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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ________ to ________

Commission file number 1-1097

THE STANDARD REGISTER COMPANY

(Exact name of Registrant as specified in its charter)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT

None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of all stock held by non-affiliates of the Registrant at March 7, 2001 was approximately $171,652,055, based on a closing sales price of $17.56 per share on March 7, 2001.

At March 7, 2001, the number of shares outstanding of the issuer's classes of common stock are as follows:

Part III incorporates information by reference from the Proxy Statement for Registrant's Annual Meeting of Shareholders to be held on April 18, 2001.

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THE STANDARD REGISTER COMPANY

FORM 10-K

PART I

Item 1. - BUSINESS

The Standard Register Company began operations in 1912 in Dayton, Ohio. Throughout its history, the Company's primary business has been the design, manufacture, and sale of business forms. To meet the needs of today's business environment, the business form has evolved to incorporate a wide range of sophisticated features and related services that facilitate the recording, storage and communication of business transactions and information.

During the first fiscal month of 1998, the Company acquired Uarco, Incorporated, a competitor approximately half the size of Standard Register. The Company paid $245 million in cash and financed the purchase by borrowing $230 million under a bank revolving credit agreement. $60 million of goodwill was created.

On April 1, 1999, the Company sold its promotional direct mail printing operation, Communicolor, to R. R. Donnelley & Sons Company for $98 million, recording an after-tax gain of $16 million. This gain, net of operating losses incurred by this division prior to the sale, increased the Company's net income in 1999 by $15 million or $0.54 per diluted share.

In July, 2000, the Company undertook an analysis of its asset utilization as a preliminary step to the development of a new strategic plan. As a result of the analysis, long-term asset impairments of $74 million (rounded) and current asset write-offs of $8 million were recorded in the fourth quarter 2000. Assets judged to be impaired included $48 million of goodwill related to the 1998 Uarco acquisition, $17 million of idled production equipment, $6 million of software no longer utilized, and a $2 million write-down in the value of an investment in which the Company holds an approximate 10% interest. These write-offs of long-term and short-term assets reduced the year 2000 pretax income by $82 million or $1.82 per diluted share after tax.

In order to reduce excess capacity and fixed operating costs, the Company closed several manufacturing facilities during 2000, including its Dayton, Ohio equipment plant and printing plants in Toccoa, Georgia; Corning, Iowa; and Dayton, Ohio. The Company also offered an early retirement plan to select employees in its Dayton, Ohio headquarters. These actions produced pretax restructuring charges totaling $25 million, equivalent to $0.57 per diluted share. The Company expects annual savings from these actions to recover the cash component of these charges within 12-15 months.

BUSINESS FORMS - Standard Register is known for its high-quality business forms and document management solutions. Traditional forms include custom continuous, secure documents, snap-apart Zipsets(R), as well as laser cut-sheet products. The Company also works with customers to analyze their workflow to improve the design of their forms or to provide electronic documents in order to improve overall business performance.

LABELS - Standard Register produces flexographic, screen and offset printed labels, bar code/automatic ID systems, pressure sensitive labels, compliance labels and variable image products that use the latest laser and thermal transfer technology. The Company believes that it is the largest domestic producer of custom pressure sensitive labels in the United States.

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SMARTWORKS - The Company provides the leading e-business platform for e-procurement and enterprise print management. Operating as an Application Service Provider (ASP) of SMARTworks(R), SMARTworks.com enables users to quickly order and manage print and other indirect products from their selected providers: commercial print, office supplies, business forms and labels, MRO supplies, computer supplies, manuals, ad specialties, facilities management and more.

DISTRIBUTION SERVICES - Standard Register operates a nationwide network of over 80 distribution centers to provide our customers with the cost advantages of high-volume printing, coupled with just-in-time delivery service to dock or desktop.

