience makes Ms. Parrs a valuable resource for the Board and management.
		ROBERT L. RYAN, retired, Senior Vice President and Chief Financial Officer, Medtronic Inc., has been a director of the Company since March 2010. Mr. Ryan was a management consultant for McKinsey and Company and a Vice President for Citicorp. He joined Union Texas Petroleum Corporation as Treasurer in 1982, became Controller in 1983, and was promoted to Senior Vice President and Chief Financial Officer in 1984. In April 1993, Mr. Ryan was named the Senior Vice President and Chief Financial Officer of Medtronic, Inc. He retired from Medtronic in 2005. Mr. Ryan also serves as a director of General Mills, Inc., is a trustee of Cornell University, and within the past five years has served on the boards of Citigroup Inc., UnitedHealth Group, Inc. and The Hewlett-Packard Company. Mr. Ryan, who is 72,73, is Chair of the Finance and Pension Committee and a member of the Corporate Governance Committee and of the Executive Committee. As the former Chief Financial Officer of Union Texas Petroleum Corporation and Medtronic, Inc., Mr. Ryan has extensive experience in finance matters and is a financial expert. Mr. Ryan also has served on a number of boards of public companies, and the experience gained by serving on those boards makes him a valuable resource for the Board and management.

Board of Directors

Qualifications of Directors and Nominees. The Company carefully considered the qualifications, skills and experience of each nominee when concluding that the nominee should serve on the Board. With respect to each individual nominee, the Company believes that the nominee is appropriate to serve on the Board due to the qualifications and experience described above. The Company believes that each of the incumbent directors should be reelected, as their qualifications, skills and experience continue to be of value to the Company.

Board Leadership Structure. Effective January 1, 2017, the Company separated the offices of Chairman and Chief Executive Officer, with a non-management Director serving as Chairman. Under the terms of the Company’s Bylaws and Corporate Governance Guidelines, the Chairman presides at all meetings of the Board at which he is present and, jointly with the Lead Independent Director,Chief Executive Officer, establishes a schedule of agenda subjects to be discussed during the year at the beginning of each year and the agenda for each Board meeting. The Lead Independent Director presides at executive sessions of the Board and at any meeting of the Board at whichIf the Chairman is not present, participates in the establishment of agendas as described in the preceding sentence, ensures that the views, opinions and suggestions of the other independent directors are adequately broughtDirectors present will designate a person to the attention of the Chairman and, together with the Chairman, ensures that such views, opinions and suggestions are adequately addressed with the Board.preside.

Risk Oversight. As required by our Corporate Governance Guidelines, during the orientation process for new directors, each director receives a presentation from the Company’s senior management that details the Company’s risk management policies and procedures. Our Audit Committee routinely discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. In addition, the full Board reviews the Company’s risk management program and its adequacy to safeguard the Company against extraordinary liabilities or losses on at least an annual basis. The Board is committed to having individuals experienced in risk management on the Audit Committee, as well as on the full Board.

MeetingsMeetings.. The Board of Directors met fivenine times during 2015.2016. The Board’s standing committees met the number of times shown in parentheses: Executive (0), Audit (4), Corporate Governance (4), Finance and Pension (3), and Compensation and Organization (4). The members of the Board serve on the committees described in their biographical material on pages 2-5. In 2015,2016, each incumbent director attended at least 75% of the aggregate number of meetings of the Board of Directors and committees of the Board of Directors on which such director served that have been held since the director became a member of the Board or the applicable committees. Although the Company has no formal policy regarding attendance by members of the Board of Directors at the Company’s Annual Meetings, all of the members of the Board of Directors attended the 20152016 Annual Meeting.

Director Independence. The Board of Directors has adopted Director Independence Standards which are available free of charge on the “Corporate Governance” section of the Company’s website (which appears under the “Investors” heading) atwww.stanleyblackanddecker.com. The Board of Directors has made the determination that all director nominees standing for election, except Mr. Lundgren,Loree, are independent according to the Director Independence Standards, the applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. It is the policy of the Board of Directors that every member of the Audit, Corporate Governance and Compensation and Organization Committees should be an independent director. The charters of each of these committees and the Board of Directors Corporate Governance Guidelines are available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com or upon written request to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations. Changes to any committee charter, the Director Independence Standards or the Corporate Governance Guidelines will be reflected on the Company’s website.

Executive CommitteeCommittee.. The Executive Committee exercises all the powers of the Board of Directors during intervals between meetings of the Board; however, the Executive Committee does not have the power to declare dividends or to take actions reserved by law to the Board of Directors. The Executive Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com.

Audit CommitteeCommittee.. The Audit Committee has sole authority to appoint or replace the Company’s independent auditing firm and is directly responsible for the compensation and oversight of the work of the Company’s independent auditing firm for the purpose of preparing or issuing an audit report or related work. The Audit Committee nominates the Company’s independent auditing firm, reviews the scope of the audit, approves in advance audit and non-audit services, and reviews with the independent auditors and the Company’s internal auditors their activities and recommendations, including their recommendations regarding internal controls and critical accounting policies. The Audit Committee also is involved in the selection of the lead partner on the Company’s account with its independent auditing firm, whose policies are in accordance with SEC rules requiring that the lead partner be replaced at least once every five years. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the Company’s independent auditing firm. The Audit Committee meets with the independent auditors, the internal auditors, and management, each of whom has direct and open access to the Audit Committee. The Board of Directors has made the

has made the determination that all of the members of the Audit Committee are independent according to the Director Independence Standards, the applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Audit Committee has issued a standing invitation to all members of the Board of Directors to attend Audit Committee meetings. The Board of Directors has determined that Anthony Luiso, Patrick D. Campbell, Anthony LuisoMichael D. Hankin and Marianne M. Parrs meet the requirements for being an Audit Committee Financial Expert as that term is defined in Item 407(d)(5) of Regulation S-K and that all members are financially literate under the current New York Stock Exchange listing standards. The Audit Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com.

Corporate Governance CommitteeCommittee.. The Corporate Governance Committee makes recommendations to the Board of Directors as to Board membership and considers names submitted to it in writing by shareholders as well as recommendations from third party search firms, current directors, Company officers, employees and others. The Corporate Governance Committee recommends directors for Board committee membership and committee chairs, and recommends director compensation. The procedures and processes followed by the Corporate Governance Committee in connection with the consideration and determination of director compensation are described below under the heading “Director Compensation.” The Corporate Governance Committee has taken the lead in articulating the Company’s corporate governance guidelines and establishing a procedure for evaluating Board performance. The Corporate Governance Committee also approves policy guidelines on charitable contributions. The Company’s Bylaws require that every director be a shareholder of the Company. While the Corporate Governance Committee does not have specific minimum qualifications for potential directors, all director candidates, including those recommended by shareholders, are evaluated on the same basis. In evaluating candidates, including existing Board members, the Corporate Governance Committee considers an individual candidate’s personal and professional responsibilities and experiences, the then-current composition of the Board, and the challenges and needs of the Company in an effort to ensure that the Board, at any time, is comprised of a diverse group of members who, individually and collectively, best serve the needs of the Company and its stockholders. In general, and in giving due consideration to the composition of the Board at the time a candidate is being considered, the desired attributes of individual directors are: integrity and demonstrated high ethical standards; experience with business administration processes and principles; the ability to express opinions, raise difficult questions, and make informed, independent judgments; knowledge, experience, and skills in at least one specialty area (such as accounting or finance, corporate management, marketing, manufacturing, technology, information systems, international business, or legal or governmental affairs); the ability to devote sufficient time to prepare for and attend Board meetings; willingness and ability to work with other members of the Board in an open and constructive manner; the ability to communicate clearly and persuasively; and diversity with respect to other characteristics, which may include, at any time, gender, ethnic background, geographic origin, or personal, educational and professional experience.

The Board of Directors has made the determination that all of the members of the Corporate Governance Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Corporate Governance Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website,www.stanleyblackanddecker.com.

