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BLACK & DECKER CORP filed this Form 424B1 on 11/18/2011
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Filed Pursuant to Rule 424(b)(1)
Registration No. 333-178017



(To Prospectus Dated November 16, 2011)



Stanley Black & Decker, Inc.

3.40% Notes due 2021

Guaranteed by

The Black & Decker Corporation



We will pay interest on the notes on June 1 and December 1 of each year, commencing on June 1, 2012. The notes mature on December 1, 2021. The notes will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We may redeem some or all of the notes at any time before maturity at the applicable redemption price described under the caption “Description of the Notes—Optional Redemption.” As described under “Description of the Notes—Change of Control,” if we experience a Change of Control and a Below Investment Grade Rating Event, we will be required to purchase the notes from holders at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase, unless we have previously redeemed the notes.

The notes will be our unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time outstanding. The notes will be guaranteed on a senior unsecured basis by our subsidiary, The Black & Decker Corporation. The notes will not be obligations of or guaranteed by any of our other subsidiaries. As a result, the notes will be structurally subordinated to all debt and other liabilities of our subsidiaries other than The Black & Decker Corporation.

See “Risk Factors” beginning on page S-4 of this prospectus supplement to read about important factors you should consider before buying the notes.



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


     Per Note     Total  

Initial public offering price

     99.898 %   $ 399,592,000   

Underwriting discount and commissions

     0.650 %   $ 2,600,000   

Proceeds, before expenses, to Stanley Black & Decker, Inc.

     99.248 %   $ 396,992,000   



The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from November 22, 2011 and must be paid by the purchasers if the notes are delivered after November 22, 2011.



The underwriters expect to credit securities entitlements with respect to the notes in book-entry form through the facilities of The Depository Trust Company to the accounts of its participants, including Clearstream Banking, Société Anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on November 22, 2011.




Citigroup    Credit Suisse      Goldman, Sachs & Co.   

November 17, 2011