INTELLIGENT PRINTING SYSTEMS AND SUPPLIES - The Company's Document System Group enhances the quality, efficiency, and security of printed documents by providing turnkey printing solutions. Document management equipment, application software, service, and supplies come together with traditional business forms and labels to provide customers with a single source supplier for all their printing and processing needs.

PRINT ON DEMAND - Stanfast(R) was established in 1983 based on the concept of providing short-run documents to the Company's forms management accounts. The trend towards outsourcing is driving rapid growth in the print on demand market and Stanfast's nationwide network of distributive print centers allows the Company to provide value and service to our customers. The Company now has 28 Stanfast print centers across the nation specializing in just-in-time production of business documents using traditional offset printing and newer digital print and image technology.

DOCUMENT AND PLASTIC CARD FULFILLMENT SERVICES - The Company's Imaging Services GroupSM provides customers with complete fulfillment services, including programming, design, printing, imaging, and distribution of these types of documents. In addition, the Imaging Services Group takes advantage of the trend to outsource plastic card services by offering packages for ATMs, prepaid phone cards, membership cards, smart cards, and numerous other card programs.

The Company's products and services are marketed by direct selling and service organizations operating from offices located in principal cities throughout the United States. Documents are printed at 49 geographically disbursed locations in the U.S. Documents are shipped directly to customers or are stored by the Company in warehouses for subsequent on-demand delivery. The management of document inventories to provide just-in-time delivery is a major element of customer service.

The Company purchases raw paper in a wide variety of weights, grades, and colors from various paper mills in the United States and Canada. Carbonless paper, inks, and printing supplies are available nationally and are purchased from leading vendors. Continuing efforts are made to assure adequate supplies to meet present and future sales objectives. The Company fills its needs by ordering from suppliers of long-standing relationship.

During 2000, the Company had engineering and research expense, relating to continuing operations, of $10.3 million compared to $8.9 and $9.0 million for 1999 and 1998, respectively. These costs relate to the development of new products and to the improvement of existing products and services. These efforts are entirely company sponsored and involve 83 professional employees.

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Expenditures for property, plant and equipment totaled $65.8 million in 2000, compared to $67.6 million and $65.7 million in 1999 and 1998, respectively.

No significant changes occurred in the types of products, manufacture, or method of distribution during the past fiscal year nor does the Company intend to change its method of doing business in the near future. However, the Company has initiated a restructuring and reorganization plan, as defined on page 14 of this filing, that will change the Company from a single functional organizational structure to four strategic business units. Other items of information which may be pertinent to an understanding of the Company and its business are as follows:

1.) The Company has several patents which provide a competitive advantage or which generate license income. None of these, individually, have a material effect upon the business.

2.) No material portion of the Company's business could be considered seasonal.

3.) The Company believes its working capital is sufficient for its current operations. The current ratio is 4.3 to 1 at December 31, 2000 as compared to 4.2 to 1 at January 2, 2000 and 3.6 to 1 at January 3, 1999. Total debt, including long-term and current maturities, was 29.2% of total capital at year-end 2000, compared to 27.3% and 31.0% for years-end 1999 and 1998, respectively.

4.) The business of the Company taken as a whole is not dependent upon any single customer or a few customers. No single customer accounts for 10% or more of total revenue.

5.) The Company's backlog of custom printing orders at February 28, 2001 was $54.6 million compared to $67.7 million and $81.4 million at February 29, 2000 and February 28, 1999, respectively. All orders are expected to be filled within the ensuing fiscal year.

6.) The Company has no significant exposure with regard to the renegotiation or termination of government contracts.

7.) Expenditures made by the Company in order to comply with federal, state, or local provisions of environmental protection have not had a material effect upon the Company's capital expenditures, earnings, or competitive position.

8.) At February 28, 2001, the Company had 7,717 employees compared to 8,134 and 8,682 at February 29, 2000 and February 28, 1999, respectively.

9.) Substantially all of the Company's products and services facilitate the recording, storage and communication of business transactions and information.

