8-K

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

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 31, 2003 (January 30, 2003)

UNITED STATIONERS INC.
(Exact name of Registrant as specified in charter)

Delaware
(State or other jurisdiction
of incorporation) 0-10653
(Commission file number)
     36-3141189
(I.R.S. employer
identification no.)

UNITED STATIONERS SUPPLY CO.
(Exact name of Registrant as specified in charter)

Illinois (State or other jurisdiction of incorporation)	33-59811 (Commission file number)	36-2431718 (I.R.S. employer identification no.)
2200 East Golf Road Des Plaines, Illinois (Address of Principal Executive Offices)		60016-1267 (Zip Code)

Registrants' telephone number, including area code: (847) 699-5000

United Stationers Inc. and United Stationers Supply Co.

Item 5.    Other Events

        On January 30, 2003, United Stationers Inc. reported its earnings for the three and twelve months ended December 31, 2002 and 2001. Attached, as Exhibit 99.1, is a copy of the company's news release dated January 30, 2003.

Item 7.    Financial Statements and Exhibits

(c)

Exhibits:

Number	Exhibit
99.1	News release issued by the company on January 30, 2003.

2

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.

	UNITED STATIONERS INC. UNITED STATIONERS SUPPLY CO.                        (Registrants)
Dated: January 31, 2003	By:	/s/  KATHLEEN S. DVORAK Kathleen S. Dvorak Senior Vice President and Chief Financial Officer

3

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Item 5. Other Events
Item 7. Financial Statements and Exhibits

SIGNATURE

EX-99.1

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Exhibit 99.1

n  e  w  s  r  e  l  e  a  s  e

Executive Offices Des Plaines, IL 60016 2200 E. Golf Road	For Further Information Contact:
		Richard W. Gochnauer President and Chief Executive Officer                                     or Kathleen S. Dvorak Sr. Vice President and Chief Financial Officer United Stationers Inc. (847) 699-5000    FOR IMMEDIATE RELEASE

UNITED STATIONERS INC. REPORTS 2002 RESULTS AND
RECORDS PREVIOUSLY ANNOUNCED RESTRUCTURING CHARGE

        DES PLAINES, IL, Jan. 30, 2003—United Stationers Inc. (NASDAQ: USTR) reported net sales for the year ended December 31, 2002, of $3.7 billion, down 5.7% from $3.9 billion in the prior year. Net income for 2002 was $60.2 million, including fourth quarter pre-tax restructuring and other charges of $8.9 million and a favorable $2.4 million adjustment for a partial reversal of the 2001 restructuring charge. This compares with net income of $57.0 million in 2001, which included a pre-tax restructuring charge of $47.6 million. Earnings per share were $1.78 in 2002, including the restructuring and other charges of $0.17 per share and a favorable $0.05 per share related to the partial reversal of the 2001 restructuring charge. This compares with 2001 earnings per share of $1.68, which included a restructuring charge of $0.85 per share. Excluding the impact of the net restructuring and other charges from 2002 and 2001, earnings per share were $1.90, compared with $2.53 a year ago.

        The company's operating cash flow (defined as net income before depreciation, amortization, restructuring charges and other charges referenced above) and reductions in net working capital (including sold receivables, but excluding cash and the impact of the restructuring and other charges referenced above) reached approximately $135 million in 2002, versus approximately $200 million in 2001.

Lower Sales and Restructuring Charge Affects Fourth Quarter

        Net sales for the fourth quarter were $923.4 million, down 1.4%, compared with $936.3 million in the prior year quarter. The weak economy, as well as continued competitive pressures, adversely affected sales within all business lines in all geographic regions.

        Net income for the three months ended December 31, 2002 was $1.4 million, or $0.04 per share, compared with $19.5 million, or $0.57 per share, in the same period last year. The fourth quarter of 2002 included pre-tax restructuring and other charges of $8.9 million. Excluding these charges, net income for the fourth quarter of 2002 was $7.0 million or $0.21 per share.

United Stationers Inc. Reports 2002 Results
And Records Previously Announced Restructuring Charge
Page two of six

        Gross margin for the fourth quarter decreased to 13.7%, compared with 15.6% a year ago. This decline reflects a continued mix shift in all product categories toward commodity items that generally earn lower margins than discretionary items, such as office furniture. In addition, the lower sales and shift in product mix resulted in a fourth quarter downward adjustment of allowances earned from the company's suppliers for 2002.

