10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2012

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: 0-10653

UNITED STATIONERS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	36-3141189
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

One Parkway North Boulevard

Suite 100

Deerfield, Illinois 60015-2559

(847) 627-7000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 and Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

On April 30, 2012, the registrant had outstanding 40,673,168 shares of common stock, par value $0.10 per share.

UNITED STATIONERS INC.

FORM 10-Q

For the Quarterly Period Ended March 31, 2012

TABLE OF CONTENTS

	Page No.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011		3
Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2012 and 2011		4
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March  31, 2012 and 2011		5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011		6
Notes to Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
Item 4. Controls and Procedures		28
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		29
Item 1A. Risk Factors		29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		29
Item 6. Exhibits		30
SIGNATURES		31

2

UNITED STATIONERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	(Unaudited)			(Audited)
	As of March  31, 2012			As of December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	11,198		$	11,783
Accounts receivable, less allowance for doubtful accounts of $26,118 in 2012 and $28,323 in 2011		642,028			659,215
Inventories		672,274			741,507
Other current assets		31,109			48,093
Total current assets		1,356,609			1,460,598
Property, plant and equipment, at cost		459,352			456,354
Less—accumulated depreciation and amortization		332,421			326,916
Net property, plant and equipment		126,931			129,438
Intangible assets, net		55,020			56,285
Goodwill		328,061			328,061
Other long-term assets		21,653			20,500
Total assets	$	1,888,274		$	1,994,882
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	433,725		$	499,265
Accrued liabilities		173,059			193,572
Short-term debt		50,000			—
Total current liabilities		656,784			692,837
Deferred income taxes		14,975			14,750
Long-term debt		462,150			496,757
Other long-term liabilities		71,750			85,859
Total liabilities		1,205,659			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
Additional paid-in capital		405,588			409,190
Treasury stock, at cost –33,323,963 shares in 2012 and 32,281,847 shares in 2011		(940,564	)		(908,667	)
Retained earnings		1,262,791			1,253,118
Accumulated other comprehensive loss		(52,644	)		(56,406	)
Total stockholders’ equity		682,615			704,679
Total liabilities and stockholders’ equity	$	1,888,274		$	1,994,882

See notes to condensed consolidated financial statements.

3

UNITED STATIONERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(Unaudited)

	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 expenses		149,337		142,361
Operating income		31,592		40,011
Interest expense, net		7,166		6,521
Other expense		—		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 share—basic:
Net income per share—basic	$	0.36	$	0.45
Average number of common shares outstanding—basic		41,574		45,478
Net income per share—diluted:
Net income per share—diluted	$	0.36	$	0.44
Average number of common shares outstanding—diluted		42,420		46,656
Dividends declared per share	$	0.13	$	0.13

See notes to condensed consolidated financial statements.

4

UNITED STATIONERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS COMPREHENSIVE INCOME

(in thousands, except per share data)

(Unaudited)

	For the Three Months Ended
	March 31,
	2012		2011
Net income	$	15,112	$	20,447
Other comprehensive income, net of tax
Unrealized translation adjustment		1,618		738
Unrealized interest rate swap adjustments		2,144		2,236
Other comprehensive income	$	3,762	$	2,974
Comprehensive income	$	18,874	$	23,421

See notes to condensed consolidated financial statements.

5

UNITED STATIONERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	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 property, plant 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 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		$	39,251
Other Cash Flow Information:
Income tax (refunds) payments, net	$	(9,334	)	$	1,012
Interest paid		6,887			6,445

See notes to condensed consolidated financial statements.

6

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying Condensed Consolidated Financial Statements represent United Stationers Inc. (“USI”) with its wholly owned subsidiary United Stationers Supply Co. (“USSC”), and USSC’s subsidiaries (collectively, “United” or the “Company”). The Company is a leading national wholesale distributor of business products, with net sales of approximately $5.0 billion for the year ended December 31, 2011. The Company stocks about 100,000 items from over 1,000 manufacturers. These items include a broad spectrum of technology products, traditional office products, office furniture, janitorial and breakroom supplies, and industrial supplies. In addition, the Company also offers private brand products. The Company primarily serves commercial and contract office products dealers, janitorial/breakroom product distributors, computer product resellers, furniture dealers, and industrial product distributors. The Company sells its products through a national distribution network of 62 distribution centers to its over 25,000 reseller customers, who in turn sell directly to end-consumers.

The accompanying Condensed Consolidated Financial Statements are unaudited, except for the Condensed Consolidated Balance Sheet as of December 31, 2011, which was derived from the December 31, 2011 audited financial statements. The Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements, prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. Accordingly, the reader of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 for further information.

In the opinion of the management of the Company, the Condensed Consolidated Financial Statements for the periods presented include all adjustments necessary to fairly present the Company’s results for such periods. Certain interim estimates of a normal, recurring nature are recognized throughout the year, relating to accounts receivable, supplier allowances, inventory, customer rebates, price changes and product mix. The Company evaluates these estimates periodically and makes adjustments where facts and circumstances dictate.

Stock and Cash Dividends

On March 1, 2011, the Company’s Board of Directors approved a two-for-one stock split of the Company’s issued common shares, which was paid in the form of a 100% stock dividend. All stockholders received one additional share on May 31, 2011 for each share owned at the close of business on the record date of May 16, 2011. This did not change the proportionate interest that a stockholder maintains in the Company. All shares and per share amounts in this report reflect the two-for-one stock split.