10.) No material portion of the Company's sales or net income is derived from sales to foreign customers. The Company does offer technical assistance to foreign business forms manufacturers and receives royalties for these services. Royalties from these foreign associates are approximately .02% of total revenue.

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Item 2 - PROPERTIES

The Company operates major production facilities located in the following cities:

- Boothwyn, Pennsylvania

- Charlotte, North Carolina

- Cincinnati, Ohio

- Fayetteville, Arkansas

- Kirksville, Missouri

- Middlebury, Vermont

- Murfreesboro, Tennessee

- Phoenix, Arizona

- Porterville, California

- Radcliff, Kentucky

- Rochester, New York

- Rocky Mount, Virginia

- Sacramento, California

- Salisbury, Maryland

- Shelbyville, Indiana

- Spring Grove, Illinois

- Tampa, Florida

- Terre Haute, Indiana

- Tolland, Connecticut

- Watseka, Illinois

- York, Pennsylvania

Of these facilities, Phoenix, Arizona, Rochester, New York, Sacramento, California, Tampa, Florida, and Tolland, Connecticut are leased.

In addition, the Company operates 28 smaller Stanfast Print Centers. In most cases these facilities are located in major metropolitan locations in the U.S. and are leased.

The Company's current capacity, augmented by modest capital additions, is expected to be sufficient to meet production requirements for the foreseeable future. Capacity utilization varies significantly by press size and feature capability. Most presses are in the 50 - 85 percent utilization range, averaging an estimated 70 percent overall. The Company believes its production facilities are suitable to meet future production needs.

Pursuant to the restructuring plans disclosed on page 14 of this filing, the Boothwyn, Pennsylvania and Rocky Mount, Virginia facilities have been designated for closure during 2001.

Item 3 - LEGAL PROCEEDINGS

(a.) No material claims or litigation are pending against the Company.

(b.) The Company has been named as a potentially responsible party by the U.S. Environmental Protection Agency or has received a similar designation by state environmental authorities in several situations. None of these matters have reached the stage where a significant liability has been assessed against the Company. The Company has evaluated each of these matters and believes that none of them individually, nor all of them in the aggregate, would give rise to a material charge to earnings or a material amount of capital expenditures. This assessment is notwithstanding the ability of the Company to recover on existing insurance policies or from other parties which the Company believes would be held as joint and several obligors under any such liabilities. However, since these matters are in various stages of process by the relevant environmental authorities, future developments could alter these conclusions. However, management does not now believe that there is a likelihood of a material adverse effect on the financial condition of the Company in these circumstances.

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Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to shareholders during the fourth quarter of the fiscal year.

Executive Officers of the Registrant

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There are no family relationships among any of the officers. Officers are elected at the annual meeting of the Board of Directors, which is held immediately after the annual meeting of shareholders, for a term of office covering one year.

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PART II

Item 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

(a.) The common stock of the Registrant is traded on the New York Stock Exchange National Market under the symbol SR. The range of high and low market prices and dividends paid per share for each quarterly period during the two most recent fiscal years are presented below.

(b.) The number of shareholders of record of the Company's common stock as of March 7, 2001 was 3,139, excluding individual holders whose shares are held by nominees. There are also 16 holders of Class A stock.

(c.) Dividend policy - The Company expects to continue paying quarterly cash dividends in the future, however, the amounts paid will be dependent upon earnings and the future financial condition of the Company. No events have occurred which would indicate a curtailment of the payment of dividends.

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Item 6 - SELECTED FINANCIAL DATA

Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SIGNIFICANT ITEMS

During the first fiscal month of 1998, the Company acquired Uarco, Incorporated, a competitor approximately half the size of Standard Register. The Company paid $245 million in cash and financed the purchase by borrowing $230 million under a bank revolving credit agreement. $60 million of goodwill was created.