Shareholders who wish to submit names to be considered by the Corporate Governance Committee for nomination for election to the Board of Directors should, as set forth in the Company’s Bylaws, send written notice to the Secretary of the Company to be received at its principal executive offices at least 90 days but no more than 120 days prior to the anniversary of the date on which the Proxy Statement was first mailed relating to the immediately preceding Annual Meeting, which notice should set forth (i) the name and record address of the shareholder of record making such nomination and any other person on whose behalf the nomination is being made, and of the person or persons to be nominated, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such shareholder or such other person, (iii) a description of all arrangements or understandings between such shareholder and any such other person or persons or any nominee or nominees in connection with the nomination by such shareholder, (iv) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuant to the rules of the Securities and Exchange Commission had the nominee been nominated or intended to be nominated by the Board of Directors, and shall include a consent signed by each such nominee to be named in the Proxy Statement for the Annual Meeting as a nominee and to serve as a director of the Company if so elected, and (v) a representation that such shareholder intends to appear in person or by proxy at the Annual Meeting to make such nomination.

Compensation and Organization CommitteeCommittee.. The Compensation and Organization Committee (the “Compensation Committee”), with the assistance of its compensation consultant and other advisors, periodically conducts on-going evaluations of existing executive compensation programs and administers the Company’s executive compensation plans. The Compensation Committee met four times during 20152016 and met in executive session at the end of each of those meetings to review different aspects of the Company’s executive compensation programs. The Compensation Committee has retained Pay Governance LLC as an independent compensation consultant to advise the Compensation Committee. Representatives from Pay Governance LLC were present at all of the meetings of the Compensation Committee in 2015. No management employees participated in executive sessions relating to compensation arrangements for our Chief Executive Officer. The procedures and process followed by the Compensation Committee in connection with the consideration and determination of executive compensation are described below under the heading “Executive Compensation.” The Board of Directors has made the determination that all of the members of the Compensation Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Compensation Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website,www.stanleyblackanddecker.com. The following persons served as members of the Compensation Committee during 2015:2016: Andrea J. Ayers, George W. Buckley, Carlos M. Cardoso, Benjamin H. Griswold, IV, Marianne M. Parrs and Patrick D. Campbell (Chair)., Carlos M. Cardoso, Robert B. Coutts and Marianne M. Parrs.

The Compensation Committee has retained Pay Governance, LLC as an independent compensation consultant to advise the Compensation Committee. Representatives of Pay Governance were present at all of the meetings of the Compensation Committee in 2016. The Compensation Committee reviewed its relationship with Pay Governance, considered Pay Governance’s independence, including whether there exist any potential conflicts of interest, and determined that the engagement of Pay Governance did not raise any conflict of interest or other concerns that would adversely impact Pay Governance’s independence. In reaching this conclusion the Compensation Committee considered various factors, including the six factors set forth in the NYSE listing standards regarding compensation advisor conflicts of interest and independence.

Finance and Pension CommitteeCommittee.. The Finance and Pension Committee advises in major areas concerning the finances of the Company and oversees the Company’s administration of its qualified and non-qualified defined contribution and defined benefit retirement plans. The Board of Directors has made the determination that all of the members of the Finance and Pension Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards.

Director Compensation.

The Corporate Governance Committee is responsible for recommending compensation programs for our non-employee directors to our Board of Directors. Accordingly, the Chairman of the Corporate Governance Committee annually collects market data regarding director compensation and reviews that data with the Corporate Governance Committee. The Corporate Governance Committee then considers whether, in light of that data, any changes in the amount or manner in which the Company payscompensates its independent directors is appropriate, and provides its recommendation to the full Board. The Company’s executive officers do not determine or recommend the amount or form of director compensation and the Corporate Governance Committee has not delegated its responsibility to recommend director compensation.

The compensation paid by the Company to its directors who are not employees of the Company or any of its subsidiaries consists of (i) an annual retainer of $125,000; (ii) a grant of Restricted Stock Units pursuant to the Company’s Restricted Stock Unit Plan for Non-Employee Directors valued, at the time of grant, at $125,000; and pays(iii) an allowance of up to $5,000 per year for Company products. Prior to 2017, the Company paid an additional fee of $25,000 to its Lead Independent Director. Effective January 1, 2017, with the separation of the roles of Chairman and Chief Executive Officer, the Company eliminated the Lead Independent Director position and determined that the Chairman would receive additional grants of Restricted Stock Units on a quarterly basis, with each grant valued at $50,000 on the date of grant. The Company also pays additional annual fees to those non-employee directors who serve as committee chairs and to the Lead Independent Director. The annual retainer fee paid to non-employee directors during 2015 was $125,000. In addition, fees for committee chairs were $20,000 per year for the chairs of theas follows: Audit Committee and the Compensation Committee Chairs – $20,000; and $15,000 per year for the chairs of the Corporate Governance Committee and the Finance and Pension Committee. The Lead Independent Director fee was $25,000 per year.Committee – $15,000. Non-employee directors may defer any or all of their fees in the form of Company common stock or as cash accruing interest at the five-year Treasury bill rate.

Director Compensation Table

The Company also grants itscompensation paid to each of the Company’s non-employee directors Restricted Stock Unitsduring 2016 is as follows:

Name		Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)
Andrea J. Ayers		125,000		125,000		0		0		0		0		250,000
George W. Buckley		150,000		125,000		0		0		0		0		275,000
Patrick D. Campbell		145,000		125,000		0		0		0		10,000		280,000
Carlos M. Cardoso		125,000		125,000		0		0		0		13,818		263,818
Robert B. Coutts		140,000		125,000		0		0		0		13,276		278,276
Debra A. Crew		125,000		125,000		0		0		0		0		250,000
Michael D. Hankin		87,158		125,000		0		0		0		0		212,158
Anthony Luiso		131,096		125,000		0		0		0		19,623		275,719
Marianne M. Parrs		138,890		125,000		0		0		0		9,036		272,926
Robert L. Ryan		140,000		125,000		0		0		0		10,320		275,320

Footnote to Column (c) of Director Compensation Table:
The amount set forth in column (c) reflects the grant date fair value of 1,151 restricted share-based grants, with dividend equivalent rights, pursuantthat were granted to the Company’s Restricted Stock Unit Plan for Non-Employee Directors (the “Director RSU Plan”).each director on April 20, 2016. These Awards are fully vested at the time of grant and entitle each recipient to a cash payment equal to the market value of a share of Company common stock at the time of settlement plus accrued dividends from the date of grant. The settlement date is the date specified by the director as the date, or dates, on which distributions are to be made following the date on which the director ceases to be a director of the Company. Distributions may be made in a single lump sum in the first year following the termination of the director’s service or in up to ten equal annual installments, at the election of the director. On April 16, 2015,The aggregate grant date fair value associated with the 2016 equity awards determined in accordance with FASB Codification Topic 718—Stock Compensation was $1,250,000.

Footnote to Column (g) of Director Compensation Table:
The amount set forth in column (g) reflects (i) the cost to the Company of providing products to the Directors under the Directors Product Program; (ii) payments made to Mr. Luiso pursuant to a retirement program applicable to directors of The Black & Decker Corporation who were elected directors prior to 1994 and served on the Black & Decker Board of Directors for at least five years; and (iii) amounts the Company contributed under its Matching Gift Program to match charitable contributions made by Directors. The Company’s Matching Gift Program applies to all employees, retirees and directors of the Company; pursuant to that Program, the Company matched up to $10,000 of total gifts made by a participant to qualified charitable organizations during 2016. The Company has increased the amount that will be matched for all participants to $20,000 for 2017.

