UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended July 1, 2000.
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from [ ] to [ ]
Commission file number 1-5224
The Stanley Works
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0548860
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1000 Stanley Drive
New Britain, Connecticut 06053
(Address of principal executive offices) (Zip Code)
(860) 225-5111
(Registrant's telephone number)
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, and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: shares of the company's Common
Stock ($2.50 par value) were outstanding 86,252,918 as of August 11, 2000.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, Millions of Dollars Except Per Share Amounts)
<TABLE>
<CAPTION>
Second Quarter Six Months
2000 1999 2000 1999
------- ------- --------- ---------
<S> <C> <C> <C> <C>
Net Sales $ 702.8 $ 685.5 $ 1,398.2 $ 1,369.2
Costs and Expenses
Cost of sales 447.1 455.1 885.1 906.5
Selling, general and
administrative 168.1 182.2 340.0 355.3
Interest - net 7.2 7.7 13.7 14.9
Other - net 3.7 2.4 9.7 7.0
------- ------- --------- ---------
626.1 647.4 1,248.5 1,283.7
------- ------- --------- ---------
Earnings before
income taxes 76.7 38.1 149.7 85.5
Income Taxes 26.1 12.8 50.9 29.9
------- ------- --------- ---------
Net Earnings $ 50.6 $ 25.3 $ 98.8 $ 55.6
======= ======= ========= =========
Net Earnings Per
Share of Common Stock
Basic $ 0.58 $ 0.28 $ 1.12 $ 0.62
======= ======= ========= =========
Diluted $ 0.58 $ 0.28 $ 1.12 $ 0.62
======= ======= ========= =========
Dividends per share $ 0.22 $ 0.215 $ 0.44 $ 0.43
======= ======= ========= =========
Average shares outstanding
(in thousands)
Basic 87,614 89,447 88,293 89,439
======= ======= ========= =========
Diluted 87,827 89,831 88,526 89,751
======= ======= ========= =========
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, Millions of Dollars)
<TABLE>
<CAPTION>
July 1 January 1
2000 2000
-------- --------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 83.0 $ 88.0
Accounts and notes receivable 564.1 546.1
Inventories 399.9 381.2
Other current assets 71.7 75.7
-------- --------
Total Current Assets 1,118.7 1,091.0
Property, plant and equipment 1,228.7 1,208.0
Less: accumulated depreciation (716.9) (687.4)
-------- --------
511.8 520.6
Goodwill and other intangibles 178.8 185.2
Other assets 101.2 93.8
-------- --------
$ 1,910.5 $ 1,890.6
======== ========
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities
Short-term borrowings $ 283.7 $ 145.3
Current maturities of long-term debt 5.6 11.7
Accounts payable 220.4 225.0
Accrued expenses 267.6 311.0
-------- --------
Total Current Liabilities 777.3 693.0
Long-Term Debt 252.9 290.0
Other Liabilities 175.9 172.2
Shareowners' Equity
Common stock 230.9 230.9
Retained earnings 973.0 926.9
Accumulated other comprehensive loss (116.7) (99.2)
ESOP debt (198.5) (202.2)
-------- --------
888.7 856.4
Less: cost of common stock in treasury 184.3 121.0
-------- --------
Total Shareowners' Equity 704.4 735.4
-------- --------
$ 1,910.5 $ 1,890.6
======== ========
See notes to consolidated financial statements.