The Board of Directors approved during the past two years, and the Company has paid, the following cash dividends:

Board Approval	Record Date	Payment Date	Dividend Per Share
March 1, 2011	March 15, 2011	April 15, 2011	$0.13
May 11, 2011	June 15, 2011	July 15, 2011	$0.13
July 15, 2011	September 15, 2011	October 14, 2011	$0.13
October 19, 2011	December 15, 2011	January 13, 2012	$0.13
February 24, 2012	March 15, 2012	April 13, 2012	$0.13

2. Summary of Significant Accounting Policies

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates.

Various assumptions and other factors underlie the determination of significant accounting estimates. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. The Company periodically reevaluates these significant factors and makes adjustments where facts and circumstances dictate.

7

Supplier Allowances

Supplier allowances (fixed or variable) are common practice in the business products industry and have a significant impact on the Company’s overall gross margin. Gross margin is determined by, among other items, file margin (determined by reference to invoiced price), as reduced by customer discounts and rebates as discussed below, and increased by supplier allowances and promotional incentives. Receivables related to supplier allowances totaled $60.2 million and $81.3 million as of March 31, 2012 and December 31, 2011, respectively. These receivables are included in “Accounts receivable” in the Condensed Consolidated Balance Sheets.

The majority of the Company’s annual supplier allowances and incentives are variable, based solely on the volume and mix of the Company’s product purchases from suppliers. These variable allowances are recorded based on the Company’s annual inventory purchase volumes and product mix and are included in the Company’s Condensed Consolidated Financial Statements as a reduction to cost of goods sold, thereby reflecting the net inventory purchase cost. The remaining portion of the Company’s annual supplier allowances and incentives are fixed and are earned based primarily on supplier participation in specific Company advertising and marketing publications. Fixed allowances and incentives are taken to income through lower cost of goods sold as inventory is sold.

Supplier allowances and incentives attributable to unsold inventory are carried as a component of net inventory cost. The potential amount of variable supplier allowances often differs based on purchase volumes by supplier and product category. As a result, changes in the Company’s sales volume (which can increase or reduce inventory purchase requirements) and changes in product sales mix (especially because higher-margin products often benefit from higher supplier allowance rates) can create fluctuations in variable supplier allowances.

Customer Rebates

Customer rebates and discounts are common practice in the business products industry and have a significant impact on the Company’s overall sales and gross margin. Such rebates are reported in the Condensed Consolidated Financial Statements as a reduction of sales. Accrued customer rebates of $36.4 million and $55.7 million as of March 31, 2012 and December 31, 2011, respectively, are primarily included as a component of “Accrued liabilities” in the Condensed Consolidated Balance Sheets.

Customer rebates include volume rebates, sales growth incentives, advertising allowances, participation in promotions and other miscellaneous discount programs. These rebates are paid to customers monthly, quarterly and/or annually. Estimates for volume rebates and growth incentives are based on estimated annual sales volume to the Company’s customers. The aggregate amount of customer rebates depends on product sales mix and customer mix changes. Reported results reflect management’s current estimate of such rebates. Changes in estimates of sales volumes, product mix, customer mix or sales patterns, or actual results that vary from such estimates may impact future results.

Revenue Recognition

Revenue is recognized when a service is rendered or when title to the product has transferred to the customer. Management records an estimate for future product returns related to revenue recognized in the current period. This estimate is based on historical product return trends and the gross margin associated with those returns. Management also records customer rebates that are based on annual sales volume to the Company’s customers. Annual rebates earned by customers include growth components, volume hurdle components, and advertising allowances.

Shipping and handling costs billed to customers are treated as revenues and recognized at the time title to the product has transferred to the customer. Freight costs are included in the Company’s Condensed Consolidated Financial Statements as a component of cost of goods sold and not netted against shipping and handling revenues. Net sales do not include sales tax charged to customers.

Additional revenue is generated from the sale of software licenses, delivery of subscription services (including the right to use software and software maintenance services), and professional services. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fees are fixed and determinable, and collection is considered probable. If collection is not considered probable, the Company recognizes revenue when the fees are collected. If fees are not fixed and determinable, the Company recognizes revenues when the fees become due from the customer.

Accounts Receivable

In the normal course of business, the Company extends credit to customers that satisfy pre-defined credit criteria. Accounts receivable, as shown on the Condensed Consolidated Balance Sheets, include such trade accounts receivable and are net of allowances for doubtful accounts and anticipated discounts. The Company makes judgments as to the collectability of trade accounts receivable based on historical trends and future expectations. Management estimates an allowance for doubtful accounts, which addresses the collectability of trade accounts receivable. This allowance adjusts gross trade accounts receivable downward to its estimated collectible or net realizable value. To determine the allowance for doubtful accounts, management reviews specific customer risks and the Company’s trade accounts receivable aging. Uncollectible trade receivable balances are written off against the allowance for doubtful accounts when it is determined that the trade receivable balance is uncollectible.

8

Insured Loss Liability Estimates

The Company is primarily responsible for retained liabilities related to workers’ compensation, vehicle, and certain employee health benefits. The Company records expense for paid and open claims and an expense for claims incurred but not reported based upon historical trends and certain assumptions about future events. The Company has an annual per-person maximum cap, provided by a third-party insurance company, on certain employee medical benefits. In addition, the Company has a per-occurrence maximum loss and an annual aggregate maximum cap on workers’ compensation and auto claims.