On April 1, 1999, the Company sold its promotional direct mail printing operation, Communicolor, to R. R. Donnelley & Sons Company for $98 million, recording an after-tax gain of $16 million. This gain, net of operating losses incurred by this division prior to the sale, increased the Company's net income in 1999 by $15 million or $0.54 per diluted share.

In July, 2000, the Company undertook an analysis of its asset utilization as a preliminary step to the development of a new strategic plan. As a result of the analysis, long-term asset impairments of $74 million (rounded) and current asset write-offs of $8 million were recorded in the fourth quarter 2000. Assets judged to be impaired included $48 million of goodwill related to the 1998 Uarco acquisition, $17 million of idled production equipment, $6 million of software no longer utilized, and a $2 million write-down in the value of an investment in which the Company holds an approximate 10% interest. These write-offs of long-term and short-term assets reduced the year 2000 pretax income by $82 million or $1.82 per diluted share after tax.

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In order to reduce excess capacity and fixed operating costs, the Company closed several manufacturing facilities during 2000, including its Dayton, Ohio equipment plant and printing plants in Toccoa, Georgia; Corning, Iowa; and Dayton, Ohio. The Company also offered an early retirement plan to select employees in its Dayton, Ohio headquarters. These actions produced pretax restructuring charges totaling $25 million, equivalent to $0.57 per diluted share. The Company expects annual savings from these actions to recover the cash component of these charges within 12-15 months.

RESULTS OF OPERATIONS:

2000 Compared to 1999

Three of the above significant items had material effects on the comparison of the Company's performance in years 2000 and 1999: the 1999 gain on the sale of Communicolor, the year-end 2000 asset write-offs and the year 2000 restructuring charges. Excluding the effects of these special items, Net Income in 2000 was $36 million or $1.33 per diluted share, compared to $56 million or $1.98 per diluted share in 1999.

The table below and the commentary that follows it present a summary level comparative analysis of the major factors responsible for this decrease in Net Income, as adjusted for the special items. Dollar amounts are in rounded millions, except per share amounts.

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Revenue declined by $61 million or 5%. Business forms and related services were down 10%, reflecting lower demand for traditional paper forms due to inroads made by competing electronic technologies. Also contributing to the decline in traditional forms was the loss of approximately $20 million in annual business from some member hospitals of the Novation group purchasing organization. Sales of equipment and related supplies and services declined 11% in the year, attributed in part to a relatively high level of replacement installations in 1999 related to customers' Y2K concerns. Revenue from all other products and services increased 5%, led by Imaging Services which was up 16%.

The gross margin was $21 million lower as a result of the decline in revenue. Despite lower production volumes, the percentage gross margins improved slightly from 38.3% of revenue in 1999 to 38.5% in 2000 as a result of the plant closings early in the year that reduced fixed costs. The gross margin was reduced modestly in both years for LIFO inventory adjustments related to the rising cost of paper.

The rise in paper prices during 2000 proceeded somewhat uncertainly, increasing by $60.00 per ton in April, rolling back $40.00 per ton in July, and then moving back to the April level in September. Paper mills generally operated above 90% utilization by taking downtime and closing less efficient plants. A $60.00 per ton increase for forms bond attempted early in 2001 was not supported and was pulled back because of overall excess supply and weak demand. The Company has been generally successful in recovering any paper cost increases within a short period of time by raising the prices of its business forms.

Selling, General & Administrative Expenses increased by $7 million or 2% over 1999. Figures shown below are in rounded millions.

The EmPower software initiative undertaken in October 1999 to install a Company-wide software system was stopped in the second half of 2000 when the on-going strategy work pointed toward separate strategic business units that could not be individually well served by a single application software package. The Company did successfully complete a data warehouse and several standard corporate installations, including payroll, human resources, general ledger and other financial applications. Future IT spending on mission critical operating systems will be cost justified by and tailored to the unique requirements of each strategic business unit.