</TABLE>
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<PAGE>
THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, Millions of Dollars)
<TABLE>
<CAPTION>
Second Quarter Six Months
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Operating Activities
Net earnings $ 50.6 $ 25.3 $ 98.8 $ 55.6
Depreciation and amortization 20.4 21.2 44.1 45.3
Other non-cash items (0.1) 9.4 7.1 13.8
Changes in operating assets
and liabilities (20.5) (0.2) (102.1) (54.5)
------ ------ ------ ------
Net cash provided by
operating activities 50.4 55.7 47.9 60.2
Investing Activities
Capital expenditures (12.0) (20.1) (27.4) (40.5)
Capitalized software (0.8) (5.6) (1.4) (10.2)
Proceeds from sales of assets 2.8 9.5 3.5 14.9
Other (7.9) (2.2) (11.4) (4.1)
------ ------ ------ ------
Net cash used by
investing activities (17.9) (18.4) (36.7) (39.9)
Financing Activities
Payments on long-term borrowings (28.9) (2.3) (32.6) (156.0)
Proceeds from long-term borrowings - - - 120.9
Net short-term borrowings 4.6 (7.5) 136.2 34.7
Proceeds from issuance of common stock 2.2 3.4 3.2 5.0
Purchase of common stock for treasury (34.4) (6.7) (79.4) (8.9)
Cash dividends on common stock (19.2) (19.2) (38.7) (38.3)
------ ------ ------ ------
Net cash used by
financing activities (75.7) (32.3) (11.3) (42.6)
Effect of Exchange Rate Changes on Cash (2.7) (0.7) (4.9) (3.0)
------ ------ ------ ------
Increase (Decrease) in Cash and
Cash Equivalents (45.9) 4.3 (5.0) (25.3)
Cash and Cash Equivalents,
Beginning of Period 128.9 80.5 88.0 110.1
------ ------ ------ ------
Cash and Cash Equivalents,
End of Second Quarter $ 83.0 $ 84.8 $ 83.0 $ 84.8
====== ====== ====== ======
See notes to consolidated financial statements.
</TABLE>
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<PAGE>
THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREOWNERS' EQUITY
(Unaudited, Millions of Dollars)
<TABLE>
<CAPTION>
Accumulated
Other Compre-
hensive Total
Common Retained Income ESOP Treasury Shareowners'
Stock Earnings (Loss) Debt Stock Equity
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------
Balance Jan. 1, 2000 $230.9 $926.9 $(99.2) $(202.2) $(121.0) $735.4
Comprehensive income:
Net earnings 98.8
Foreign currency
translation (17.5)
Total comprehensive
income 81.3
Cash dividends
declared (38.7) (38.7)
Net common stock
activity (14.7) (63.3) (78.0)
Tax benefit related
to stock options 0.1 0.1
ESOP debt 3.7 3.7
ESOP tax benefit 0.6 0.6
---------------------------------------------------------
Balance July 1, 2000 $230.9 $973.0 $(116.7) $(198.5) $(184.3) $704.4
=========================================================
Accumulated
Other Compre-
hensive Total
Common Retained Income ESOP Treasury Shareowners'
Stock Earnings (Loss) Debt Stock Equity
---------------------------------------------------------
Balance Jan. 2, 1999 $230.9 $867.2 $(84.6) $(213.2) $(130.9) $669.4
Comprehensive income:
Net earnings 55.6
Foreign currency
translation (12.7)
Total comprehensive
income 42.9
Cash dividends
declared (38.3) (38.3)
Net common stock
activity (4.4) 4.0 (0.4)
Tax benefit related
to stock options 0.4 0.4
ESOP debt 5.5 5.5
ESOP tax benefit 1.4 1.4
---------------------------------------------------------
Balance July 3, 1999 $230.9 $881.9 $(97.3) $(207.7) $(126.9) $680.9
=========================================================
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
THE STANLEY WORKS AND SUBSIDIARIES
BUSINESS SEGMENT INFORMATION
(Unaudited, Millions of Dollars)
<TABLE>
<CAPTION>
Second Quarter Six Months
2000 1999 2000 1999
------- ------- --------- ---------
<S> <C> <C> <C> <C>
INDUSTRY SEGMENTS
Net Sales
Tools $ 547.5 $ 533.2 $ 1,091.2 $ 1,058.6
Doors 155.3 152.3 307.0 310.6
------- ------- --------- ---------
Consolidated $ 702.8 $ 685.5 $ 1,398.2 $ 1,369.2
======= ======= ========= =========
Operating Profit
Tools $ 76.4 $ 74.1 $ 150.5 $ 140.6
Doors 11.2 8.8 22.6 21.7
------- ------- --------- ---------
87.6 82.9 173.1 162.3
Restructuring-related
transition and other
non-recurring costs - (34.7) - (54.9)
Interest-net (7.2) (7.7) (13.7) (14.9)
Other-net (3.7) (2.4) (9.7) (7.0)
------- ------- --------- ----------
Earnings Before
Income Taxes $ 76.7 $ 38.1 $ 149.7 $ 85.5
======= ======= ========= ==========
GEOGRAPHIC NET SALES
United States $ 509.7 $ 485.3 $ 1,008.2 $ 970.1
Other Americas 53.2 52.7 103.1 99.2
Europe 113.9 124.5 237.0 253.7
Asia 26.0 23.0 49.9 46.2
------- ------- --------- ----------
Consolidated $ 702.8 $ 685.5 $ 1,398.2 $ 1,369.2
======= ======= ========= ==========
</TABLE>
See notes to consolidated financial statements.