Director Equity Award Table

The aggregate number of stock awards and the aggregate number of option awards outstanding at fiscal year-end for each non-employee director ofis as follows:

Name			Aggregate Stock-Related Awards Outstanding (#)		Aggregate Option Awards Outstanding (#)
Andrea J. Ayers			2,442		0
George W. Buckley			10,676		0
Patrick D. Campbell			12,676		0
Carlos M. Cardoso			14,676		0
Robert B. Coutts			14,676		0
Debra A. Crew			4,018		0
Michael D. Hankin			1,151		0
Anthony Luiso			8,885		0
Marianne M. Parrs			14,676		0
Robert L. Ryan			10,676		0

Footnote to Director Equity Award Table
The Aggregate Stock-Related Awards reported in the Company received 1,291table above are Restricted Stock Units with dividend equivalent rights pursuantawarded under the Company’s Restricted Stock Unit Plan for Non-Employee Directors. The terms of these awards are described above in footnote (c) to the Director RSU Plan.Directors’ Compensation Table. Non-Employee Directors may alsoare not eligible to receive Company products with an aggregate value of up to $5,000 annually.stock options under the Company’s existing equity plans.

Stock Ownership Policy for Non-Employee DirectorsDirectors.. The Board maintains a Stock Ownership Policy for Non-Employee Directors, a copy of which can be found on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com. Pursuant to that policy, Directors are required to defer their fees in the form of Company common stock until they acquire, and maintain in accordance with the Policy, shares having a value equal to 500% of the annual cash retainer.retainer within five years of becoming a director. Directors are expected to defer their fees in the form of Company common stock until they have met this requirement.

Executive Sessions and Communications with the Board. Pursuant to the Corporate Governance Committee Charter,Guidelines, the Lead Independent Directornon-management Directors meet in executive session at the end of each Board meeting. The Chairman presides over executive (non-management) meetings of the Board.these meetings. Shareholders or others wishing to communicate with the Lead Independent Director,Chairman, the Board generally, or any specific member of the Board of Directors may do so by mail addressed to Stanley Black & Decker, Inc., c/o Corporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053, or by calling the Company’s Ethics Hotline, an independent toll-free service, at 1-800-424-2987 (extension 53822).

Business Conduct GuidelinesGuidelines.. The Company has adopted a worldwide set of Business Conduct Guidelines applicable to all of its directors, officers and employees and a Code of Ethics for the Chief Executive Officer and senior financial officers. Copies of these documents are available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com or otherwise upon written request addressed to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations.

Director Continuing Education. The Company regularly provides directors with continuing education on a variety of topics. In 2015,2016, subjects covered with Board members included current trends in corporate governance, executive compensation, cyber security, intellectual property protection, the digital revolution and enterprise risk management.social responsibility. In addition, the Company provided all directors with a subscription toAgenda,, a weekly publication that focuses on governance issues of interest to directors of public companies.

Related Party Transactions. Pursuant to the Company’s Business Conduct Guidelines, employees, officers and directors are required to bring any potential conflict of interest, including any proposed related party transaction involving a related person as that term is defined in Item 404(a) of Regulation S-K (“Related Person”), to the attention of the General Counsel. The General Counsel obtains the facts to determine whether a conflict or potential conflict exists and determines the appropriate action in consultation with appropriate members of management. Where a proposed transaction involves a Related Person, the General Counsel discusses the reasons for the transaction with appropriate members of management. In the event management believes it is in the best interest of the Company to proceed with the transaction, the proposed transaction is brought to the attention of the Board for its review and approval.

Security Ownership of Certain Beneficial Owners

No person or group, to the knowledge of the Company, owned beneficially more than five percent of the outstanding common stock of the Company as of February 19, 2016,17, 2017, except as shown in this table.table.

(2) Name and address of

(3) Amount and nature of

(4) Percent of

(1) Title of class

beneficial owner

beneficial ownership

class

(2) Name and address of beneficial owner

(3) Amount and nature of beneficial ownership

(4) Percent of class

Common Stock

BlackRock, Inc.

11,614,948

(9,473,246 sole voting

7.8%

BlackRock, Inc.

9,455,081

(7,938,301 sole voting power;

6.3%

$2.50 par value

55 East 52ndStreet

power; 11,614,948 sole

55 East 52ndStreet

9,455,081 sole dispositive power)

New York, NY 10055

dispositive power)

New York, NY 10055

Common Stock

The Vanguard Group

10,312,477

(277,338 sole voting

6.88%

JP Morgan Chase & Co.

12,810,720

(11,242,311 sole voting power;

8.5%

$2.50 par value

100 Vanguard Blvd.

power; 15,600

270 Park Avenue

81,934 shared voting power;

Malvern, PA 19355

shared voting power;

New York, NY 10017

12,636,049 sole dispositive power;

10,016,477 sole

170,411 shared dispositive power)

dispositive power;

Common Stock

State Street Corporation

7,585,442

(7,585,442 shared voting power;

5.0%

$2.50 par value

State Street Financial Center

7,585,442 shared dispositive power)

296,000 shared

One Lincoln Street

dispositive power)

Boston, MA 02111

Common Stock

The Vanguard Group

11,517,741

(236,905 sole voting power;

7.6%

$2.50 par value

100 Vanguard Blvd.

26,725 shared voting power;

Malvern, PA 19355

11,256,749 sole dispositive power;

260,992 shared dispositive power)

*	The information in the foregoing table is drawn from Schedule 13G reports filed with the Securities and Exchange Commission on or before February 19, 2016.17, 2017.

Security Ownership of Directors and Officers

Except as reflected in the table below, no director, nominee, or executive officer owns more than 1% of the outstanding common stock of the Company. As of February 19, 2016,17, 2017, the executive officers, nominees, and directors as a group owned beneficially 1.8%1.15% of the outstanding common stock. The following table sets forth information regarding beneficial ownership as of February 19, 201617, 2017 with respect to the shareholdings of the directors, nominees for director, each of the executive officers named in the table on page 28,29, and all directors, nominees for director, and executive officers as a group. Except as noted below, the named individual has sole voting and investment power with respect to the shares shown.

		Common Shares				Percent of
Name		Owned				Class Owned		Common Shares Owned				Percent of Class Owned
Donald Allan, Jr.		135,375		(1)(6)		*		135,736		(1)(6)		*
Jeffery D. Ansell		57,269		(1)(4)(5)		*		59,875		(1)(4)(5)		*
Andrea J. Ayers		1,330		(3)		*		2,481		(3)		*
George W. Buckley		15,351				*		15,351				*
Patrick D. Campbell		13,858		(3)		*		15,439		(3)		*
Carlos M. Cardoso		13,764		(3)		*		14,039		(3)		*
Robert B. Coutts		16,447		(3)		*		18,034		(3)		*
Debra A. Crew		2,823		(3)		*		4,004		(3)		*
Benjamin H. Griswold, IV		50,000				*
Michael D. Hankin		0				*		1,645		(3)		*
James M. Loree		566,820		(1)(2)(4)		*		691,013		(1)(2)(4)		*
Anthony Luiso		76,206		(3)		*		77,524		(3)		*
John F. Lundgren		1,040,369		(1)(2)		*
Marianne M. Parrs		8,385		(3)(5)		*		8,473		(3)(5)		*
Jaime A. Ramirez								60,197		(1)(4)		*
Robert L. Ryan		11,154		(3)(5)		*		12,595		(3)(5)		*
John H. Wyatt		70,374		(1)		*		92,233		(1)(2)		*
Directors, nominees and executive officers as a group (28 persons)		2,713,509		(1)–(6)		1.8	%
Directors, nominees and executive officers as a group (24 persons)								1,748,116		(1)–(6)		1.15%