SMARTworks is the Company's business to business e-commerce initiative built initially around managing Standard Register's customers' documents and office supplies. In order to exploit this application's technical leadership position, the Company opted in July 2000 to establish SMARTworks.com, Inc. as a wholly owned subsidiary and an independent business unit with a broader e-commerce target customer base and mission. Spending on software development increased significantly following the launch; spending in 2001 is expected to more than double that for 2000, primarily supporting application software and sales channel development.

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Depreciation increased $4 million to $51 million as a result of capital spending in recent years averaging approximately $65 million. Goodwill amortization was unchanged at $4 million. Interest expense was slightly lower as a result of the 1999 repayment of $31 million of debt. Interest rates were fixed in both years at approximately 6.1% as a result of an interest rate swap.

Pretax operating income was down $31 million or one-third from the 1999 level. This decrease was largely due to the effects of lower revenue, mitigated by plant cost reductions. The overall effective tax rate increased by 1.1 percentage points to 38.7%. This rise related to the below normal tax rate in 1999 as a result of a capital gain realized upon the sale of Communicolor; this capital gain permitted the Company to deduct offsetting capital losses incurred but not deductible in previous years.

RESULTS OF OPERATIONS:

1999 Compared to 1998

Net Income was $71 million or $2.52 per diluted share in 1999, compared to $60 million or $2.08 per diluted share in 1998. As mentioned at the outset, the Company sold its direct mail division, Communicolor, at a profit in 1999. Excluding Communicolor operating results in both years and the gain on the 1999 sale, Net Income on Continuing Operations was $56 million in 1999 vs. $57 million in 1998; earnings per diluted share were comparatively lower- $1.98 vs. $1.99.

The Company acquired Uarco during the first month of 1998 and established a restructuring liability as part of the initial valuation to cover anticipated integration costs. The business plan was to achieve cost reductions from the consolidation of the two companies and to gradually improve margins in unprofitable acquired accounts. Three major and seven smaller printing plants were closed, with most productive capacity relocated to nearby facilities. The distribution network, including field sales operations and warehousing for the two companies was consolidated. The Company achieved the targeted annual cost reductions, mostly in the second half of 1998, but was ultimately not as successful in improving unprofitable accounts.

A summary level comparison of the two years' operating results appears below; dollar amounts are in rounded millions, except per share amounts.

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Revenue on Continuing Operations rose $27 million or 2%. Traditional business forms sales were off 4%, but all other product categories were up 10% overall, led by strong growth in labels. Sales results for 1999 were undermined somewhat by abnormally high sales turnover attributed to the prior year consolidation of the Standard Register and Uarco sales forces.

The gross margin rose $12 million and the percentage margin improved slightly from 38.2% to 38.3%. LIFO inventory adjustments were favorable in 1998 as paper prices fell, but turned unfavorable in 1999 as paper prices rebounded. Excluding LIFO adjustments in both years, the percentage gross margin improved from 37.9% in 1998 to 38.6% in 1999. This improvement occurred broadly across most product categories as a result of cost reductions from second half 1998 plant consolidations that followed the January 1998 acquisition of Uarco.

S,G&A Expenses were up $12 million during the year. The majority of that increase can be traced to first year expenditures for the Company's EmPower software initiative, higher spending on the SMARTworks e-commerce offering, and working capital charges related to high turnover in the newly consolidated and reorganized sales force.

Depreciation increased $6 million, reflecting higher capital expenditures. Interest expense was essentially unchanged and the tax rate was lower by 2.7 percentage points, mostly as a result of the capital gain on the sale of Communicolor discussed earlier.

ENVIRONMENTAL MATTERS

The Company has been named as one of a number of potentially responsible parties at several waste disposal sites, none of which has ever been Company owned. The Company's policy is to accrue for investigation and remediation at sites where costs are probable and estimable. At this writing, there are no identified environmental liabilities that are expected to have a material adverse effect on the operating results or financial condition of the Company.