Leases

The Company leases real estate and personal property under operating leases. Certain operating leases include incentives from landlords including, landlord “build-out” allowances, rent escalation clauses and rent holidays or periods in which rent is not payable for a certain amount of time. The Company accounts for landlord “build-out” allowances as deferred rent at the time of possession and amortizes this deferred rent on a straight-line basis over the term of the lease.

The Company also recognizes leasehold improvements associated with the “build-out” allowances and amortizes these improvements over the shorter of (1) the term of the lease or (2) the expected life of the respective improvements. The Company accounts for rent escalation and rent holidays as deferred rent at the time of possession and amortizes this deferred rent on a straight-line basis over the term of the lease. As of March 31, 2012, any capital leases to which the Company is a party are negligible.

Inventories

Approximately 76% and 78% of total inventory as of March 31, 2012 and December 31, 2011, has been valued under the last-in, first-out (“LIFO”) accounting method. LIFO results in a better matching of costs and revenues. The remaining inventory is valued under the first-in, first-out (“FIFO”) accounting method. Inventory valued under the FIFO and LIFO accounting methods is recorded at the lower of cost or market. If the Company had valued its entire inventory under the lower of FIFO cost or market, inventory would have been $103.3 million and $96.1 million higher than reported as of March 31, 2012 and December 31, 2011, respectively. The change in the LIFO reserve since December 31, 2011 resulted in a $7.2 million increase in cost of goods sold which included a LIFO liquidation relating to a projected decrement in the Company’s office products LIFO pool. This projected decrement resulted in liquidation of LIFO inventory quantities carried at lower costs in prior years as compared with the cost of current year purchases. This liquidation resulted in LIFO income of $2.4 million which was more than offset by LIFO expense of $9.6 million related to current inflation for an overall net increase in cost of sales of $7.2 million referenced above.

The Company also records adjustments to inventory for shrinkage. Inventory that is obsolete, damaged, defective or slow moving is recorded at the lower of cost or market. These adjustments are determined using historical trends and are adjusted, if necessary, as new information becomes available. The Company charges certain warehousing and administrative expenses to inventory each period with $33.3 million and $33.8 million remaining in inventory as of March 31, 2012 and December 31, 2011, respectively.

Cash Equivalents

An unfunded check balance (payments in-transit) exists for the Company’s primary disbursement accounts. Under the Company’s cash management system, the Company utilizes available borrowings, on an as-needed basis, to fund the clearing of checks as they are presented for payment. As of March 31, 2012 and December 31, 2011, outstanding checks totaling $69.7 million and $71.4 million, respectively, were included in “Accounts payable” in the Condensed Consolidated Balance Sheets.

All highly liquid debt instruments with an original maturity of three months or less are considered to be short-term investments. Short-term investments consist primarily of money market funds rated AAA and are stated at cost, which approximates fair value. There were no short term investments as of March 31, 2012 and December 31, 2011.

Property, Plant and Equipment

Property, plant and equipment is recorded at cost. Depreciation and amortization are determined by using the straight-line method over the estimated useful lives of the assets. The estimated useful life assigned to fixtures and equipment is from two to ten years; the estimated useful life assigned to buildings does not exceed forty years; leasehold improvements are amortized over the lesser of their useful lives or the term of the applicable lease. Repair and maintenance costs are charged to expense as incurred.

9

Software Capitalization

The Company capitalizes internal use software development costs in accordance with accounting guidance on accounting for costs of computer software developed or obtained for internal use. Amortization is recorded on a straight-line basis over the estimated useful life of the software, generally not to exceed ten years. Capitalized software is included in “Property, plant and equipment, at cost” on the Condensed Consolidated Balance Sheets. The total costs are as follows (in thousands):

	As of March 31, 2012			As of December 31, 2011
Capitalized software development costs	$	70,828		$	69,879
Accumulated amortization		(53,142	)		(52,061	)
Net capitalized software development costs	$	17,686		$	17,818

Derivative Financial Instruments

The Company’s risk management policies allow for the use of derivative financial instruments to prudently manage foreign currency exchange rate and interest rate exposure. The policies do not allow such derivative financial instruments to be used for speculative purposes. At this time, the Company uses interest rate swaps which are subject to the management, direction and control of its financial officers. Risk management practices, including the use of all derivative financial instruments, are presented to the Board of Directors for approval.

All derivatives are recognized on the balance sheet date at their fair value. All derivatives are currently in a net liability position and are included in “Accrued liabilities” on the Condensed Consolidated Balance Sheets. The interest rate swaps that the Company has entered into are classified as cash flow hedges in accordance with accounting guidance on derivative instruments and hedging activities as they are hedging a forecasted transaction or the variability of cash flow to be paid by the Company. Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in other comprehensive income, net of tax, until earnings are affected by the forecasted transaction or the variability of cash flow, and then are reported in current earnings.

The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives designated as cash flow hedges to specific forecasted transactions or variability of cash flow.

The Company formally assesses, at both the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items. When it is determined that a derivative is not highly effective as a hedge then hedge accounting is discontinued prospectively in accordance with accounting guidance on derivative instruments and hedging activities. This has not occurred as all cash flow hedges contain no ineffectiveness. See Note 11, “Derivative Financial Instruments”, for further detail.