*		Less than 1%
(1)		Includes shares that may be acquired through the exercise of stock options on or before April 19, 201620, 2017 as follows: Mr. Allan, 70,000; Mr. Ansell, 30,000;45,000; Mr. Loree, 240,850;275,000; Mr. Lundgren, 262,500;Ramirez, 37,500; Mr. Wyatt, 37,162;34,412; and all executive officers as a group, 864,413.691,287. Includes shares to be delivered pursuant to the Company’s 20132014 – 20152016 performance award program on February 22, 2017 as follows: Mr. Allan, 8,691;7,973; Mr. Ansell, 7,997;7,674; Mr. Loree, 25,936;19,514; Mr. Lundgren, 50,640;Ramirez, 4,305; Mr. Wyatt, 3,324;3,484; and all executive officers as a group, 126,724. 67,750.
(2)		Includes stock options that would vest upon retirement as follows: Mr. Loree, 125,000;279,199; Mr. Lundgren, 187,500;Wyatt, 30,000; and all executive officers as a group, 509,375.484,199. Includes RSUs that would vest upon retirement as follows: Mr. Loree, 34,525;36,394; Mr. Lundgren, 51,787;Wyatt, 37,280; and all executive officers as a group, 140,933. 117,024.
(3)		Includes the share accounts maintained by the Company for those of its directors who have deferred director fees as follows: Ms. Ayers, 1,330;2,481; Mr. Campbell, 13,858;15,439; Mr. Cardoso, 13,764;14,039; Mr. Coutts, 16,447;18,034; Ms. Crew, 2,823;4,004; Mr. Hankin, 745; Mr. Luiso, 9,714;11,032; Ms. Parrs, 4,385;4,473; Mr. Ryan, 9,093;10,534; and all directors as a group, 71,415. 80,781.
(4)		Includes shares held as of February 19, 201617, 2017 under the Company’s savings plan (the Stanley Black & Decker Retirement Account Plan), as follows: Mr. Ansell, 1,306;1,323; Mr. Loree, 699;708; Mr. Ramirez, 5; and all executive officers as a group, 5,159. 5,027.
(5)		Includes shares held through revocable trusts as follows: Mr. Ansell, 35,456; Mr. Ryan, 2,061; and shares held through Grantor Retained Annuity Trusts as follows: Ms. Parrs, 3,800.
(6)		Includes restricted share unit accounts maintained by the Company as follows: Mr. Allan, 4,000; and all executive officers as a group, 4,000.

Audit Committee Report

In connection with the financial statements for the fiscal year ending January 2,December 31, 2016, the Audit Committee: (1) reviewed and discussed the audited financial statements with management; (2) discussed with the Company’s independent auditorsregistered public accounting firm, Ernst & Young LLP, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and (3) has received the written disclosures and the letter from the independent accountantErnst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’sErnst & Young’s communications with the Audit Committee concerning independence,independence; has considered the compatibility of non-audit services with Ernst & Young’s independence; and has discussed Ernst & Young’s independence with the independent accountant the independent accountant’s independence.Ernst & Young. Based upon these reviews and in reliance upon these discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the last fiscal year for filing with the Securities and Exchange Commission.

Audit Committee Anthony Luiso

Marianne M. Parrs (Chair)

George W. Buckley

Patrick D. Campbell Benjamin H. Griswold, IV Marianne M. Parrs

Michael D. Hankin

Anthony Luiso

Compensation and Organization Committee Report

The Compensation and Organization Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on this review and discussion, the Compensation and Organization Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement and its Annual Report on Form 10-K.

Compensation and Organization Committee

Patrick D. Campbell (Chair)

Andrea J. Ayers

George W. Buckley

Carlos M. Cardoso Benjamin H. Griswold, IV

Robert B. Coutts

Marianne M. Parrs

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

This CD&A will provide you with an overview and explanation of:

●	our compensation programs and policies for our named executive officers;
●	the material compensation decisions made by the Compensation Committee under those programs and policies; and
●	the material factors that the Compensation Committee considered in making those decisions.

EXECUTIVE SUMMARY

Fiscal 20152016 Business Highlights

The Company’s performance was strong in 2015, with a 10% increase in diluted earnings per share from continuing operations, 9.2Company delivered record EPS of $6.51 and 10.6 working capital turns during 2016. Other metrics also were strong, with organic sales growth of 6%4%, and continued strong operating cash flow. This strong performance is reflected in our share price, which increased from a closing price of $96.02 on the last day of the 2014 fiscal year to $106.73 on the last day of the 2015 fiscal year to $114.69 on the last day of the 2016 fiscal year. Our strong performance has allowed us to return capital to our shareholders through a dividend increase and share repurchases, and translated into a total shareholder return (“TSR”) of 13%10% for the 20152016 fiscal year.

Also in 2016, the Company launched the DEWALT FLEXVOLT™ Battery System, the first major output of a Company-wide breakthrough innovation initiative. Sales of DEWALT FLEXVOLT™ products, coupled with strong commercial execution, helped fuel 7% organic growth for the Tools & Storage business during 2016.

CEO Transition

On July 31, 2016, after twelve years as the Company’s Chief Executive Officer, John Lundgren retired from his position as Chief Executive Officer of the Company. James M. Loree, who has been with the Company since 1999 and served most recently as the Company’s President and Chief Operating Officer, was promoted to Chief Executive Officer and appointed a member of the Board of Directors. To facilitate this transition, John Lundgren will continue in the employ of the Company as a Special Advisor through April 30, 2017.

Performance Over the Last Three Years

Approximately halfA substantial portion of our long term incentive awards to named executive officers are based on three year performance cycles; the balance are equity awards that vest over a four year period. Over the last three fiscal years, we have seen revenue growth approaching 12%5%, from $10.0$10.9 billion for the 20122013 fiscal year to $11.2$11.4 billion in 2015,2016, an increase in our share price from a closing price of $73.97$81.01 on the firstlast business day of our 2013 fiscal year to a closing price of $106.73$114.69 on the last business day of the 20152016 fiscal year; and a total shareholder return,annualized TSR (which includes both growth in share price and the impact of reinvested dividends), over this three year period, of 51%16%.

Performance Since Announcement of the Merger with Black & Decker

Equity awards that vested during 2015 included awards granted to certain executives in connection with the 2010 Merger of The Stanley Works and The Black & Decker Corporation. Those of our shareholders who held shares in either company when we announced the Merger in November 2009 have seen significant return on their investment, as the chart below reflects.

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Our Pay-for-Performance Philosophy

Our compensation programs are designed to incentivize our employees to achieve or exceed objective financial goals established for the Company and deliver superior returns to our shareholders. As depicted in the charts below, approximately 75% – 90%85% of our executives’ target compensation opportunity is variable and is tied directly to the achievement of financial goals or share price performance. The result has been strong pay for performance alignment.

CEO / COOCEO*		Senior Vice PresidentsOther Named Executive Officers

*	CEO compensation does not include compensation of John Lundgren, who retired as CEO effective July 31, 2016.

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The rewards earned by our executives in 20152016 reflect our achievement relative to our pre-established goals, including:

●

Pay and Performance: Considering all elements of compensation (salary, annual incentives, performance units and an annual portion of our long-term retention grants), we found that our executives’ pay is strongly aligned with our compensation philosophy as well as our operational and total shareholder return (“TSR”) performance, measured relative to our compensation peer group.

○	Pay Opportunity: Total compensation opportunity for our named executive officers is targeted to and reasonably aligned with the 50th percentile of our peer group. Individual salariestotal compensation opportunities may exceed or trail the median for a variety of reasons, including performance considerations, experience level, length of service in current position, additional responsibilities, value to the Company beyond the core job description, or retention risk.
○	Pay and Performance: Considering all elements of compensation (salary, annual incentives, performance units and an annualized portion of any long-term retention grants), our executives’ pay is strongly aligned with our compensation philosophy as well as our operational and TSR performance, measured relative to our compensation peer group. An analysis of realizable pay, as a percentage of targeted pay opportunity, over the most recently available three-year period (2012(2013 – 2014)2015) for the Chief Executive Officer and other named executive officers showed strongreasonable alignment with our TSR performance. In this three-year period, in which our TSR and pro-forma composite financial performance were at the 17th61st and 32nd49th percentile, respectively, CEO realizable pay was at the 31st69th percentile in our peer group. Realizable pay for our other named executive officers, in the aggregate, was at the 63rd percentile relative to our compensation peers; excluding the special retention awards made to Messrs. Allan and Ansell in 2014, it was at the 44th percentile.

