8-K

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): April 23, 2012

UNITED STATIONERS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-10653	36-3141189
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Parkway North Boulevard
Suite 100 Deerfield, Illinois	60015-2559
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 627-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

United Stationers Inc.

Item 2.02 Results of Operations and Financial Condition.

The following information, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On April 23, 2012, the Registrant issued a press release announcing its financial results for the three-month period ended March 31, 2012. A copy of the Registrant’s press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. In addition, a slide presentation summarizing earnings and financial results is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1*	Press Release, dated April 23, 2012, announcing financial results for the three-month period ended March 31, 2012.
99.2*	Earnings Presentation, a slide presentation summarizing earnings and financial results.
*	— Included herewith.

SIGNATURES

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.

(Registrant)

Dated: April 23, 2012	/s/ Fareed A. Khan
	Fareed A. Khan
	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

(d) Exhibits

Exhibit No.	Description
99.1*	Press Release, dated April 23, 2012, announcing financial results for the three-month period ended March 31, 2012.
99.2*	Earnings Presentation, a slide presentation summarizing earnings and financial results.
*	— Included herewith.

EX-99.1

Exhibit 99.1

Executive Offices One Parkway North Blvd. Suite 100	For Further Information Contact:
Deerfield, IL 60015-2559	Cody Phipps President and Chief Executive Officer or Fareed Khan Sr. Vice President and Chief Financial Officer United Stationers Inc. (847) 627-7000

UNITED STATIONERS REPORTS FIRST QUARTER 2012 EARNINGS

DEERFIELD, Ill., April 23, 2012 – United Stationers Inc. (NASDAQ: USTR) reported first quarter 2012 results.

First Quarter Financial Summary

• Net sales were up 2.8% to $1.3 billion in the current year quarter.

• Diluted earnings per share were $0.36 versus $0.44 in the prior-year quarter. Adjusted earnings per share in the first quarter of 2012 were $0.45⁽¹⁾, compared with $0.47⁽¹⁾ in the prior-year quarter.

• Distribution network optimization and targeted cost reduction actions were taken in the quarter to improve operating effectiveness and efficiency. As a result, first quarter 2012 GAAP results included a pre-tax $6.2 million, or $0.09 per share, charge related to facility closures and severance costs. In addition, the prior-year quarter included a $0.03 per share non-deductible asset impairment charge related to an equity investment in a managed print services business.

• First quarter gross margin was $180.9 million or 14.2% of sales, compared with $182.4 million or 14.7% of sales in the prior-year quarter.

• Adjusted operating expenses were $143.1 million⁽¹⁾ or 11.3%⁽¹⁾ of sales, compared with $140.7 million⁽¹⁾ or 11.4%⁽¹⁾ of sales in the prior-year quarter.

• Adjusted operating margin was $37.8 million⁽¹⁾ or 3.0%⁽¹⁾ of sales, versus $41.6 million⁽¹⁾ or 3.4%⁽¹⁾ of sales in the prior-year quarter.

• Adjusted net income was $19.0 million⁽¹⁾, compared with $22.1 million⁽¹⁾ in the prior-year quarter.

• Net cash provided by operating activities for the quarter totaled $27.9 million versus $41.0 million in the prior-year quarter.

• 1.1 million shares were repurchased at a cost of $33.6 million.

“First quarter results reflected strong momentum in our growth businesses,” said Cody Phipps, president and chief executive officer. “We are pleased with our progress in optimizing our distribution operations and organization. These efforts reduce costs, utilize our assets more effectively and allow us to better serve customers in the near term, while positioning the company for long-term growth.”

First Quarter Performance

Diluted earnings per share for the latest quarter were $0.36, compared with $0.44 in the prior-year period. Excluding the charges noted above, first quarter 2012 adjusted earnings per share were $0.45⁽¹⁾, compared with $0.47⁽¹⁾ in the prior-year period.