Income Taxes

The Company accounts for income taxes using the liability method in accordance with the accounting guidance for income taxes. The Company estimates actual current tax expense and assesses temporary differences that exist due to differing treatments of items for tax and financial statement purposes. These temporary differences result in the recognition of deferred tax assets and liabilities. A provision has not been made for deferred U.S. income taxes on the undistributed earnings of the Company’s foreign subsidiaries as these earnings have historically been permanently invested. It is not practicable to determine the amount of unrecognized deferred tax liability for such unremitted foreign earnings. The Company accounts for interest and penalties related to uncertain tax positions as a component of income tax expense.

Foreign Currency Translation

The functional currency for the Company’s foreign operations is the local currency. Assets and liabilities of these operations are translated into U.S. currency at the rates of exchange at the balance sheet date. The resulting translation adjustments are included in accumulated other comprehensive loss, a separate component of comprehensive income and stockholders’ equity. Income and expense items are translated at average monthly rates of exchange. Realized gains and losses from foreign currency transactions were not material.

New Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04. The amendments in this ASU generally represent clarifications of fair value measurement, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements. On January 1, 2012, the Company adopted these amendments on a prospective basis and there was no impact on its financial position or results of operations.

10

In June 2011, the FASB issued ASU No. 2011-05, which requires entities to present items of net income and other comprehensive income either in a single continuous statement of comprehensive income or in two separate, but consecutive, statements of net income and other comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2011-05 was subsequently amended by ASU No. 2011-12, which deferred the requirement for companies to present reclassification adjustments for each component of accumulated other comprehensive income in both other comprehensive income and net income on the face of the financial statements. On January 1, 2012, the Company adopted the effective portions of ASU No. 2011-05, which are reflected in its financial position and results of operations.

3. Share-Based Compensation

Overview

As of March 31, 2012, the Company has two active equity compensation plans. A description of these plans is as follows:

Amended and Restated 2004 Long-Term Incentive Plan (“LTIP”)

In March 2004, the Company’s Board of Directors adopted the LTIP to, among other things, attract and retain managerial talent, further align the interests of key associates to those of the Company’s shareholders and provide competitive compensation to key associates. Award vehicles include stock options, stock appreciation rights, full value awards, cash incentive awards and performance-based awards. Key associates and non-employee directors of the Company are eligible to become participants in the LTIP, except that non-employee directors may not be granted incentive stock options.

Nonemployee Directors’ Deferred Stock Compensation Plan

Pursuant to the United Stationers Inc. Nonemployee Directors’ Deferred Stock Compensation Plan, non-employee directors may defer receipt of all or a portion of their retainer and meeting fees. Fees deferred are credited quarterly to each participating director in the form of stock units, based on the fair market value of the Company’s common stock on the quarterly deferral date. Each stock unit account generally is distributed and settled in whole shares of the Company’s common stock on a one-for-one basis, with a cash-out of any fractional stock unit interests, after the participant ceases to serve as a Company director.

Accounting For Share-Based Compensation

The following table summarizes the share-based compensation expense (in thousands):

	For the Three Months Ended
	March 31,
	2012			2011
Numerator:
Pre-tax expense	$	1,926		$	3,707
Tax effect		(732	)		(1,401	)
After tax expense		1,194			2,306
Denominator:
Denominator for basic shares—weighted average shares		41,574			45,478
Denominator for diluted shares—Adjusted weighted average shares and the effect of dilutive securities		42,420			46,656
Net expense per share:
Net expense per share—basic	$	0.03		$	0.05
Net expense per share—diluted	$	0.03		$	0.05

11

The following tables summarize the intrinsic value of options outstanding, exercisable, and exercised for the applicable periods listed below:

Intrinsic Value of Options

(in thousands of dollars)

	Outstanding		Exercisable
As of March 31, 2012	$	10,364	$	10,364
As of March 31, 2011		21,837		21,837

Intrinsic Value of Options Exercised

(in thousands of dollars)

	For the Three  Months Ended
March 31, 2012	$	886
March 31, 2011		5,972

The following tables summarize the intrinsic value of restricted shares outstanding and vested for the applicable periods listed below:

Intrinsic Value of Restricted Shares Outstanding

(in thousands of dollars)

As of March 31, 2012	$	37,262
As of March 31, 2011		54,294

Intrinsic Value of Restricted Shares Vested

(in thousands of dollars)

	For the Three  Months Ended
March 31, 2012	$	4,463
March 31, 2011		6,916

The aggregate intrinsic values summarized in the tables above are based on the closing sale price per share for the Company’s Common Stock on the last day of trading in each respective fiscal period which were $31.03 per share for the 2012 period end and $36.03 per share for the 2011 period end on a post-split basis. Additionally, the aggregate intrinsic value of options exercisable does not include the value of options for which the exercise price exceeds the stock price as of the last day of trading in each respective fiscal period.

Accounting guidance on share-based payments requires that cash flows resulting from the tax benefits from tax deductions in excess of the compensation cost recognized for those share-based awards (excess tax benefits) be classified as financing cash flows. For the three months ended March 31, 2012, the $0.5 million excess tax benefits classified as financing cash inflows on the Condensed Consolidated Statement of Cash Flows would have been classified as operating cash inflows if the Company had not adopted this guidance on share-based payments.