●	Annual Incentive Compensation – Management Incentive Compensation Awards (“MICP Awards”):The Company’s performance in 20152016 resulted in a weighted payout across all measures of 134.9%85.4% – 153.7%196.1% of target for the Company’s named executive officers, as detailed on page 19.20.
●	Long-Term Incentives – Performance Units: The Company’s performance during the 20132014 – 20152016 performance cycle resulted in a weighted average goal achievement across all measures of 110.1%172.7% of target, as detailed on page 23.24. Over the three year performance period we achieved TSR at the 6786th percentile of theour LTIP peer group.
●	Long-Term Incentives – Time Based Stock Awards (Restricted Stock Units) and Stock Options: We also provide our executives an annual equity grant, comprised of time-vested restricted stock units and stock options, which represents approximately one-third of targetthe annual total paycompensation opportunity for our named executive officers, on average, and supports the retention and stability goals within our program while also maintaining alignment with shareholders as the value of restricted stock units and stock options is tied to our share price.

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Strong Governance Practices

Our Compensation Committee has implemented executive compensation policies and practices that align with market-leading best practices:

✓	RigorousRobust stock ownership guidelines of 10x6x base salary for our Chairman and Chief Executive Officer, 5x for our President and Chief Operating Officer and Chief Financial  Officer, and 3x for all other executive officers.
✓	Holding period requirement of one year after vesting of restricted stock units or the exercise of stock options to  further align executive ownership with shareholder returns.
✓	Company will not enter into change-in-control severance arrangements that contain excise tax gross-ups and does not provide tax gross-ups on perquisites.
✓	New Change in Control Severance agreements executed with Messrs. Lundgren and Loree in connection with Mr. Lundgren’s retirement and Mr. Loree’s promotion to CEO removed tax gross-up provisions that appeared in legacy agreements.
✓	Double trigger vesting provisions requiring both the occurrence of a change in control of the Company and termination of employment in order for replacement awards to vest under our annual Management Incentive Compensation Plan and our Long-Term Incentive Compensation Plan.
✓	Compensation program risk assessment conducted annually and reviewed by the Compensation Committee.
✓	Policy regarding forfeiture of incentive awards in the event of a financial restatement under certain circumstances.
✓	Policies prohibiting hedging and discouraging pledging of Company stock.
✓	Executive compensation opportunity is benchmarked at the 50th percentile of our peers.

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✓	Chief Executive Officer long-term incentive compensation mix historically has been at least 50% performance units.
✓	Dividend equivalents are paid on equity compensation awards only if the underlying award is earned or vested.
✓	Long-Term Incentive Compensation Plan expressly prohibits option re-pricing and cash buyouts of “out-of-the-money” options without shareholder approval.
✓	Realizable pay analysis is conducted to demonstrate the impact of performance on pay actually realizable to our Named Executive Officers.
✓	Internal pay ratio between our Chairman and Chief Executive Officer and our President and Chief Operating Officer is not excessive.

Say on Pay Advisory Vote Outcome

The Board has reviewed current views on corporate governance best practices and considered the strong shareholder support forresults of our programs as evidenced by the Say on Pay vote in each of the last three years, in which over 94%93% of those who voted supported our Management Say on Pay proposal, and determined that our executive compensation programs are designed to reward pay for performance. Based on the strong shareholder support for our compensation programs over the last three years, the Company has not made any significant changes to our executive compensation programs.

At the 20162017 Annual Meeting of Shareholders, we will again hold an advisory vote to approve executive compensation. The Compensation Committee will continue to consider the results of these annual advisory votes in the governance and design of executive compensation programs as it evaluates what is in the best interest of the Company’s shareholders.

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HOW WE DETERMINE EXECUTIVE COMPENSATION

Our Compensation Philosophy

The Compensation Committee believes that aggregate expenditures for executive base salaries should be managed to the median of salary expenditures when compared to comparable companies. The Compensation Committee also believes that annual and long-term incentive compensation expenditures should be targeted at median market levels. Targeting the market median, while giving executives the opportunity to earn more (or less) than this amount based on Company performance, helps to ensure that the Company can attract and retain the high caliber of executive talent it seeks. In 2015,2016, the Compensation Committee reviewed market data and other information presented by Pay Governance LLC (“Pay Governance”), its compensation consultant, and by Willis Towers Watson. The Compensation Committee found that, on average for the named executive officers, annual compensation (at target opportunity) was slightly abovealigned with the intended median positioning.

			Base Salary		Target Total Cash		Target Total Compensation
	Targeted Positioning		median		median		median
	Actual Positioning vs.
	Peer Group		At the median		3% above median		9% above median		3%1% above median

Use of Peer Companies and Benchmarking

Our Compensation Committee annually reviews market data compiled by Willis Towers Watson to ensure that compensation levels are in line with the labor markets in which we compete for executive talent. The primary set of market data comes from the compensation information publicly filed by the following 16 companies listed below (our “Peer Group”). In determining which companies should be included in our Peer Group for compensation purposes, the Committee considered several factors, including the revenue, market capitalization and industry.

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The median 20152016 revenue of these 16 companies was $12$13.5 billion, and the median market cap as of the end of 20152016 was $13.2$17.8 billion, as compared to 20152016 revenue for the Company of $11.2$11.4 billion and market cap for the Company at the end of 20152016 of $16.4$17.3 billion.

Cummins, Inc.†	Newell Brands Inc.*
Danaher Corp.	Newell RubbermaidParker Hannifin Corporation
Dover Corp.	Parker HannifinRockwell Automation, Inc.†
Eaton Corp.	Sherwin WilliamsThe Sherwin-Williams Company
Emerson Electric Co.	SPX Corp.*Textron Inc.
Illinois Tool Works, Inc.	TextronTyco International plc**
Ingersoll-Rand	Tyco International
Jarden Corp. plc	Whirlpool Corp.
Masco Corp.	W.W. Grainger, Inc.

*† Cummins, Inc. was added to the Company’s Peer Group in 2016 to replace SPX Corp., which had split into two companies during 20152015. Rockwell Automation was added to replace Jarden Corp., which was acquired by Newell Rubbermaid. * formerly Newell Rubbermaid ** Johnson Controls purchased Tyco International plc in 2016 and, accordingly, the Company is evaluating a replacement for SPXTyco International in its Peer Grouppeer group for future years.

TheseThe data pointsderived from the peer group create ranges of compensation values that the Compensation Committee considers in setting executive salary levels and incentive opportunities that are consistent with the Company’s overall objectives. The benchmark data reviewed by the Compensation Committee are statistical summaries of the pay practices at these companies and are not representative of the compensation levels at any one organization.

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Role & Process of the Compensation Committee

In developing and maintaining appropriate compensation programs and target compensation levels for our executive officers, including our named executive officers, the Compensation Committee:

		Annually reviews detailed compensation data for each named executive officer. The data includes an overview of annual compensation and benefit values offered to each executive, the value of all outstanding equity awards, the accrued value of retirement benefits, and the amount of the Company’s other obligations in the event the executive’s employment terminates under various circumstances, including death, disability, involuntary termination without cause, or in connection with a change in control of the Company.
Monitors and Evaluates Executive Compensation
		Each year, the Compensation Committee reviews an analysis prepared by Willis Towers Watson of actual compensation received by the named executive officers and also the compensation realizable by our Chairman and Chief Executive Officer in relation to the performance of the Company. Based on the results of this assessment and within the broader framework of the Company’s annual and long-term financial results, the Compensation Committee, in consultation with our compensation consultants, assesses whether the Company’s incentive programs are working as intended and paying for performance.
Annually Reviews the Company’s Financial Performance

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		The Compensation Committee discusses compensation matters, other than those pertaining to the Chairman and Chief Executive Officer, with our Chairman and Chief Executive Officer and other management representatives, and meets in executive session with our independent compensation consultant, without management present, to evaluate management’s input. The Compensation Committee also solicits comments from other Board members regarding its recommendations at regularly scheduled Board meetings.
Discusses Compensation Matters
		Performance goals for our performance award programs are recommended by management based on the Company’s historical performance, strategic direction, and anticipated future operating environment, and are generally established during the first quarter of a performance cycle. These goals are tied to the Company’s strategic business plan and operating budget, which are approved by our Board at or prior to the time the goals are set. The Compensation Committee evaluates the appropriateness of the proposed goals, and from time to time requests our independent compensation consultant to opine on the degree of difficulty inherent in achieving those goals. The Compensation Committee has final authority over goal-setting and approves the goals, and presents them to the Board for approval, when satisfied that they are set at reasonable but appropriately challenging levels.
In Consultation with the Board, Establishes Performance Goals for the Company’s Short-Term and Long- TermLong-Term Performance Award Programs

Role of Independent Compensation Consultant

To enhance the Compensation Committee’s ability to perform its responsibilities, the Compensation Committee has for several years retained the services of an independent compensation consultant. The Compensation Committee has retained Pay Governance to consult and advise on executive compensation issues since October 2011.