Sales for the first quarter of 2012 were $1.3 billion up 2.8% from the prior-year quarter. Strong growth was seen in the industrial supplies and janitorial/breakroom categories with sales up 21.3% and 11.9%, respectively. The office products category was up 2.0% and furniture growth was soft at 1.0%. These gains were partially offset by a 6.4% decline in the technology products category.

(1) This is non-GAAP information. A reconciliation of these items to the most comparable GAAP measures is presented at the end of this news release. Except as noted, all references within this news release to financial results are presented in accordance with U.S. Generally Accepted Accounting Principles.

-more-

United Stationers Reports First Quarter 2012 Earnings

Page two of eight

Gross margin for the quarter was $180.9 million or 14.2% of sales, compared with $182.4 million or 14.7% of sales in the prior-year quarter. Gross margin declined due to a lower-margin mix, increased fuel costs and continued competitive pricing pressures in office products-related categories. Higher inflation during the first quarter of 2012 partially offset these negative margin affects.

First quarter 2012 operating expenses were $149.3 million, or 11.7% of sales. This includes a charge of $6.2 million for facility closures and severance costs. Excluding this item, first quarter 2012 adjusted operating expenses were $143.1 million⁽¹⁾ or 11.3%⁽¹⁾ of sales, compared with last year’s adjusted $140.7 million⁽¹⁾ or 11.4%⁽¹⁾ of sales. Adjusted operating expenses for 2011 exclude a $1.6 million asset impairment charge related to an equity investment in a managed print services business. Operating expenses reflected continued investments in the company’s strategic growth initiatives offset by savings from “War on Waste” initiatives.

Operating income for the first quarter of 2012 was $31.6 million or 2.5% of sales, versus $40.0 million or 3.2% of sales, in the first quarter of 2011. Excluding the charges noted above, first quarter 2012 adjusted operating income was $37.8 million⁽¹⁾ or 3.0%⁽¹⁾ of sales, compared with $41.6 million⁽¹⁾ or 3.4%⁽¹⁾ of sales in the prior-year quarter.

Cash Flow, Debt Trends and Share Repurchases

Net cash provided by operating activities for the first three months of 2012 was $27.9 million. Operating cash flow benefited from lower working capital requirements. Cash flow used in investing activities totaled $4.4 million in the latest quarter, compared with $9.8 million in the same period last year. Capital spending for 2012 is expected to be in the $30-35 million range.

The company has approximately $935 million of total committed debt capacity at March 31, 2012 and has maintained debt-to-EBITDA leverage at the low end of targeted levels. Outstanding debt at March 31, 2012 and 2011 was $512.2 million and $441.8 million, respectively. Debt-to-total capitalization at March 31, 2012 was 42.9%, compared with 36.5% at March 31, 2011. During the first quarter of 2012, the company paid $33.6 million to repurchase 1.1 million shares and paid $5.4 million in cash dividends. The amount remaining under Board share repurchase authorizations at April 20, 2012 was approximately $75 million.

“Our balance sheet, liquidity, and access to capital remains strong,” said Phipps. “We will maintain our capital deployment approach of prudent investments in growth and productivity, targeted acquisitions, and returning capital to shareholders through dividends and share repurchases.”

Outlook

“Our growth businesses will drive solid results given the momentum we have and the investments we are making,” continued Phipps. “Weak demand and margin pressure will continue to be factors in office products, which we are addressing with customer, network optimization, and efficiency initiatives. These actions reflect the commitment we have to our “Winning from the Middle” strategy and our confidence in the value-creating potential we have in our business.”

-more-

United Stationers Reports 2012 Earnings

Page three of eight

Conference Call

United Stationers will hold a conference call followed by a question and answer session on Tuesday, April 24, 2012, at 10:00 a.m. CT, to discuss first quarter 2012 results. To participate, callers within the U.S. and Canada should dial (888) 771-4371, and international callers should dial (847) 585-4405 approximately 10 minutes before the presentation. The passcode is “32115329”. To listen to the webcast, participants should visit the Investor Information section of the company’s website at ir.unitedstationers.com several minutes before the event is broadcast 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, also located on the Investor Information section of United Stationers’ website, about two hours after the call ends. This news release, along with a financial slide presentation and other information relating to the call, also will be available on United’s website.