Stock Options

There were no stock options granted during the first quarter of 2012 or 2011. As of March 31, 2012, there was no unrecognized compensation cost related to stock option awards granted. The fair value of option awards and modifications to option awards is estimated on the date of grant or modification using a Black-Scholes option valuation model that uses various assumptions including the expected stock price volatility, risk-free interest rate, and expected life of the option. Historically, stock options vested in annual increments over three years and have a term of 10 years. Compensation costs for all stock options are recognized, net of estimated forfeitures, on a straight-line basis as a single award typically over the vesting period. The Company estimates expected volatility based on historical volatility of the price of its common stock. The Company estimates the expected term of share-based awards by using historical data relating to option exercises and employee terminations to estimate the period of time that options granted are expected to be outstanding. The interest rate for periods during the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

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The following table summarizes the transactions, excluding restricted stock, under the Company’s equity compensation plans for the three months ended March 31, 2012:

Stock Options Only	Shares			Weighted Average Exercise Price		Weighted Average Exercise Contractual Life		Aggregate Intrinsic Value ($000)*
Options outstanding—December 31, 2011		1,715,380		$	24.62
Granted		—			—
Exercised		(53,248	)		15.34
Canceled		—			—
Options outstanding – March 31, 2012		1,662,132		$	24.92		3.5	$	10,364
Number of options exercisable		1,662,132		$	24.92		3.5	$	10,364

* Aggregate intrinsic value of options exercisable does not include the value of options for which the exercise price exceeds the stock price as of March 31, 2012.

Restricted Stock and Restricted Stock Units

The Company granted 192,326 shares of restricted stock and 204,686 restricted stock units (“RSUs”) during the first quarter of 2012. During the first quarter of 2011, the Company granted 4,000 shares of restricted stock and 201,614 RSUs. The majority of the restricted stock granted in each period vests in three equal annual installments on the anniversaries of the date of the grant. The majority of the RSUs granted in 2012 and 2011 vest in three annual installments based on the terms of the agreements, to the extent earned based on the Company’s cumulative economic profit performance against target economic profit goals. A summary of the status of the Company’s restricted stock and RSU grants and changes during the three months ended March 31, 2012, is as follows:

Restricted Shares and RSU’s Only	Shares			Weighted Average Grant Date Fair Value		Weighted Average Contractual Life		Aggregate Intrinsic Value ($000)
Shares outstanding - December 31, 2011		1,002,125		$	26.42
Granted		397,012			30.51
Vested		(147,065	)		19.98
Canceled		(51,428	)		27.40
Outstanding – March 31, 2012		1,200,644		$	28.55		2.1	$	37,262

4. Goodwill and Intangible Assets

Accounting guidance on goodwill and intangible assets requires that goodwill be tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company performs an annual impairment test on goodwill and intangible assets with indefinite lives at October 1st of each year. Based on this latest test, the Company concluded that the fair value of each of the reporting units was in excess of the carrying value as of October 1, 2011. At October 1, 2011 the Company adopted Accounting Standards update (“ASU”) 2011-8 which allows for the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether the Company should calculate the fair value of a reporting unit. The Company does not believe any triggering event occurred during the three-month period ended March 31, 2012 that would require an interim impairment assessment. As a result, goodwill and intangible assets with indefinite lives were not tested for impairment during the three-month period ended March 31, 2012.

As of March 31, 2012 and December 31, 2011, the Company’s Condensed Consolidated Balance Sheets reflected $328.1 million of goodwill at each period-end, and $55.0 million and $56.3 million in net intangible assets, respectively.

Net intangible assets consist primarily of customer lists, trademarks, and non-compete agreements purchased as part of past acquisitions. The Company has no intention to renew or extend the terms of acquired intangible assets and accordingly, did not incur any related costs during the first quarter of 2012. Amortization of intangible assets purchased totaled $1.3 million for the first quarter of 2012 and for the first quarter of 2011. Accumulated amortization of intangible assets as of March 31, 2012 and December 31, 2011 totaled $28.0 million and $26.7 million, respectively.

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5. Severance and Restructuring Charges

On February 13, 2012, the Company approved a distribution network optimization and cost reduction program. This program was substantially completed in the first quarter of 2012 and the Company recorded a $6.2 million pre-tax charge in that period in connection with these actions. The pre-tax charge is comprised of facility closure expenses of $2.6 million and severance and related expense of $3.6 million which were included in operating expenses. Cash outflows for this action will occur primarily during 2012 and 2013. Cash outlays associated with this severance charge in the three months ended March 31, 2012 were $0.2 million. As of March 31, 2012, the Company had accrued liabilities for these actions of $3.4 million.

On December 31, 2010, the Company approved an early retirement program for eligible employees and a focused workforce realignment to support strategic initiatives. The Company recorded a pre-tax charge of $9.1 million in the fourth quarter of 2010 for estimated severance pay, benefits and outplacement costs related to these actions. This charge was included in the operating expenses on the Consolidated Statements of Income for the quarter ending December 31, 2010. Cash outlays associated with this severance charge in the three months ended March 31, 2012 were $1.3 million. During the year ended December 31, 2011, the Company had a reversal of a portion of these severance charges of $0.9 million. As of March 31, 2012 and December 31, 2011, the Company had accrued liabilities for these actions of $1.3 million and $2.6 million, respectively.

6. Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if dilutive securities were exercised into common stock. Stock options, restricted stock and deferred stock units are considered dilutive securities. For the three-month periods ending March 31, 2012 and March 31, 2011, 0.1 million shares of common stock were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	For the Three Months Ended
	March 31,
	2012		2011
Numerator:
Net income	$	15,112	$	20,447
Denominator:
Denominator for basic earnings per share—weighted average shares		41,574		45,478
Effect of dilutive securities:
Employee stock options and restricted units		846		1,178
Denominator for diluted earnings per share—Adjusted weighted average shares and the effect of dilutive securities		42,420		46,656
Net income per share:
Net income per share—basic	$	0.36	$	0.45
Net income per share—diluted	$	0.36	$	0.44

Common Stock Repurchases

On February 24, 2012, the Board of Directors approved an expanded stock repurchase program authorizing the purchase of an additional $100.0 million of the Company’s common stock. Depending on market and business conditions and other factors, the Company may continue or suspend purchasing its common stock at any time without notice. Acquired shares are included in the issued shares of the Company and treasury stock, but are not included in average shares outstanding when calculating earnings per share data. During the three-month periods ended March 31, 2012 and 2011, the Company repurchased 1,128,155 and 372,838 shares of USI’s common stock at an aggregate cost of $33.6 million and $24.6 million, respectively. As of March 31, 2012, the Company had remaining Board authorization to repurchase approximately $91.0 million of USI common stock. During the first quarter of 2012 and 2011, the Company reissued 196,739 and 527,556 shares, respectively, of treasury stock to fulfill its obligations under its equity incentive plans.

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7. Debt

USI is a holding company and, as a result, its primary sources of funds are cash generated from operating activities of its direct operating subsidiary, USSC, and from borrowings by USSC. The 2011 Credit Agreement (as defined below), the 2007 Credit Agreement (as defined below), the 2007 Note Purchase Agreement (as defined below) and the current Receivables Securitization Program (as defined below) contain restrictions on the use of cash transferred from USSC to USI.

Debt consisted of the following amounts (in millions):

	As of March 31, 2012		As of December 31, 2011
2011 Credit Agreement	$	327.2	$	361.8
2007 Master Note Purchase Agreement (Private Placement)		135.0		135.0
2009 Receivables Securitization Program		50.0		—
Total	$	512.2	$	496.8

As of March 31, 2012, 100% of the Company’s outstanding debt is priced at variable interest rates based primarily on the applicable bank prime rate or London InterBank Offered Rate (“LIBOR”). While the Company had primarily all of its outstanding debt based on LIBOR at March 31, 2012, the Company had hedged $435 million of this debt with three separate interest rate swaps further discussed in Note 2, “Summary of Significant Accounting Policies”, and Note 11, “Derivative Financial Instruments”, to the Condensed Consolidated Financial Statements. As of March 31, 2012, the overall weighted average effective borrowing rate of the Company’s debt was 4.7%. At March 31, 2012 funding levels based on the Company’s unhedged debt of $77.2 million, a 50 basis point movement in interest rates would not result in a material change in annualized interest expense, on a pre-tax basis, nor upon cash flows from operations.

Receivables Securitization Program

On March 3, 2009, USI entered into an accounts receivables securitization program (as amended to date, the “Receivables Securitization Program” or the “Program” or the “Current Program”) that replaced the securitization program that USI terminated on March 2, 2009 (the “Prior Receivables Securitization Program” or the “Prior Program”). The parties to the Program are USI, USSC, United Stationers Financial Services (“USFS”), United Stationers Receivables, LLC (“USR”), and Bank of America, National Association (the “Investor”). The Current Program is governed by the following agreements:

• The Transfer and Administration Agreement among USSC, USFS, USR, and the Investors;

• The Receivables Sale Agreement between USSC and USFS;

• The Receivables Purchase Agreement between USFS and USR; and

• The Performance Guaranty executed by USI in favor of USR.

Pursuant to the Receivables Sale Agreement, USSC sells to USFS, on an on-going basis, all the customer accounts receivable and related rights originated by USSC. Pursuant to the Receivables Purchase Agreement, USFS sells to USR, on an on-going basis, all the accounts receivable and related rights purchased from USSC, as well as the accounts receivable and related rights USFS acquired from its then subsidiary, USS Receivables Company, Ltd. (“USSRC”), upon the termination of the Prior Program. Pursuant to the Transfer and Administration Agreement, USR then sells the receivables and related rights to the Investor. The maximum investment to USR at any one time outstanding under the Current Program cannot exceed $100 million. USFS retains servicing responsibility over the receivables. USR is a wholly-owned, bankruptcy remote special purpose subsidiary of USFS. The assets of USR are not available to satisfy the creditors of any other person, including USFS, USSC or USI, until all amounts outstanding under the facility are repaid and the Program has been terminated.

As of March 31, 2012, the Transfer and Administration Agreement prohibited the Company from exceeding a Leverage Ratio of 3.25 to 1.00 and imposed other restrictions on the Company’s ability to incur additional debt. It also contained additional covenants, requirements and events of default that are customary for this type of agreement, including the failure to make any required payments when due.