As advisor to the Compensation Committee, Pay Governance:

●	reviewed the total compensation strategy and pay levels for the Company’s named executive officers,officers;
●	examined all aspects of the Company’s executive compensation programs to ensure their ongoing support of the Company’s business strategy,strategy;

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●	informed the Compensation Committee of developing legal and regulatory considerations affecting executive compensation and benefit programs,programs; and
●	provided general advice to the Compensation Committee with respect to compensation decisions pertaining to the Chairman and Chief Executive Officer and senior executives.

Pay Governance works exclusively forIn addition to the services provided to the Compensation Committee, Pay Governance periodically provides information and advice to the Corporate Governance Committee regarding the compensation of the Company’s independent directors. Pay Governance provides no other services to the Company. As described in more detail on page 8, the Compensation Committee has determined that Pay Governance is independent and that there is no conflict of interest between Pay Governance and the Compensation Committee.

DISCUSSION OF OUR 20152016 EXECUTIVE COMPENSATION PROGRAM

Compensation Basics

The purpose of our executive compensation program is to attract and retain talent and to reward our executives for performance that benefits the Company and its shareholders. To that end, we seek to compensate our executives in a manner that:

●	iscompetitive;
●	rewards performance that creates shareholder value, while maintaining an appropriate balance between profitability and operational stability; and
●	encourages executives to drive efficiencies by using capital judiciously.

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Type	Objective
Base Salary	Reflect the skill and experience that our executive officers contribute to the Company on a day-to-day basis.
Annual Incentive Compensation	Balance the complementary short-term goals of profitability and stability.
Long-term Incentives	Incentivize executives to achieve sustainable performance results and maximize long-term shareholder value.

Our Compensation Philosophy & Goals

The Compensation Committee believes that a significant portion of each executive officer’s compensation opportunity should be variable in order to ensure that median or above-median compensation is delivered only when business results are strong and we have created value for our shareholders.

●	The Compensation Committee also believes, however, that it is important to pay base salaries that relate appropriately to each executive’s level of responsibility, talent and experience in order to provide financial predictability to the individual.
●	As illustrated in the Executive Summary, the mix of compensation between base salary, annual management incentive compensation and annual long-term incentive awards is targeted such that approximately 75% - 90%85% of our named executive officers’ target total annual compensation is variable and dependent on performance results.
●	The Compensation Committee believes this mix provides an appropriate balance between the financial security required to attract and retain qualified individuals and the Compensation Committee’s goal of ensuring that executive compensation rewards performance that benefits our shareholders over the long term.

How the Elements of Our Compensation Program Work

1. BASE SALARIES

The base salaries of our named executive officers are aligned with median market levels. Individual salaries may exceed or trail the median for a variety of reasons, including performance considerations, experience level, length of service in current position, additional responsibilities, value to the Company beyond the core job description, or retention risk.

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2. ANNUAL INCENTIVE COMPENSATION – MANAGEMENT INCENTIVE COMPENSATION PLAN

All of our executive officers, including the named executive officers, participate in annual incentive compensation programs under the Company’s 2012 Management Incentive Compensation Plan (“2012 MICP”). These programs are designed to:

●	balance the complementary short-term goals of profitability and operational stability; and
●	encourage our executives to maximize profitability and efficiency.

Target awards are set as a percentage of each officer’s base salary in effect at the beginning of the performance period

MICP metrics and resulting performance are based upon normalized earnings

MICP payouts vary from 0% to 200% of the target bonus opportunity depending on actual performance

Our named executive officers won’t receive a payout for a particular MICP metric in the event actual performance falls below threshold for that metric

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For 2015,2016, the named executive officer target bonus opportunities (as a percentage of base salary) were as follows:

	Mr. Lundgren	150%
	Mr. Loree	100%
	Mr. Allan	100%
	Mr. Ansell	100%
	Mr. Ramirez	70%
	Mr. Wyatt	50%70%

The 20152016 MICP program measures included:

●	earnings per share (“EPS”) weighted at 40%;
●	cash flow multiple (operating cash flow less capital expenditures divided by net earnings) weighted at 40%; and
●	organic sales growth (sales growth excluding foreign exchange and acquisition/divestiture impacts) weighted at 20%.

The Compensation Committee believes appropriate weighting of these three metrics supports the objective of maximizing profitability, efficiency and growth while promoting operational stability in our annual operating condition, as EPS, cash flow and organic sales growth are essential for the growth of high quality earnings and to sustain our strong financial condition.

Executives with group or divisional responsibility have additional goals that can include such measures as divisional operating margin, working capital management and division organic sales. The Compensation Committee believes including these measurements for those with group or divisional responsibility, and providing appropriate weight among all such metrics for these executives, provides incentive for such executives to exercise financial discipline while growing their businesses and to bear in mind the interests of the Company as a whole, rather than only those of the groups or divisions they oversee, as part of the decision making process.

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MICP Payout for 20152016 Performance

The corporate performance goals and results applicable to the MICP award program for the 20152016 performance period are illustrated below:

	EPS		Cash Flow Multiple		Organic Sales Growth

								2015 Actual
		Threshold		Target		Maximum		Result		Threshold		Target		Maximum		2016 Actual Result
EPS (GAAP)		$5.46		$5.75		$6.04		$5.92		$5.80		$6.10		$6.40		$6.51
Cash Flow Multiple		90%		105%		120%		98.6%		85%		100%		115%		118%
Organic Sales Growth		2.7%		3.7%		4.7%		5.5%		2.2%		3.2%		4.2%		3.8%

The weighting applied to each of these measures, potential bonus payouts and the bonuses actually earned by each of our named executive officers for 20152016 performance are set forth in the table below. The bonuses earned by Messrs. Ansell, Wyatt and WyattRamirez are based on the corporate results set forth above and the results of the Tools & Storage business (for Mr. Ansell), Engineered Fastening business (for Mr. Wyatt), and Global Emerging Markets business (for Mr. Ramirez),

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weighted as reflected in the table below. The specific divisional operating margin, working capital and organic sales percent goals and results are not disclosed as the disclosure of such information would result in competitive harm to the Company and would be of limited additional use to investors. The Company generally does not disclose goals and results for specific divisions.