Forward-Looking Statements

This news release contains forward-looking statements, including references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results 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 following: prevailing economic conditions and changes affecting the business products industry and the general economy; United’s ability to effectively manage its operations and to implement growth, cost-reduction and margin-enhancement initiatives; United’s reliance on key customers, and the risks inherent in continuing or increased customer concentration; United’s reliance on key suppliers and the supplier allowances and promotional incentives they offer; United’s reliance on independent resellers for a significant percentage of its net sales and, therefore, the importance of the continued independence, viability and success of these resellers; continuing or increasing competitive activity and pricing pressures within existing or expanded product categories, including competition from product manufacturers who sell directly to United’s customers; the impact of a loss of, or substantial decrease in, the availability of products or service from key vendors at competitive prices; United’s ability to maintain its existing information technology systems and the systems and eCommerce services that it provides to customers, and to successfully procure, develop and implement new systems and services without business disruption or other unanticipated difficulties or costs; the creditworthiness of United’s customers; United’s ability to manage inventory in order to maximize sales and supplier allowances while minimizing excess and obsolete inventory; United’s success in effectively identifying, consummating and integrating acquisitions; the risks and expense associated with United’s obligations to maintain the security of private information provided by United’s customers; the costs and risks related to compliance with laws, regulations and industry standards affecting United’s business; the availability of financing sources to meet United’s business needs; United’s reliance on key management personnel, both in day-to-day operations and in execution of new business initiatives; and the effects of hurricanes, acts of terrorism and other natural or man-made disruptions.

-more-

United Stationers Reports 2012 Earnings

Page four of eight

Company Overview

United Stationers Inc. is a leading wholesale distributor of business products, with 2011 net sales of $5.0 billion. The company stocks a broad and deep line of approximately 100,000 items on a national basis, including technology products, traditional office products, janitorial and breakroom supplies, office furniture, and industrial supplies. A network currently comprised of 62 distribution centers allows it to deliver these products to over 25,000 reseller customers. This network, combined with United’s depth and breadth of inventory, enables the company to ship most products overnight to more than 90% of the U.S. and major cities in Mexico. For more information, visit www.unitedstationers.com.

United Stationers’ common stock trades on the NASDAQ Global Select Market under the symbol USTR.

-table follows-

United Stationers Reports First Quarter 2012 Earnings

Page five of eight

United Stationers Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(in thousands, except per share data)

	For the Three Months Ended March 31,
	2012		2011
Net sales	$	1,271,647	$	1,237,453
Cost of goods sold		1,090,718		1,055,081
Gross profit		180,929		182,372
Operating expenses:
Warehousing, marketing and administrative charges		149,337		142,361
Operating income		31,592		40,011
Interest expense, net		7,166		6,521
Other expense, net		—		210
Income before income taxes		24,426		33,280
Income tax expense		9,314		12,833
Net income	$	15,112	$	20,447
Net income per common share - diluted	$	0.36	$	0.44
Weighted average number of common shares - diluted		42,420		46,656

-tables continue-

United Stationers Reports First Quarter 2012 Earnings

Page six of eight

United Stationers Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(dollars in thousands, except share data)