        Operating expenses for the fourth quarter of 2002 totaled $119.7 million, or 13.0% of sales, compared with $109.1 million, or 11.7% of sales, for the fourth quarter of 2001. Excluding the pre-tax restructuring and other charges of $8.9 million, and the previously announced $1.8 million charge relating to the retirement of United's former president and chief executive officer, operating expenses for the latest quarter totaled $109.0 million, or 11.8% of sales, compared with $107.9 million after excluding $1.3 million of goodwill amortization, or 11.5% of sales, for the fourth quarter of 2001. This increase in operating expenses as a percent of sales was primarily related to reduced leverage of fixed costs and higher employee-related costs.

2002 Restructuring Plan

        "We previously announced a 2002 restructuring plan which was recorded in the fourth quarter," said Richard W. Gochnauer, president and chief executive officer. "This plan included real estate sub-lease assumptions revised from those used in the 2001 restructuring plan; a further downsizing of The Order People operation, including severance and anticipated exit costs related to a portion of the company's Memphis distribution center; and closure of the Milwaukee, Wisconsin distribution center. Other charges included the write-off of certain e-commerce-related investments."

Significant Improvements in Working Capital, Cash Flow and Debt

        Reductions in net working capital contributed approximately $37 million to cash flow in 2002. Accounts receivable, before sales of receivables under the company's securitization program, declined by $22 million. Inventories dropped by $9 million, while accrued liabilities (excluding restructuring accruals) increased by $12 million. The net change in other current accounts increased working capital by $6.0 million.

        The working capital reductions contributed to a decline of approximately $60 million in total debt for the year and a $20 million reduction in the amount of account receivables sold under the company's securitization program.

        "We have heightened our focus on working capital and cash flow. Our efficiency initiatives and focused management paid off with operating cash flow and reductions in net working capital of approximately $135 million. As a result, our balance sheet is strong, providing us with significant financial flexibility," added Gochnauer.

Net Capital Spending Remains Low

        Net capital spending (defined as capital expenditures plus capitalized software costs less proceeds from the sale of capital assets) for the twelve months ended December 31, 2002, was $28.0 million versus $35.6 million for the same period last year. The company anticipates that its 2003 capital spending will be approximately $30 million.

United Stationers Inc. Reports 2002 Results
And Records Previously Announced Restructuring Charge
Page three of six

Long-Term Outlook

        "We may be living in tougher economic times for a while, in which case we cannot rely on a more favorable product mix," Gochnauer continued. "We are, therefore, working to improve the things we control within our cost structure as well as the controllable aspects of margin. January sales are basically flat, which indicates that the upcoming months will continue to be challenging. However, we believe our collective efforts will position United Stationers for solid earnings growth in future years," Gochnauer concluded.

Conference Call

        United Stationers will hold a conference call followed by a question and answer session on Friday, January 31, at 9:00 a.m. CT, to discuss its recent performance. To listen to the conference call, visit the investor relations section of the company's Web site at www.unitedstationers.com at least 15 minutes before the call, and follow the instructions provided to ensure that the necessary audio application is downloaded and installed. This program is provided at no charge to the user. In addition, interested parties can access an archived version of the call, which also will be located on the investor relations section of United Stationers' Web site, about two hours after the call ends and for the following week.

Forward-Looking Statements

This news release contains forward-looking statements, including references to plans, strategies, objectives, projected costs or savings, anticipated future performance or events and other statements that are not strictly historical in nature. These statements are based on management's current expectations, forecasts and assumptions. This means they involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied here. These risks and uncertainties include, but are not limited to: the company's restructuring plans, including its ability to realize expected cost savings from facility rationalization, systems integration and other initiatives, and the timing of any of these savings; the company's ability to streamline its organization and operations, integrate acquired businesses and implement general cost-reduction initiatives; the company's reliance on key suppliers and the impact of fluctuations in their pricing; variability in vendor allowances and promotional incentives payable to the company, based on inventory purchase volumes and vendor participation in the company's general line catalog and other annual and quarterly publications, and the impact of this on its gross margin; the company's ability to anticipate and respond to changes in end-user demand; the impact of variability in customer demand on the company's product offerings and sales mix and, in turn, on customer rebates payable by the company and the company's gross margin; competitive activity and pricing pressures; reliance on key management personnel; acts of terrorism or war; and prevailing economic conditions and changes affecting the business products industry and the general economy. For additional information on these and other factors, please see the reports filed by the company with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking information contained in this news release. The forward-looking information here is given as of this date only, and the company undertakes no obligation to revise or update it.