-5-
<PAGE>
THE STANLEY WORKS AND SUBSIDIARIES
NOTES TO (Unaudited) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 1, 2000
NOTE A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-Q and Article 10 of
Regulation S-X and do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations for the interim periods have been
included. For further information, refer to the consolidated financial
statements and footnotes included in the company's Annual Report on Form 10-K
for the year ended January 1, 2000.
NOTE B - Earnings Per Share Computation
The following table reconciles the weighted average shares outstanding used to
calculate basic and diluted earnings per share.
<TABLE>
<CAPTION>
Second Quarter Six Months
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net earnings -
basic and diluted $ 50.6 $ 25.3 $ 98.8 $ 55.6
========== ========== ========== ==========
Basic earnings per share -
weighted average shares 87,613,634 89,446,907 88,292,523 89,439,257
Dilutive effect of
employee stock options 213,273 383,664 233,508 311,322
---------- ---------- ----------- ----------
Diluted earnings per share -
weighted average shares 87,826,907 89,830,571 88,526,031 89,750,579
========== ========== =========== ==========
</TABLE>
NOTE C - Inventories
The components of inventories at the end of the second quarter of 2000 and at
year-end 1999, in millions of dollars, are as follows:
<TABLE>
<CAPTION>
July 1 January 1
2000 2000
------ ------
<S> <C> <C>
Finished products $ 285.0 $ 269.0
Work in process 56.1 48.3
Raw materials 58.8 63.9
------ ------
$ 399.9 $ 381.2
====== ======
</TABLE>
-6-
<PAGE>
NOTE D - Cash Flow Information
Interest paid during the second quarters of 2000 and 1999 amounted to $9.0
million and $8.7 million, respectively. Interest paid for the six months of 1999
and 1998 amounted to $21.3 million and $17.4 million, respectively.
Income taxes paid during the second quarters of 2000 and 1999 were $32.7 million
and $13.0 million, respectively. Income taxes paid for the six months of 2000
and 1999 were $44.7 million and $21.0 million, respectively.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales were $703 million, up 3% from $686 million in the same quarter last
year. The increase was driven by an overall unit volume increase of 5% which was
partially offset by a 1% reduction in sales from unfavorable pricing pressures
and a 1% reduction from the effect of foreign currency translation. The company
experienced strong sales volume growth in U.S. consumer hand tools, construction
fastening products, and entry doors products. These increases were partially
offset by the lingering effects of a major U.S. retail customer's 1999
bankruptcy on the Hardware business. The reduction in sales from foreign
currency translation was primarily due to the weakening European currencies
during the quarter. Net sales were $1,398 million for the first six months of
2000, a 2% increase over the same period last year. Sales growth for the six
month period was comparable to growth in the second quarter with 4% unit volume
growth being offset by a 1% decline from foreign currency translation and
pricing.