	March 31,						As of Dec. 31, 2011
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	11,198		$	39,521			11,783
Accounts receivable, net		642,028			648,099			659,215
Inventories		672,274			636,250			741,507
Other current assets		31,109			30,869			48,093
Total current assets		1,356,609			1,354,739			1,460,598
Property, plant and equipment, net		126,931			130,878			129,438
Intangible assets, net		55,020			60,134			56,285
Goodwill		328,061			328,061			328,061
Other long-term assets		21,653			17,755			20,500
Total assets	$	1,888,274		$	1,891,567			1,994,882
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	433,725		$	422,449			499,265
Accrued liabilities		173,059			161,151			193,572
Short-term debt		50,000			6,800			—
Total current liabilities		656,784			590,400			692,837
Deferred income taxes		14,975			14,522			14,750
Long-term debt		462,150			435,000			496,757
Other long-term liabilities		71,750			81,901			85,859
Total liabilities		1,205,659			1,121,823			1,290,203
Stockholders’ equity:
Common stock, $0.10 par value; authorized - 100,000,000 shares, issued - 74,435,628 shares in 2012 and 2011		7,444			7,444			7,444
Additional paid-in capital		405,588			403,591			409,190
Treasury stock, at cost – 33,323,963 and 28,402,626 shares at March 31, 2012 and 2011, respectively and 32,281,847 shares at December 31, 2011		(940,564	)		(782,621	)		(908,667	)
Retained earnings		1,262,791			1,181,523			1,253,118
Accumulated other comprehensive loss		(52,644	)		(40,193	)		(56,406	)
Total stockholders’ equity		682,615			769,744			704,679
Total liabilities and stockholders’ equity	$	1,888,274		$	1,891,567		$	1,994,882

-tables continue-

United Stationers Reports First Quarter 2012 Earnings

Page seven of eight

United Stationers Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

	For the Three Months Ended March 31,
	2012			2011
Cash Flows From Operating Activities:
Net income	$	15,112		$	20,447
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,607			8,840
Share-based compensation		1,926			3,707
Gain on the disposition of plant, property and equipment		(49	)		—
Impairment of equity investment		—			1,635
Amortization of capitalized financing costs		241			194
Excess tax benefits related to share-based compensation		(464	)		(2,095	)
Deferred income taxes		(1,944	)		(1,329	)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, net		17,640			(19,772	)
Decrease in inventory		69,959			48,178
Decrease (increase) in other assets		15,681			(680	)
(Decrease) increase in accounts payable		(63,520	)		49,660
Decrease in checks in-transit		(1,758	)		(48,672	)
Decrease in accrued liabilities		(19,427	)		(19,530	)
(Decrease) increase in other liabilities		(14,108	)		458
Net cash provided by operating activities		27,896			41,041
Cash Flows From Investing Activities:
Capital expenditures		(4,479	)		(9,819	)
Proceeds from the disposition of property, plant and equipment		84			—
Net cash used in investing activities		(4,395	)		(9,819	)
Cash Flows From Financing Activities:
Net borrowings under debt arrangements		15,393			—
Net (disbursements) proceeds from share-based compensation arrangements		(942	)		9,615
Acquisition of treasury stock, at cost		(33,575	)		(24,611	)
Payment of cash dividends		(5,436	)		—
Excess tax benefits related to share-based compensation		464			2,095
Payment of debt issuance costs		—			(111	)
Net cash used in by financing activities		(24,096	)		(13,012	)
Effect of exchange rate changes on cash and cash equivalents		10			10
Net change in cash and cash equivalents		(585	)		18,220
Cash and cash equivalents, beginning of period		11,783			21,301
Cash and cash equivalents, end of period	$	11,198		$	39,521

-tables continue-

United Stationers Reports First Quarter 2012 Earnings

Page eight of eight

United Stationers Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

Adjusted Operating Income, Net Income, and Diluted Earnings Per Share

(in thousands, except per share data)

	For the Three Months Ended March 31,
	2012						2011
	Amount			% to Net Sales			Amount			% to Net Sales
Net sales	$	1,271,647			100.00	%	$	1,237,453			100.00	%
Gross profit	$	180,929			14.23	%	$	182,372			14.74	%
Operating expenses	$	149,337			11.74	%	$	142,361			11.50	%
Facility closures and severance charge		(6,247	)		(0.49	)%		—			—
Asset impairment charge		—			—			(1,635	)		(0.13	)%
Adjusted operating expenses	$	143,090			11.25	%	$	140,726			11.37	%
Operating income	$	31,592			2.49	%	$	40,011			3.24	%
Operating expense items noted above		6,247			0.49			1,635			0.13
Adjusted operating income	$	37,839			2.98	%	$	41,646			3.37	%
Net income	$	15,112					$	20,447
Operating expense items noted above		3,873						1,635
Adjusted net income	$	18,985					$	22,082
Diluted earnings per share	$	0.36					$	0.44
Per share operating expense items noted above		0.09						0.03
Adjusted diluted earnings per share	$	0.45					$	0.47
Weighted average number of common shares — diluted		42,420						46,656