LIQUIDITY AND CAPITAL RESOURCES

At year-end 2000, the Company had a net debt position of $147 million - $204 million of total debt less $57 million of cash. With Shareholders' Equity of $494 million, the Company's net debt to capital ratio was a very strong 23%.

At $57 million, the cash position was essentially unchanged from the prior year-end. The major elements of the year's cash flow appear below:

New capital spending and annual depreciation in 2000 were $66 million and $51 million, respectively. The Company's forecast of capital expenditures for 2001 is in the range of $50 million to $60 million; depreciation is estimated at $45 million.

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In December, 1997, the Company entered into a five year, $300 million revolving credit agreement with nine banks. Current borrowings under the revolver are $200 million. The Company effectively fixed its interest rate at approximately 6.1% by entering into a $200 million interest rate swap agreement in 1998.

In January, 2001, the Company announced a new strategic plan, described briefly below as a subsequent event. The plan includes a restructuring action expected to produce a $109 million charge. As a result of the cash component of this charge, estimated at $53 million, the Company will likely be required to amend or refinance the current revolving credit agreement. Given the Company's current strong financial condition and the improvements expected as a result of the restructuring, the Company expects to be successful in this endeavor. The Company expects to pay a modestly higher rate of interest as a result of spreads over LIBOR that have widened since the current revolver was established.

The Company expects to meet its operating cash needs over the next year through a combination of internal cash flow, current cash reserves and available credit.

SUBSEQUENT EVENT

On January 25, 2001, the Company announced a new business strategy designed to recover the market value of the Company and establish a platform for long-term earnings growth and shareholder return. The plan has four components, including restructuring, reorganization, performance improvement and growth initiatives.

After an extensive analysis, the Company decided to jettison selected elements of its business that did not provide an adequate return or were not consistent with the Company's new strategic direction. These elements were estimated to represent $225 - $250 million of the Company's $1.266 billion in annual revenue. In conjunction with these actions, the Company also targeted $125 million in annual cost reductions resulting primarily from a reduction of 2,400 jobs and a 30% reduction in production capacity. A restructuring charge estimated at $109 million will be recorded in the first quarter 2001, including cash costs of $53 million, mostly for severance and other personnel related items, and $56 million of asset write-downs.

The Company will change from a single functional organizational structure to four strategic business units with distinct profiles and missions, including Document Management, Fulfillment Services, Labels and Label Systems, and SMARTworks.com. These organizational changes will take place during 2001 and the Company expects to report along these segments no later than first quarter 2002.

OTHER MATTERS

The Securities and Exchange Commission (SEC) issued Staff Bulletin (SAB) 101, "Revenue Recognition in Financial Statements," in December 1999. The SAB summarizes certain of the SEC staff's views in applying generally accepted accounting principles to revenue recognition in financial statements. During fiscal year 2000, a comprehensive review of the Company's revenue recognition policies was performed and it was determined that the Company is in compliance with SAB 101.

This report includes forward-looking statements covered by the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These statements involve important assumptions, risks, uncertainties and other factors that could cause the Company's actual results for fiscal 2001 and beyond to differ materially from those expressed in such forward-looking statements. Factors that could cause materially different results include demand and market acceptance, the frequency and magnitude of raw material price changes, the effect of economic conditions, competitive activities, and other risks described in the Company's filings with The Securities and Exchange Commission.

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Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATES

The Company has $200 million borrowed against its revolving credit agreement. The credit line bears interest at a floating rate of the London Interbank Offered Rate (LIBOR) plus a spread dependent upon the net debt to total capital ratio. Through an interest rate swap agreement, the Company has effectively converted $200 million of its floating rate debt to an all-in fixed rate of 6.09%. The Company has an additional $3.5 million of debt with a fixed interest rate of 6.125%.

Based on the Company's fixed interest rate debt existing at December 31, 2000, a hypothetical 100 basis point decrease in prevailing interest rates would result in the Company's annualized interest expense being $2.046 million greater than would exist if all debt was subject to floating interest rates.