Financial results for the first six months of 1999 include transition expenses
related to the company's restructuring initiatives. These costs are classified
as period operating expenses within cost of sales or selling, general and
administrative expense. They include the costs of moving production equipment,
operating duplicate facilities while transferring production or distribution,
consulting costs incurred in planning and implementing changes, and other types
of costs that have been incurred to facilitate restructuring. Management
judgment was used to determine which costs should be classified as transition
costs based on whether the costs were unusual in nature, were incurred only
because of restructuring initiatives and were expected to cease when the
transition activities ended. In addition, the company incurred costs to
remediate its computer and related systems so that these systems would function
properly with regard to date issues related to Y2K. Because the presence of
restructuring charges, restructuring-related transition costs and non-recurring
Y2K remediation costs obscure the underlying trends within the company's
business, the company also provides information on its results for the second
quarter and first six months of 1999 excluding these identifiable costs. These
pro forma or "core" results are the basis of business segment information. The
narrative regarding results of operations has also been expanded to provide
information as to the effects of these items on each financial statement
category. Effective in the third quarter 1999, these costs were no longer
disclosed separately as they were significantly lower than amounts previously
incurred.
The company reported gross profit of $256 million, or 36.4% of net sales in the
second quarter. This represented an increase of 11% from $230 million, or 33.6%
of net sales, reported in the second quarter of 1999. Included in the second
quarter cost of sales in 1999 were $14 million of restructuring-related
transition costs, primarily for plant rationalization activities. Core gross
profits for 1999 were 35.7% of net sales. The company reported gross profit of
$513 million, or 36.7% of net sales for the first six months of 2000 compared to
33.8% of net sales in 1999. Included in the cost of sales in 1999 for the six
month period were $20 million of restructuring-related transition costs,
primarily for plant rationalization activities. Core gross profits were 35.3% of
net sales during that six month period. These significant improvements in gross
profits are attributable to a combination of improved cost controls in
operations, the benefits of the company's 1997 restructuring, higher unit
volumes and continued progress on purchased material costs despite inflationary
pressures.
-8-
<PAGE>
Selling, general and administrative expenses were $168 million, or 23.9% of net
sales, in the second quarter of 2000, as compared with $182 million, or 26.6% of
net sales in the second quarter of 1999. Included in the second quarter expenses
in 1999 were $21 million in restructuring-related transition and other non-
recurring costs. The expenses resulted from spending on system conversions for
the Y2K remediation project and certain consulting costs incurred for structural
reorganization and administrative efficiency solutions. On a core basis,
selling, general and administrative expenses were 23.6% of net sales in the
second quarter of 1999. The increase of $7 million in 2000 from the core 1999
selling, general and administrative expenses is primarily the result of an
increased number of sales representatives in the MacDirect program and increased
sales and marketing expenses in certain channels.
Selling, general and administrative expenses were $340 million, or 24.3% of net
sales, in the six month period of 2000, as compared with $355 million, or 26.0%
of net sales for the same period in 1999. Included in the second quarter
expenses in 1999 were $35 million in restructuring-related transition and other
non-recurring costs. On a core basis, selling, general and administrative
expenses were $320 million in 1999. The $20 million increase in 2000 compared
with core selling, general and administrative expenses in 1999 is primarily the
result of an increased number of sales representatives in the MacDirect program
and higher information management infrastructure costs.
Net interest expense and other costs for the second quarter and first six months
of 2000 were relatively flat to the comparable periods in 1999.
The company's income tax rate was 34% in the second quarter and for the first
six months of 2000. In the comparable 1999 periods, the company's income tax
rate was 33.8% and 35%, respectively. The company's effective annual income tax
rate was reduced to 35% from 36% during the second quarter of 1999, which
resulted in a 33.8% effective tax rate in last year's second quarter. These
income tax rate decreases reflect the continued benefit of structural changes
implemented within the company's tax structure.