Note: Adjusted Operating Expenses, Operating Income, Net Income and Earnings Per Share in the first quarter of 2012 exclude the effects of a $6.2 million charge related facility closures and severance cost. In the first quarter of 2011, Adjusted Operating Expenses, Operating Income, Net Income and Earnings Per Share exclude the effects of a non-deductible asset impairment charge of $1.6 million. Generally Accepted Accounting Principles require that the effects of this item be included in the Condensed Consolidated Statements of Income. Management believes that excluding this item is an appropriate comparison of its ongoing operating results to last year. It is helpful to provide readers of its financial statements with a reconciliation of these items to its Condensed Consolidated Statements of Income reported in accordance with Generally Accepted Accounting Principles.

-##-

EX-99.2

April 23, 2012

1

United Stationers Inc.

Earnings Presentation

First Quarter 2012

TO BE FILED IN

CONJUNCTION WITH

PRESS RELEASE

Exhibit 99.2

April 23, 2012

2

Forward Looking Statements and

Non-GAAP Measures

This news release contains forward-looking statements, including references to goals, plans, strategies, objectives, projected costs or

savings, anticipated future performance, results 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 following: prevailing economic conditions and changes affecting the business products industry and the general economy; United’s

ability to effectively manage its operations and to implement growth, cost-reduction and margin-enhancement initiatives; United’s reliance on

key customers, and the risks inherent in continuing or increased customer concentration; United’s reliance on key suppliers and the supplier

allowances and promotional incentives they offer; United’s reliance on independent resellers for a significant percentage of its net sales and,

therefore, the importance of the continued independence, viability and success of these resellers; continuing or increasing competitive activity

and pricing pressures within existing or expanded product categories, including competition from product manufacturers who sell directly to

United’s customers; the impact of a loss of, or substantial decrease in, the availability of products or service from key vendors at competitive

prices; United’s ability to maintain its existing information technology systems and the systems and eCommerce services that it provides to

customers, and to successfully procure, develop and implement new systems and services without business disruption or other unanticipated

difficulties or costs; the creditworthiness of United’s customers; United’s ability to manage inventory in order to maximize sales and supplier

allowances while minimizing excess and obsolete inventory; United’s success in effectively identifying, consummating and integrating

acquisitions; the risks and expense associated with United’s obligations to maintain the security of private information provided by United’s

customers; the costs and risks related to compliance with laws, regulations and industry standards affecting United’s business; the availability

of financing sources to meet United’s business needs; United’s reliance on key management personnel, both in day-to-day operations and in

execution of new business initiatives; and the effects of hurricanes, acts of terrorism and other natural or man-made disruptions. 

Shareholders, potential investors and other readers are urged to consider these risks and uncertainties in evaluating forward-looking

statements and are cautioned not to place undue reliance on the forward-looking statements. For additional information about risks and

uncertainties that could materially affect United’s results, please see the company’s Securities and Exchange Commission filings.  The

forward-looking information in this news release is made as of this date only, and the company does not undertake to update any forward-

looking statement.  Investors are advised to consult any further disclosure by United regarding the matters discussed in this release in its

filings with the Securities and Exchange Commission and in other written statements it makes from time to time.  It is not possible to

anticipate or foresee all risks and uncertainties, and investors should not consider any list of risks and uncertainties to be exhaustive or

complete.

* This is non-GAAP information.  A reconciliation of these items to the most comparable GAAP measures is presented on the company’s

Website (www.unitedstationers.com) under the Investor Information section.  Except as noted, all references within this presentation to

financial results are presented in accordance with U.S. Generally Accepted Accounting Principles.

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

April 23, 2012

3

Q1 2012 Headlines

Sales increased 2.8% from Q1 2011 to $1.3 billion.