COMMODITY PRICES

Paper is the principal raw material in the production of business forms. Because the Company has historically been successful in adjusting its sales prices in response to changes in paper costs, management does not believe a 10% change in paper costs would have a material effect on the Company's financial statements.

Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

All other schedules have been omitted because the information is not applicable or is not material or because the information required is included in the financial statements or notes thereto.

Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

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PART III

Items 10, 11, 12 and 13 are incorporated by reference from the Company's Proxy Statement for the 2001 Annual Meeting of shareholders.

PART IV

Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, The Standard Register Company has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March 16, 2001.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of The Standard Register Company and in the capacities indicated on March 16, 2001:

P. H. Granzow, pursuant to power of attorneys which are being filed with this Annual Report on Form 10-K, has signed below on March 16, 2001 as attorney-in-fact for the following directors of the Registrant:

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INDEX TO EXHIBITS

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EX-13

INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders

The Standard Register Company

Dayton, Ohio

We have audited the accompanying balance sheet of The Standard Register Company as of December 31, 2000 and January 2, 2000, and the related statements of income, shareholders' equity, comprehensive income, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Standard Register Company as of December 31, 2000 and January 2, 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

Dayton, Ohio

January 25, 2001

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THE STANDARD REGISTER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Standard Register Company is a leading domestic supplier of printed documents, pressure sensitive labels, document management services, and e-procurement services. The Company markets its products and services primarily through direct sales organizations operating throughout the United States.

The accounting policies that affect the more significant elements of the financial statements are summarized below.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Fiscal Year - The Company's fiscal year is the 52 or 53-week period ending the Sunday nearest to December 31. Fiscal years 2000, 1999, and 1998 ended on December 31, 2000, January 2, 2000, and January 3, 1999, respectively. Fiscal years 2000 and 1999 each included 52 weeks; fiscal year 1998 included 53 weeks.

Principles of Consolidation - The consolidated financial statements include the accounts of The Standard Register Company and its wholly owned subsidiaries (collectively, the Company) after elimination of intercompany transactions, profits and balances.

Segment Reporting - The Company manages its business on the basis of one reportable segment.

Cash Equivalents - The Company classifies as cash equivalents all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value due to the short-term maturity of these instruments.

Trading Securities - Securities are classified as trading when held for short-term periods in anticipation of market gains and are reported at fair market value, with unrealized gains and losses included in income.

Inventories - Inventories are valued at the lower of cost or market. Substantially all inventory costs are determined by the last-in, first-out (LIFO) method. Finished products include printed forms stored for future shipment and invoicing to customers.

Plant and Equipment - These assets are stated at cost less accumulated depreciation. Costs of normal maintenance and repairs are charged to expense when incurred. Upon the disposition of assets, their cost and related depreciation are removed from the respective accounts and the resulting gain or loss is included in current income. Impairment of asset value is recognized whenever events or circumstances indicate that carrying amounts are not recoverable. Prior to December 31, 2000, the Company had followed the accounting practice of eliminating from the balance sheet the respective cost and accumulated depreciation for all fully depreciated assets still on hand. The December 31, 2000 and January 2, 2000 balance sheets have been restated to include the cost and accumulated depreciation of all fully depreciated assets. This restatement had no effect on reported earnings.

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Depreciation - For financial reporting purposes, depreciation is computed by the straight-line method over the estimated useful lives of the depreciable assets. Depreciation expense from continuing operations was $50,683 in 2000, $46,847 in 1999, and $41,016 in 1998. Estimated asset lives are:

Goodwill - Goodwill represents the excess of the cost of businesses acquired over the fair market value of identifiable net assets at the dates of acquisition. Goodwill is amortized on a straight-line basis over 15 years. Amortized goodwill expense from continuing operations was $4,011 in each of fiscal years 2000, 1999 and 1998.The Company reviews the recoverability of goodwill whenever events or changes in circumstances indicate potential impairment of the carrying value. Goodwill impairment of $48,129 has been recognized in 2000.