Net earnings for the second quarter were $51 million, or $.58 per diluted share,
compared with the prior year's net income of $25 million, or $.28 per diluted
share. Net earnings on a core basis, would have been $48 million, or $.54 per
diluted share in the second quarter of 1999.
Net earnings for the first six months of 2000 were $99 million, or $1.12 per
diluted share, compared with net income of $56 million, or $.62 per diluted
share in the prior year. Net earnings on a core basis, would have been $91
million, or $1.02 per diluted share in the first six months of 1999.
Business Segment Results
The Tools segment includes carpenters, mechanics, pneumatic and hydraulic tools
as well as tool sets. The Doors segment includes commercial and residential
doors, both automatic and manual, as well as closet doors and systems, home
decor and door and consumer hardware. The company assesses the performance of
its business segments using core operating profit, which excludes restructuring
charges, restructuring-related transition and other non-recurring costs for the
first six months of 1999. Segment eliminations are also excluded.
-9-
<PAGE>
As reflected in the table, "Business Segment Information", Tools sales in the
second quarter of 2000 increased to $548 million, or 3% over the second quarter
of 1999. This increase was driven by strong unit volume growth in U.S. consumer
hand tools, fasteners and fastening tools, and industrial tools. Offsetting
these volume increases were net sales reductions from unfavorable pricing
pressures and from the effects of foreign currency translation. Tools sales for
the six month period of 2000 also increased 3% compared to the same period of
1999. The Tools segment core operating profit was 14.0% of net sales for the
second quarter and 13.8% for the first six months of 2000, compared with 13.9%
and 13.3% of net sales, respectively, in the same periods last year. These
improvements are attributable to improved cost controls in operations, the
benefits of the company's restructuring initiatives, and higher unit volumes.
Doors segment sales increased to $155 million, 2% above 1999's second quarter,
due to unit volume growth in the U.S. entry doors and automated doors products.
In addition, the prior year's quarter sales and profits were depressed due to
difficulties associated with the implementation of a Year 2000 ("Y2K") compliant
software. These increases were partially offset by the lingering effects of a
major U.S. retail customer's 1999 bankruptcy on the hardware products. The Doors
segment core operating profit increased to 7.2% of net sales in the second
quarter and 7.4% for the first six months of 2000, compared with 5.8% and 7.0%
of net sales, respectively, in the same periods last year. The improvements in
operating margins are primarily due to higher volumes and productivity
improvements, offset partially by a continuing shift in the mix of product to
lower-margin retail channels.
Restructuring
Restructuring reserves as of the beginning of 2000 were $58 million. These
reserves consisted of $42 million related to severance, $10 million related to
asset write-downs, and $6 million related to other exit costs. In the first six
months of 2000, severance of $12 million, asset write-downs of $6 million, and
payments for other exit costs of $1 million reduced these reserves to $39
million.
FINANCIAL CONDITION
Liquidity and Sources of Capital
In the second quarter of 2000, the company generated operating cash flow of $50
million which was essentially level with the prior year. Accounts receivable
decreased $20 million during the second quarter of 2000, however, this was
partially offset by an increase in inventories of $9 million due to increased
inventory levels in the consumer hand tools and mechanic tools businesses.
In the second quarter of 2000, the company utilized cash flow from operations to
extinguish long term debt of approximately $26 million. Additionally, the
company repurchased 1.2 million of its common shares, bringing the six month
total to 3.3 million shares.
-10-
<PAGE>
PART II OTHER INFORMATION
Item 2. - Changes in Securities and Use of Proceeds
(c) Recent Sales of Unregistered Securities
(1) During the second fiscal quarter of 2000, options to purchase 50,060 shares
of the Company's common stock at a purchase price of $23.90 per share were
subscribed to by 280 employees under the Company's U.K. Savings Related
Share Plan (the "Savings Plan"). In addition, 253 shares were issued to
certain participants under the Savings Plan. Under the Savings Plan, shares
are issued to employees who elect at the end of the five year savings period
or upon termination of employment to receive the accumulated savings in the
form of shares of the Company's stock rather than cash.