		Weighting of Measures
		Corporate						Group						Potential Bonus Payouts						Weighted Avg.
																				Payout Earned on				Weighting of Measures
				Cash		Organic		Operating		Working		Organic								All Measures				Corporate						Group						Potential Bonus Payouts
		EPS		Flow		Sales		Margin		Capital		Sales		Threshold		Target		Maximum		(% of target)		Payout		EPS		Cash Flow		Organic Sales		Operating Margin		Working Capital		Organic Sales		Threshold		Target		Maximum		Weighted Avg. Payout Earned on All Measures (% of target)		Payout
John F. Lundgren		40%		40%		20%		0%		0%		0%		$1,012,500		$2,025,000		$4,050,000		134.9%		$2,731,725		40%		40%		20%		0%		0%		0%		$1,012,500		$2,025,000		$4,050,000		192.3%		$3,894,075
James M. Loree		40%		40%		20%		0%		0%		0%		$405,000		$810,000		$1,620,000		134.9%		$1,092,690		40%		40%		20%		0%		0%		0%		$420,000		$840,000		$1,680,000		192.3%		$1,615,320
Donald Allan, Jr.		40%		40%		20%		0%		0%		0%		$312,500		$625,000		$1,250,000		134.9%		$843,125		40%		40%		20%		0%		0%		0%		$327,500		$655,000		$1,310,000		192.3%		$1,259,565
Jeffery D. Ansell		20%		20%		10%		25%		15%		10%		$312,500		$625,000		$1,250,000		137.4%		$858,750		20%		20%		10%		25%		15%		10%		$332,500		$665,000		$1,330,000		196.1%		$1,304,065
Jaime A. Ramirez																								10%		10%		5%		35%		15%		25%		$145,250		$290,500		$581,000		184.2%		$535,101
John H. Wyatt		10%		10%		5%		35%		15%		25%		$135,000		$270,000		$540,000		153.7%		$414,990		10%		10%		5%		35%		15%		25%		$184,532		$369,064		$738,128		85.4%		$315,181

3. LONG-TERM INCENTIVE COMPENSATION

The Compensation Committee believes that establishing a culture of stock ownership is an effective way to incentivize executives to achieve sustainable performance results and maximize long-term shareholder value.

●	To that end, the Company is authorized to grant equity-based awards, including stock options, time-vesting restricted shares or units (“RSUs”), and performance-vesting shares or units (“performance units”) under its 2013 Long-Term Incentive Plan.
●	The Compensation Committee believes that the mix of stock options, RSUs and performance units places a substantial portion of compensation at risk and effectively links equity compensation values to shareholder value creation and financial results.

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In 2015,2016, the Company granted stock options, RSUs and performance units to its named executive officers as part of their regular compensation packages. The chart below summarizes the key elements of our long-term incentive compensation program:

Restricted Stock Units & Stock Options	●	The Compensation Committee believes stock options and RSUs are useful vehicles for rewarding  management for successful share price appreciation, aligning their interests with shareholders,  and bolstering retention.
	●	Stock options and RSUs vest in four equal annual installments on each of the first  four anniversaries of the grant date.
	●	Stock options expire 10 years from the grant date.

Performance Units	●	Performance units are a key component linking pay with performance and aligning  managementmanagement’s interests with the Company’s key strategic initiatives.
	●	Designed to pay out at market-competitive levels only when we achieve and sustain profitability and market return goals over three years.
	●	40% of performance unit payouts are contingent upon improvement in CFROI,cash flow return on investment (“CFROI”), 35% on EPS growth, and 25% on TSR relative to our peers.
	●	The weighting of these goals is designed to encourage participants to focus first on cash flow return on investment, second on long-term profitability, and third on value creation relative to our peers.
	●	This approach recognizes that stock returns typically take longer to develop versus earnings and  that relative TSR, while an important assessment of long-term performance, is not as directly influenced by our management team.

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How We Determine Performance Criteria

In 2014,Under our long term performance programs, performance units will be earned or forfeited following the Compensation Committee revisitedconclusion of a three-year performance cycle depending on the achievement of pre-established EPS and CFROI performance goals for each year in the cycle and a three-year cumulative TSR goal. Commencing with the 2016-2018 performance units,cycle, EPS and replacedCFROI goals are weighted such that achievement of these goals in the goal based on return on capital employed (“ROCE”) with a goal based on cash flow return on investment (“CFROI”).first and second years of the program will carry more weight than achievement of these goals in the third year of the program.

●	This change was made to align the performance goals for the 2014 – 2016 performance period with the Company’s objectives, by encouraging participants to give greater weight to the projected cash flow return in relation to the cost of capital when considering investments.
●	When making this change, the Compensation Committee determined that the CFROI goals would be no easier to achieve than the ROCE goals that had been established for prior performance cycles.
●	Like the performance units for the performance period commencing in 2014, performance units for the performance period commencing in 2015 will be earned or forfeited following the conclusion of a three year performance cycle depending on the achievement of pre-established EPS and CFROI performance goals for each year in the cycle and a three-year TSR goal.

The Compensation Committee includes EPS as a performance goal in both the annual incentive and long-term performance award program because it believes EPS is a critical driver of shareholder value that must be balanced over both near- and longer-term time horizons.

●	The Compensation Committee does not want managers pursuing other short- or long-term goals without considering the effect of such goals on EPS.
●	The Compensation Committee also believes that using EPS as one of the goals in annual incentives provides the Compensation Committee with flexibility to adjust short-term goals to reflect existing market conditions without losing the motivational and retentive value of the long-term performance award.

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●	Because each of the annual EPS goals contained in a given three-year long-term performance cycle is established in the first year of the cycle and the EPS goal for MICP is established each year, the target EPS goals for the second and third years of the long-term performance cycle are not likely to be the same as the target EPS goals for the corresponding years’ MICP programs.
●	Even in the first year of a cycle, when target EPS goals will match, the threshold and maximum EPS metrics will not be the same for annual and long-term awards because the range below and above target annual EPS is narrower for MICP awards than for long-term performance awards.
●	The Compensation Committee believes that the tighter range below and above target EPS for the MICP program is appropriate primarily due to the one-year time horizon.

TheCFROI computation is defined as cash from operations plus after-tax interest expense divided by the two-point average of debt plus equity. Including this measure helps align performance goals with the Company’s objectives, by encouraging participants to give greater weight to the projected cash flow return in relation to the cost of capital when considering investments.

TheTSR calculation is based on an annualized rate of return reflecting share price appreciation and dividends paid during the measurement period with starting and ending prices measured as 20-day averages to account for daily trading volatility.

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While we may re-evaluate the measures used in the performance unit program in the future, or the weighting of those measures, we believe that CFROI, EPS, and TSR currently provide effective tools for measuring the value we create and sustain, assessing our achievement of strategic goals, and evaluating our long-term performance and potential.

		Performance goals for each performance cycle are recommended by management based on the Company’s historical performance, strategic direction, and anticipated future operating environment, and are generally established during the first quarter of the performance cycle
Generally, the Compensation Committee seeks to establish goals such that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal based on reasonable assumptions and projections at the time of grant				TheCompensation Committee considers management’s recommended performance goals, the Company’s performance to date and strategic direction, and the nature of the Company’s future operating environment, and once satisfied with the degree of difficulty associated with goal achievement, approves the targets for each performance cycle

The Compensation Committee may establish the target at a higher or lower level in appropriate circumstances.

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Threshold, target and maximum EPS ROCE and CFROI goals are established in the first year for each fiscal year, or portion thereof, for the performance period.

At the end of the performance period, a weighted average payment is made based on performance achieved by the end of each fiscal year during the period relating to these goals plus an amount related to achievement of TSR goals.

The allocation of the long-term incentive values among stock options, RSUs and performance units varies by named executive officer. Our most senior officers have a greater percentage of their long-term incentive awards allocated to performance units than other officers and employees do because they have the greatest ability to influence the financial measures underlying the program. For Messrs. Lundgren and Loree, this equity mix has resulted in a significant portion of the total long-term incentive value delivered in performance units.