Adjusted earnings per diluted share were $0.45*, compared to an adjusted

Q1 2011 EPS of $0.47*. 

Gross margin rate of 14.2% was down from 14.7% last year.

Adjusted operating expenses in Q1 2012 were $143.1 million*, compared

to an adjusted $140.7 million* in the prior-year quarter, and were 11.3%* of

sales, down from 11.4%* of sales in the prior-year quarter.

Adjusted operating income as a percent of sales was 3.0%*, down from last

year’s adjusted 3.4%*.

Adjusted net income was $19.0 million*, compared to an adjusted $22.1

million* in Q1 2011.

Net cash provided by operating activities was $27.9 million in Q1 2012.

Debt was up $15.4 million from December 31, 2011 to $512.2 million.

During the quarter, the Company repurchased 1.1 million shares for $33.6

million and paid a cash dividend of $5.4 million to common shareholders.

April 23, 2012

4

First Quarter 2012 P&L

% to sales change

$

% to Sales

$

% to Sales

$ change

% change

Unfav

$ Millions (except EPS)

QTD Q1 2012

QTD Q1 2012

QTD Q1 2011

QTD Q1 2011

Fav (Unfav)

Fav (Unfav)

basis points

Net Sales

1,271.6

$      

1,237.5

$      

34.1

$       

2.8%

Gross Margin

180.9

14.23%

182.4

14.74%

(1.5)

(0.8%)

(51)

Operating Expense

149.3

11.74%

142.4

11.50%

(6.9)

(4.8%)

(24)

Operating Income

31.6

2.49%

40.0

3.24%

(8.4)

(21.0%)

(75)

Interest & Other

7.2

0.57%

6.8

0.55%

(0.4)

(5.9%)

(2)

Taxes

9.3

0.74%

12.8

1.04%

3.5

27.3%

30

Net Income

15.1

$          

1.18%

20.4

$          

1.65%

(5.3)

$        

(26.0%)

(47)

Diluted Shares (000s)

42,420

46,656

Diluted EPS

0.36

$          

0.44

$          

(0.08)

$      

(18.2%)

Adjusted to exclude non-operating items *

Adjusted Operating Expenses

143.1

$        

11.25%

140.7

$        

11.37%

2.4

$         

1.7%

(12)

Adjusted Operating Income

37.8

2.98%

41.6

3.37%

(3.8)

(9.1%)

(39)

Adjusted Net Income

19.0

1.49%

22.1

1.79%

(3.1)

(14.0%)

(30)

Adjusted Diluted EPS

0.45

$          

0.47

$          

(0.02)

$      

(4.3%)

April 23, 2012

5

Sales

by Product Category –

Q1 2012

April 23, 2012

6

Sales by Channel –

Q1 2012

Sales growth

Sales growth

Sales growth

Sales growth

(decline)

(decline)

(decline)

(decline)

Sales growth

Q1 2012

Q4 2011

Q3 2011

Q2 2011

Q1 2011

Channel

vs Q1 2011

vs Q4 2010

vs Q3 2010

vs Q2 2010

vs Q1 2010

Independent

& Other

6.0%

4.6%

5.7%

4.4%

6.2%

Nationals

(14.9%)

(17.5%)

(12.1%)

(5.6%)