Revenue Recognition - The Company generally recognizes product and related services revenue at the time of shipment to the customer. Under contractual arrangements with some customers, custom forms which are stored for future delivery are recognized as revenue when manufacturing is complete and the order is invoiced under normal credit terms. Revenue from equipment service contracts is recognized ratably over the term of the contract.

Income Taxes - The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial and tax bases, using enacted rates.

Earnings Per Share - Basic earnings per share is the per share allocation of net income available to shareholders based on the weighted average number of shares outstanding during the period. Diluted earnings per share represents the per share allocation of net income based on the weighted average number of shares outstanding plus all common shares that potentially could have been issued under the Company's stock option program.

Stock-Based Compensation - The Company accounts for stock-based employee compensation arrangements in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. Pro forma information regarding net income and earnings per share, as calculated under the provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation", are disclosed for stock options in Note 10.

Comprehensive Income (Loss) - Comprehensive income (loss) represents net income (loss) and any revenues, expenses, gains and losses that, under accounting principles generally accepted in the United States of America, are excluded from net income and recognized directly as a component of shareholders' equity. Components include net income (loss) and the minimum pension liability adjustment.

Reclassifications - Certain prior-year amounts have been reclassified to conform to the current-year presentation.

New Accounting Standard - Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," requires companies to record derivatives on the balance sheet as assets and liabilities, measured at fair value. Gains or losses resulting from changes in fair value are required to be recognized in current earnings unless specific hedging criteria are met. SFAS No. 133, as amended, will become effective for the Company beginning in the first quarter of fiscal year 2001. Due to the Company's limited use of derivatives, the impact is not expected to be material.

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NOTE 2 - RESTRUCTURING AND ASSET IMPAIRMENT CHARGES

For the year ended December 31, 2000, the Company recorded a restructuring charge of $17,200 in the first quarter plus a second restructuring charge of $7,433 in the fourth quarter, for a total of $24,633. These restructurings relate to the reduction of 364 employees and the closings of four production facilities.

Through December 31, 2000, the Company has paid or incurred $17,700 of the $24,633 restructuring charges. The Company anticipates that substantially all of the remaining restructuring costs will be paid by the end of fiscal year 2001.

The total $8,583 accrued restructuring liability at December 31, 2000 also includes $1,650 of non-cancelable lease obligations and unsettled tax assessments recognized in connection with the acquisition of Uarco, Inc. on December 31, 1997.

In the fourth quarter of 2000, the Company completed a balance sheet review that identified assets whose carrying amounts are not recoverable. As a result of this review, the Company recorded asset impairment charges totaling $73,746. These charges include the write-off of goodwill of $48,129, write-off of unamortized software costs of $6,280, $17,242 of machinery and equipment write-downs, and a $2,095 investment impairment.

The write-off of goodwill is based on the market value method of assessing enterprise level goodwill for impairment. The impairment of goodwill results from the continued decline during 1999 and 2000 of the market price of the Company's stock. The software cost write-off relates to license fees and other costs incurred for projects that were subsequently abandoned. The machinery and equipment write-downs relate to idle manufacturing assets held for disposal. The investment impairment is recognized for permanent decline in value of a company in which the Company has a 10% equity interest.

NOTE 3 - DISCONTINUED OPERATIONS

On April 1, 1999, the Company sold substantially all of the business and operating assets of its Communicolor promotional direct mail operation for approximately $97,900 in cash. The transaction resulted in a gain of $15,670, net of income taxes of $10,568. This business has been accounted for as a discontinued operation and the operating results of Communicolor have been excluded from continuing operations and reported as a separate line on the statement of income for all years presented. Revenues reclassified to discontinued operations were $16,053 and $97,254 for fiscal years 1999 and 1998, respectively.

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