(a) Participation in the Savings Plan is offered to all employees of the
Company's subsidiaries in the United Kingdom.
(b) The total dollar value of the shares issued during the quarter was
$6,117.52.
Under the Savings Plan:
236 shares were issued at $24.15 per share with an aggregate value of
$5,699.40.
17 shares were issued at $24.60 per share with an aggregate value of
$418.12.
(c) Neither the options nor the underlying shares have been registered in
reliance on an exemption from registration found in several no-action
letters issued by the Division of Corporation Finance of the Securities
and Exchange Commission. Registration is not required because the
Company is a reporting company under the Securities Exchange Act of
1934, its shares are actively traded, the number of shares issuable
under the Savings Plans is small relative to the number of shares
outstanding, all eligible employees are entitled to participate, the
shares are being issued in connection with the employees' compensation,
not in lieu of it and there is no negotiation between the Company and
the employee regarding the grant.
(d) Under the Savings Plans, employees are given the right to buy a
specified number of shares with the proceeds of a "Save-as-You-Earn"
savings contract. Under the savings contract, the employee authorizes 60
monthly deductions from his or her paycheck At the end of the five year
period, the employee may elect to (i) use all or a part of the
accumulated savings to buy all or some of the shares under the
employee's options, (ii) leave the accumulated savings with the
financial institution that has custody of the funds for an additional
two years or (iii) take a cash distribution of the accumulated savings.
The option to purchase shares will lapse at the end of the five year
period if not exercised at that time.
-11-
<PAGE>
Item 4. - Submission of Matters to a Vote of Security-Holders
The Company's Annual Meeting was held on April 19, 2000.
(i) The following directors were elected:
Shares Voted Shares
For Withheld Non-Votes
Eileen S. Kraus 64,203,536 2,341,950 0
John M. Trani 62,966,130 3,577,165 0
(ii) Ernst & Young LLP was approved as the Company's independent auditors by the
following vote:
FOR 65,226,197 AGAINST 919,149
ABSTAIN 400,140 NOT VOTED 0
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
(1) See Exhibit Index on page 14.
(b) Reports on Form 8-K.
(1) Company filed a Current Report on Form 8-K, dated April 19, 2000,
in respect of the Company's press release announcing first quarter
results.
(2) Company filed a Current Report on Form 8-K, dated May 26, 2000,
which announced the election of William Y. O'Connor to the Board
of Directors, a second quarter regular dividend of $.22 per share
on the Company's common stock and the authorization to repurchase,
from time to time, up to 10 million shares of the Company's common
stock, in open market purchases, tender offers and privately
negotiated transactions.
(3) Company filed a Current Report on Form 8-K, dated June 23, 2000,
announcing the execution of a new Employment Agreement between the
Registrant and John M. Trani, the Company's chairman and chief
executive officer and director, dated as of January 1, 2000.
-12-
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE STANLEY WORKS
Date: August 15, 2000 By: James M. Loree
James M. Loree
Vice President, Finance and
Chief Financial Officer
By: Theresa F. Yerkes
Theresa F. Yerkes
Vice President and
Controller (Chief Accounting
Officer)
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<PAGE>
EXHIBIT INDEX
EXHIBIT LIST
(3)(i) By-laws (incorporated by reference to Exhibit 4.2 to Registration
Statement No. 333-42346 filed July 27, 2000)
(10)(i) Supplemental Retirement and Account Value Plan for Salaried
Employees of The Stanley Works (incorporated by reference to
Exhibit 99.1 to Registration Statement No. 333-42582 filed July
28, 2000)
(10)(ii) 1997 Long Term Incentive Plan (incorporated by reference to
Exhibit 99.2 to Registration Statement No. 333-42582 filed July
28, 2000)
(12) Computation of Ratio of Earnings to Fixed Charges
(27) Financial Data Schedule
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<PAGE>