2.0%

Independent

& Other

87%

Nationals

13%

Q1 2012

April 23, 2012

7

Gross Margin

dollars in millions

Q1 11

Q2 11

Q3 11

Q4 11

Q1 12

Dollars

$182.4

$184.2

$199.7

$173.7

$180.9

Rate

14.7%

14.7%

15.3%

14.5%

14.2%

10.0%

12.5%

15.0%

17.5%

20.0%

$-

$25.0

$50.0

$75.0

$100.0

$125.0

$150.0

$175.0

$200.0

April 23, 2012

8

Adjusted Operating Expense*

dollars in millions

Q1 11 *

Q2 11 *

Q3 11

Q4 11 *

Q1 12 *

Dollars

$140.7

$132.0

$135.1

$128.6

$143.1

Rate

11.4%

10.5%

10.3%

10.7%

11.3%

7.5%

10.0%

12.5%

15.0%

$-

$25.0

$50.0

$75.0

$100.0

$125.0

$150.0

April 23, 2012

9

Adjusted Operating Income*

dollars in millions

Q1 11 *

Q2 11 *

Q3 11

Q4 11 *

Q1 12 *

Dollars

$41.6

$52.2

$64.6

$45.2

$37.8

Rate

3.4%

4.2%

4.9%

3.8%

3.0%

2.0%

3.0%

4.0%

5.0%

6.0%

$-

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

$70.0

April 23, 2012

10

Adjusted Earnings per Share*

shares in millions

Q1 11 *

Q2 11 *

Q3 11

Q4 11 *

Q1 12 *

EPS

$0.47

$0.59

$0.81

$0.64

$0.45

Diluted Shares

46.656

46.340

44.202

43.010

42.420

-

1.000

$-

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

$0.80

$0.90

April 23, 2012

11

Working Capital Summary

$ Millions

3/31/2011

6/30/2011

9/30/2011

12/31/2011

3/31/2012

Accounts Receivable

648.1

$        

669.5

$        

699.2

$        

659.2

$        

642.0

$        

Inventories (LIFO)

636.2

632.1

615.5

741.5

672.3

Accounts Payable

422.4

443.5

410.8

499.3

433.7

Q1 11

Q2 11

Q3 11

Q4 11

Q1 12

Net Trade A/R DSO

41

41

42

42

40

Inventory Turns

6.4

6.8

7.1

6.1

6.2

A/P as % Inventory (LIFO)

66%

70%

67%

67%

65%

A/P as % Inventory (FIFO)

58%

61%

58%

60%

56%

April 23, 2012

12

Cash Flows

QTD

QTD

QTD

QTD

QTD

$ Millions

Q1 11

Q2 11

Q3 11

Q4 11

2011

Q1 12

Net Income

20.4

$          

24.9

$          

35.8

$          

27.9

$          

109.0

$        

15.1

$          

Depreciation & Amortization

9.0

8.9

8.7

8.4

35.0

8.8

Share-based compensation

3.7

6.7

2.7

2.6

15.7

1.9

Writedown on impaired assets

1.6

-

-

-

1.6

-

Change in Accounts Receivable

(19.8)

(21.3)

(30.6)

40.0

(31.7)

17.6

Change in Inventory

48.2

4.3

15.2

(126.1)

(58.4)

70.0

Change in Accounts Payable

1.0

21.0

(33.1)

88.5

77.4

(65.3)

Change in Other Working Capital

(18.7)

(3.3)

21.7

(17.0)

(17.3)

(2.4)

Change in Working Capital

10.7

0.7

(26.8)

(14.6)

(30.0)

19.9

Other

(4.4)

(8.9)

5.8

6.6

(0.9)

(17.8)

Adjusted cash provided by operating

activities

41.0

32.3

26.2

30.9

130.4

27.9

Capital Expenditures

(9.8)

(6.4)

(4.6)

(7.2)

(28.0)

(4.5)

Proceeds from disposition of fixed assets

-

-

0.1

-

0.1

0.1

Net cash used for capital expenditures *

(9.8)

(6.4)

(4.5)

(7.2)

(27.9)

(4.4)

Free Cash Flow *

31.2

$          

25.9

$          

21.7

$          

23.7

$          

102.5

$        

23.5

$          

April 23, 2012

13

Debt and Capitalization

$ Millions

3/31/2011

6/30/2011

9/30/2011

12/31/2011

3/31/2012

Debt

441.8

$     

441.8

$     

489.7

$     

496.8

$     

512.2

$     

Equity

769.7

752.7

721.2

704.7

682.6

Total capitalization

1,211.5

$   

1,194.5

$   

1,210.9

$   

1,201.4

$   

1,194.8

$   

Debt-to-total capitalization

36.5%

37.0%

40.4%

41.3%

42.9%