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The following table shows the 20142015 and 20152016 allocation of regular long-term incentive awards for our named executive officers:

			2015						2014
			Stock				Performance		Stock				Performance
			Options		RSUs		Units		Options		RSUs		Units
	John F. Lundgren		22%		27%		51%		21%		28%		51%
	James M. Loree		25%		31%		44%		23%		32%		45%
	Donald Allan, Jr.		27%		34%		39%		25%		35%		40%
	Jeffery D. Ansell		27%		34%		39%		25%		35%		40%
	John H. Wyatt		29%		36%		35%		28%		37%		35%

		2016						2015
		Stock Options		RSUs		Performance Units		Stock Options		RSUs		Performance Units
	John F. Lundgren	22%		28%		50%		22%		27%		51%
	James M. Loree	31%		35%		34%		25%		31%		44%
	Donald Allan, Jr.	32%		35%		33%		27%		34%		39%
	Jeffery D. Ansell	32%		35%		33%		27%		34%		39%
	Jaime A. Ramirez	35%		38%		27%		33%		40%		27%
	John H. Wyatt	32%		35%		33%		29%		36%		35%

The goals and resulting performance for the 2014 – 2016 performance cycle are based on normalized earnings; the goals for the 2015 – 2017 and 2016 – 2018 performance cyclecycles are on a GAAP basis inclusive of routine restructuring charges. For competitive reasons, the Company does not disclose target goals for performance cycles that have not yet been completed. The threshold and maximum performance goals for the 2014 – 2016 and 2015 – 2017 and 2016 – 2018 performance cycles are as follows:

EPS

ROCE

TSR

Threshold

Maximum

Threshold

Maximum

Threshold

Maximum

2014 - 2016

Year 1

$4.86

$5.94

Year 1

9.0%

11.0%

Performance

Year 2

$5.45

$6.67

Year 2

10.0%

12.0%

25th

75th

Cycle

Year 3

$6.09

$7.45

Year 3

11.0%

13.0%

percentile

percentile

EPS

CFROI

TSR

Threshold

Maximum

Threshold

Maximum

Threshold

Maximum

2015 - 2017

Year 1

$5.18

$6.33

Year 1

12.4%

14.4%

Performance

Year 2

$5.61

$6.85

Year 2

12.6%

14.6%

25th

75th

Cycle

Year 3

$6.19

$7.57

Year 3

12.7%

14.7%

percentile

percentile

EPS

CFROI

TSR

Threshold

Maximum

Threshold

Maximum

Threshold

Maximum

2015 - 2017

Year 1

$5.18

$6.33

Year 1

12.4%

14.4%

Performance

Year 2

$5.61

$6.85

Year 2

12.6%

14.6%

25th

75th

Cycle

Year 3

$6.19

$7.57

Year 3

12.7%

14.7%

percentile

percentile

EPS

CFROI

TSR

Threshold

Maximum

Threshold

Maximum

Threshold

Maximum

2016 - 2018

Year 1

$5.49

$6.71

Year 1

12.5%

14.5%

Performance

Year 2

$5.77

$7.05

Year 2

12.5%

14.5%

25th

75th

Cycle

Year 3

$6.32

$7.72

Year 3

12.6%

14.6%

percentile

percentile

For the 20152016 – 20172018 performance cycle, the Compensation Committee determined that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal. The EPS goals for the first and second years of the 2015ofthe2016 – 20172018 performance cycle are lower than those established for the same fiscal years in the 20142015 – 20162017 performance cycle primarily because of foreign exchange pressures.pressure.

The award opportunities associated with the 20142015 – 20162017 performance cycle are set forth in the Company’s March 6, 20159, 2016 Proxy Statement on page 20.23. The following table illustrates the award opportunities associated with the 20152016 – 20172018 performance cycle.

222016 – 2018 Performance Cycle

	Potential Performance Units Earned
	Threshold		Target		Maximum
John F. Lundgren	21,745		43,490		72,483
James M. Loree	11,275		22,550		36,081
Donald Allan, Jr.	3,517		7,034		14,067
Jeffery D. Ansell	3,570		7,141		14,282
Jaime A. Ramirez	1,560		3,119		6,239
John H. Wyatt	2,030		4,059		8,118

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20152014 – 2017 Performance Cycle

		Potential Performance Units Earned
		Threshold		Target		Maximum
John F. Lundgren		20,642		41,284		68,807
James M. Loree		10,321		20,642		33,028
Donald Allan, Jr.		3,186		6,371		12,742
Jeffery D. Ansell		3,186		6,371		12,742
John H. Wyatt		1,376		2,752		5,505

2013 – 20152016 Performance Cycle

The goals, actual performance results and payouts associated with the recently completed 20132014 – 20152016 performance cycle are illustrated in the following two tables. The results achieved for the 20132014 – 20152016 performance cycle resulted in a weighted average goal achievement across all measures of 110.1%172.7% of target.* The actual weighted average payouts in shares as a percent of target are lower for Messrs. Lundgren and Loree than for the other named executive officers because the percentage difference between their respective target and maximum potential payouts is smaller than the spread for the other named executive officers.

										Goals
		EPS								ROCE										TSR								EPS										Goals CFROI								TSR
		Threshold		Target		Maximum		Achieved				Threshold		Target		Maximum		Achieved		Threshold		Target		Maximum		Achieved		Threshold		Target		Maximum		Achieved				Threshold		Target		Maximum		Achieved		Threshold		Target		Maximum		Achieved
Y 1		$4.98		$5.53		$6.08		$4.98		Y 1		9.7%		10.7%		11.7%		10.5%		25th percentile		50th percentile		75th percentile		67th percentile		$4.86		$5.40		$5.94		$5.67		Y 1		9.0%		10.0%		11.0%		13.1%		25th percentile		50th percentile		75th percentile		86th percentile
Y 2		$5.30		$5.89		$6.48		$5.67		Y 2		10.0%		11.0%		12.0%		11.2%										$5.45		$6.06		$6.67		$6.16		Y 2		10.0%		11.0%		12.0%		12.9%
Y 3		$5.79		$6.43		$7.07		$6.16		Y 3		11.0%		12.0%		13.0%		12.2%										$6.09		$6.77		$7.45		$6.77		Y 3		11.0%		12.0%		13.0%		16.1%

*

In determining whether the EPS and ROCECFROI performance goals were met for the 20132014 – 20152016 performance cycle, certain adjustments were made to remove the effects of restructuring and acquisition-related charges in each year, consistent with the terms of grant. The results shown in the foregoing table reflect these adjustments.

										Weighted
		Potential Performance Unit						Actual Payout		Average Payout	Potential Performance Unit										Actual Payout (shares)				Weighted Average Payout (% of target)
		Threshold		Target		Maximum		(shares)		(% of target)	Threshold				Target		Maximum
John F. Lundgren		24,631		49,261		82,102		50,640		102.8%		23,979			47,959			79,931				71,219			148.5%
James M. Loree		12,789		25,578		40,925		25,936		101.4%		12,451			24,902			39,843				35,759			143.6%
Donald Allan, Jr.		3,947		7,894		15,789		8,691		110.1%		3,843			7,686			15,371				13,274			172.7%
Jeffery D. Ansell		3,631		7,263		14,526		7,997		110.1%		3,843			7,686			15,371				13,274			172.7%
Jaime A. Ramirez												1,722			3,443			6,886				5,946			172.7%
John H. Wyatt		1,510		3,019		6,038		3,324		110.1%		1,582			3,163			6,327				5,463			172.7%

Special Grant to Mr. WyattGrants in 2016

On February 1 7, 2015,October 21, 2016, pursuant to the agreement reached in connection with his December 2014 promotion to the position of President, Sales & Marketing, Global Tools &and Storage, Mr. Wyatt received a retentionspecial grant of 10,000 RSUs that will vest in full on November 1, 2016.2018.

On December 2, 2016, the Compensation Committee approved the grant of one-time restricted stock unit awards to certain employees in order to mitigate retention risk, position the Company for future profitable growth and ensure the leadership remains engaged to deliver sustained strong performance. Recipients included Mr. Wyatt and Mr. Ramirez, who were awarded 20,000 and 10,000 RSUs respectively. These awards will vest in two equal installments on December 2, 2020 and December 2, 2021.

Benefits & Perquisites

Retirement Benefits

The Compensation Committee believes that offering a full complement of compensation and benefit programs typically extended to senior executive officers at comparable companies is crucial to the attraction and retention of high-caliber executive talent. To that end, the Company currently offers retirement programs to its executive officers under two plans: the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan, which are more fully described on pages 2930-31 and 36-37, respectively.39-40. Prior to 2007, when the program was closed to new participants, the Company provided supplemental retirement benefits to certain executives pursuant to The Stanley Works Supplemental Executive Retirement Program (now known as the Stanley Black & Decker, Inc. Supplemental Executive Retirement Program). Those executives who were participants in the program prior to 2007, Messrs. Lundgren and Loree, retain this benefit. This Program is described on page 35.38.

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