United Stationers Inc. Reports 2002 Results
And Records Previously Announced Restructuring Charge
Page four of six

Company Overview

        United Stationers Inc., with annual sales of approximately $3.7 billion, is North America's largest broad line wholesale distributor of business products and a provider of marketing and logistics services to resellers. Its integrated computer-based distribution system makes more than 40,000 items available to approximately 20,000 resellers. United is able to ship products within 24 hours of order placement because of its 35 United Stationers Supply Co. distribution centers, 24 Lagasse distribution centers that serve the janitorial and sanitation industry, two Azerty distribution centers in Mexico that serve computer supply resellers, and two distribution centers that serve the Canadian marketplace. Its focus on fulfillment excellence has given the company an average order fill rate of better than 97%, a 99.5% order accuracy rate, and a 99% on-time delivery rate. For more information, visit www.unitedstationers.com.

        The company's common stock trades on the Nasdaq National Market System under the symbol USTR and is included in the S&P SmallCap 600 Index.

United Stationers Inc. Reports 2002 Results
And Records Previously Announced Restructuring Charge
Page five of six

United Stationers Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(in thousands, except per share data)

		For the Three Months Ended December 31,				For the Year Ended December 31,
		2002		2001		2002			2001
		(Unaudited)				(Audited)
Net sales		$	923,381	$	936,298	$	3,701,564		$	3,925,936
Cost of goods sold			796,668		790,034		3,163,589			3,306,143
Gross profit			126,713		146,264		537,975			619,793
Operating expenses:
	Warehousing, marketing and administrative expenses		110,720		107,853		415,980			444,434
	Goodwill amortization		—		1,275		—			5,701
	2002 restructuring and other charges		8,935		—		8,935			—
	2001 restructuring (reversal) charge		—		—		(2,425	)		47,603
Total operating expenses			119,655		109,128		422,490			497,738
Income from operations			7,058		37,136		115,485			122,055
Interest expense, net			4,017		4,495		16,695			23,793
Other expense, net			804		1,288		2,421			4,621
Income before income taxes			2,237		31,353		96,369			93,641
Income tax expense			841		11,885		36,141			36,663
Net income		$	1,396	$	19,468	$	60,228		$	56,978
Net income per common share assuming dilution		$	0.04	$	0.57	$	1.78		$	1.68
Average number of common shares			32,976		34,096		33,783			33,928

United Stationers Inc. Reports 2002 Results
And Records Previously Announced Restructuring Charge
Page six of six

United Stationers Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in thousands, except share data)
(Audited)

			December 31,
			2002			2001
ASSETS
Current assets:
	Cash and cash equivalents		$	17,426		$	28,814
	Accounts receivable, net *			350,015			352,047
	Inventories			572,498			581,705
	Other current assets			26,958			28,532
		Total current assets		966,897			991,098
Property, plant and equipment, net				180,536			189,012
Goodwill, net				180,186			180,117
Other				21,610			20,360
		Total assets	$	1,349,229		$	1,380,587
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	333,800		$	336,722
	Accrued liabilities			141,857			147,640
	Deferred credits			44,749			41,000
	Current maturities of long-term debt			45,904			52,970
		Total current liabilities		566,310			578,332
Deferred income taxes				17,059			18,228
Long-term debt				165,345			218,735
Other long-term liabilities				41,631			26,611
		Total liabilities		790,345			841,906
Stockholders' equity:
	Common stock, $0.10 par value; authorized—100,000,000 shares, issued—37,217,814 in 2002 and 2001			3,722			3,722
	Additional paid-in capital			313,961			310,150
	Treasury stock, at cost—4,738,552 shares in 2002 and 3,613,954 shares in 2001			(104,450	)		(69,402	)
	Retained earnings			357,635			297,407
	Accumulated other comprehensive loss			(11,984	)		(3,196	)
	Total stockholders' equity			558,884			538,681
		Total liabilities and stockholders' equity	$	1,349,229		$	1,380,587

*

The December 31, 2002 and 2001 accounts receivable balances do not include $105 million and $125 million,    respectively, of accounts receivable sold through an asset-backed securitization program.

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Exhibit 99.1