On January 20, 2012, United Stationers Supply Co. (“USSC”), United Stationers Receivables, LLC (“USR”), and United Stationers Financial Services LLC (“USFS”) entered into a First Omnibus Amendment to Receivables Sale Agreement, Receivables Purchase Agreement and Transfer and Administration Agreement with Bank of America, N.A. (the “First Omnibus Amendment”). The First Omnibus Agreement amended (i) the Transfer and Administration Agreement, dated as of March 3, 2009 (as amended through the date hereof, the “Transfer Agreement”), between USSC, USR, USFS and Bank of America, (ii) the Receivables Purchase Agreement, dated as of March 3, 2009 (as amended through the date hereof, the “Purchase Agreement”), between USFS and USR, and (iii) the

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Receivables Sale Agreement, dated as of March 3, 2009 (as amended through the date hereof, the “Sale Agreement”), between USSC and USFS. The First Omnibus Amendment extended the commitment termination date of the Transfer Agreement to January 18, 2013. The Omnibus Amendment also amended the Transfer Agreement to conform the leverage ratio covenant and consolidated net worth covenant in the Transfer Agreement to the corresponding covenants in the Third Amended and Restated Five-Year Revolving Credit Agreement dated September 21, 2011 among USSC, USI, the lenders from time to time parties thereto and JPMorgan Chase Bank, National Association.

The receivables sold to the Investor will remain on USI’s Condensed Consolidated Balance Sheets, and amounts advanced to USR by the Investor or any successor Investor will be recorded as short term debt on USI’s Condensed Consolidated Balance Sheets. The cost of such debt will be recorded as interest expense on USI’s Condensed Consolidated Statements of Income. As of March 31, 2012 and December 31, 2011, $418.1 million and $421.0 million, respectively, of receivables had been sold to the Investor. As of March 31, 2012, USR had $50 million outstanding under this debt agreement. As of December 31, 2011, no amounts had been borrowed by USR.

Credit Agreement and Other Debt

On September 21, 2011, USI and USSC entered into a Third Amended and Restated Five-Year Revolving Credit Agreement (the “2011 Credit Agreement”) with U.S. Bank National Association and Wells Fargo Bank, National Association as Syndication Agents; Bank of America, N.A. and PNC Bank, National Association, as Documentation Agents; JPMorgan Chase Bank, National Association, as Administrative Agent, and the lenders identified therein. The 2011 Credit Agreement amends and restates the Second Amended and Restated Five-Year Revolving Credit Agreement with PNC Bank, National Association and U.S. Bank National Association, as Syndication Agents, KeyBank National Association and LaSalle Bank, National Association, as Documentation Agents, and JPMorgan Chase Bank, National Association, as Agent (as amended on December 21, 2007, the “2007 Credit Agreement”).

The 2011 Credit Agreement provides for a revolving credit facility with an aggregate committed principal amount of $700 million. The 2011 Credit Agreement also provides a sublimit for the issuance of letters of credit in an aggregate amount not to exceed $100 million at any one time and provides a sublimit for swing line loans in an aggregate outstanding principal amount not to exceed $50 million at any one time. These amounts, as sublimits, do not increase the maximum aggregate principal amount, and any undrawn issued letters of credit and all outstanding swing line loans under the facility reduce the remaining availability under the 2011 Credit Agreement. Subject to the terms and conditions of the 2011 Credit Agreement, USSC may seek additional commitments to increase the aggregate committed principal amount to a total amount of $1 billion.

Amounts borrowed under the 2011 Credit Agreement are secured by a majority of the Company’s assets, other than real property and certain accounts receivable already collateralized as part of the Receivables Securitization Program. Borrowings under the 2011 Credit Agreement will bear interest at LIBOR for specified interest periods or at the Alternate Base Rate (as defined in the 2011 Credit Agreement), plus, in each case, a margin determined based on the Company’s permitted debt to EBITDA ratio (calculated as provided in Section 6.20 of the 2011 Credit Agreement) (the “Leverage Ratio”). In addition, the Company is required to pay the lenders a fee on the unutilized portion of the commitments under the 2011 Credit Agreement at a rate per annum depending on the Company’s Leverage Ratio.

Subject to the terms and conditions of the 2011 Credit Agreement, USSC is permitted to incur up to $300 million of indebtedness in addition to borrowings under the 2011 Credit Agreement, plus up to $200 million under the Company’s Receivables Securitization Program and up to $135 million in replacement or refinancing of the 2007 Note Purchase Agreement. The 2011 Credit Agreement prohibits the Company from exceeding a Leverage Ratio of 3.50 to 1.00 and imposes limits on the Company’s ability to repurchase stock and issue dividends when the Leverage Ratio is greater than 3.00 to 1. The 2011 Credit Agreement contains additional representations and warranties, covenants and events of default that are customary for facilities of this type.

On October 15, 2007, USI and USSC entered into a Master Note Purchase Agreement (the “2007 Note Purchase Agreement”) with several purchasers. The 2007 Note Purchase Agreement allows USSC to issue up to $1 billion of senior secured notes, subject to the debt restrictions contained in the 2007 Credit Agreement. Pursuant to the 2007 Note Purchase Agreement, USSC issued and sold $135 million of floating rate senior secured notes due October 15, 2014 at par in a private placement (the “Series 2007-A Notes”). Interest on the Series 2007-A Notes is payable quarterly in arrears at a rate per annum equal to three-month LIBOR plus 1.30%, beginning January 15, 2008. USSC may issue additional series of senior secured notes from time to time under the 2007 Note Purchase Agreement but has no specific plans to do so at this time.

USSC has entered into several interest rate swap transactions to mitigate its floating rate risk on a portion of its total long-term debt. See Note 11, “Derivative Financial Instruments”, for further details on these swap transactions and their accounting treatment.

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The Company had outstanding letters of credit of $10.2 million under the 2011 Credit Agreement as of March 31, 2012 and $10.3 million under the 2011 Credit Agreement as of December 31, 2011.

Obligations of USSC under the 2011 Credit Agreement and the 2007 Note Purchase Agreement are guaranteed by USI and certain of USSC’s domestic subsidiaries. USSC’s obligations under these agreements and the guarantors’ obligations under the guaranties are secured by liens on substantially all Company assets, including accounts receivable, chattel paper, commercial tort claims, documents, equipment, fixtures, instruments, inventory, investment property, pledged deposits and all other tangible and intangible personal property (including proceeds) and certain real property, but excluding accounts receivable (and related credit support) subject to any accounts receivable securitization program permitted under the 2011 Credit Agreement. Also securing these obligations are first priority pledges of all of the capital stock of USSC and the domestic subsidiaries of USSC.

The 2007 Note Purchase Agreement prohibits the Company from exceeding a Leverage Ratio of 3.25 to 1.00 and limits the Company’s ability to repurchase stock and issue dividends when the Leverage Ratio is greater than 2.75 to 1. Although the covenants in the 2011 Credit Agreement regarding maximum Leverage Ratio, stock repurchases and dividends are less restrictive than the comparable provisions of the 2007 Note Purchase Agreement and the Transfer and Administration Agreement, unless and until the Company is able to amend the 2007 Note Purchase Agreement and Transfer and Administration Agreement to conform to the covenants in the 2011 Credit Agreement, the Company will not be able to take advantage of the less restrictive covenants contained in the 2011 Credit Agreement.

The 2011 Credit Agreement, 2007 Note Purchase Agreement, and the Transfer and Administration Agreement all contain cross-default provisions. As a result, if a termination event occurs under any of those agreements, the lenders under all of the agreements may cease to make additional loans, accelerate any loans then outstanding and/or terminate the agreements to which they are party.

8. Pension and Post-Retirement Health Care Benefit Plans

The Company maintains pension plans covering a majority of its employees. In addition, the Company had a post-retirement health care benefit plan (the “Retiree Medical Plan”) covering substantially all retired employees and their dependents, which terminated effective December 31, 2010. For more information on the Company’s retirement plans, see Notes 12 and 13 to the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. A summary of net periodic benefit cost related to the Company’s pension plans and Retiree Medical Plan for the three months ended March 31, 2012 and 2011 is as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2012			2011
Service cost—benefit earned during the period	$	241		$	192
Interest cost on projected benefit obligation		2,104			2,120
Expected return on plan assets		(2,501	)		(2,522	)
Amortization of prior service cost		44			34
Amortization of actuarial loss		1,548			485
Net periodic pension cost	$	1,436		$	309

The Company made cash contributions of $13.0 million to its pension plans during the first three months ended March 31, 2012. No contributions were made during the first quarter of 2011. The Company does not expect to make any additional contributions to its pension plans during the remaining nine months of 2012.

Defined Contribution Plan

The Company has defined contribution plans covering certain salaried associates and non-union hourly paid associates (the “Plan”). The Plan permits associates to defer a portion of their pre-tax and after-tax salary as contributions to the Plan. The Plan also provides for discretionary Company contributions and Company contributions matching associates’ salary deferral contributions, at the discretion of the Board of Directors. The Company recorded expense of $1.4 million for the Company match of employee contributions to the Plan for the three months ended March 31, 2012. During the same period last year, the Company recorded $1.3 million for the same match.

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9. Other Assets and Liabilities

Other assets and liabilities as of March 31, 2012 and December 31, 2011 were as follows (in thousands):

	As of March 31, 2012		As of December 31, 2011
Other Long-Term Assets, net:
Investment in deferred compensation	$	5,181	$	4,536
Long-term notes receivable		11,087		10,184
Investment in equity		1,781		2,051
Capitalized financing costs		3,209		3,373
Long-term prepaid costs		318		313
Other		77		43
Total other long-term assets	$	21,653	$	20,500
Other Long-Term Liabilities:
Accrued pension obligation	$	39,157	$	50,727
Deferred rent		18,908		18,724
Deferred directors compensation		5,195		4,549
Long-term swap liability		—		5,697
Long-term income tax liability		4,223		3,802
Other		4,267		2,360
Total other long-term liabilities	$	71,750	$	85,859

10. Accounting for Uncertainty in Income Taxes

For each of the periods ended March 31, 2012 and December 31, 2011, the Company had $3.8 million and $3.4 million, respectively, in gross unrecognized tax benefits. The entire amount of these gross unrecognized tax benefits would, if recognized, decrease the Company’s effective tax rate.

The Company recognizes net interest and penalties related to unrecognized tax benefits in income tax expense. The gross amount of interest and penalties reflected in the Condensed Consolidated Statement of Income for the quarter ended March 31, 2012 was not material. The Condensed Consolidated Balance Sheets for each of the periods ended March 31, 2012 and December 31, 2011, include $0.7 million accrued for the potential payment of interest and penalties.

As of March 31, 2012, the Company’s U.S. Federal income tax returns for 2008 and subsequent years remain subject to examination by tax authorities. In addition, the Company’s state income tax returns for the 2004 and subsequent tax years remain subject to examinations by state and local income tax authorities. Although the Company is not currently under examination by the IRS, a number of state and local examinations are currently ongoing. Due to the potential for resolution of ongoing examinations and the expiration of various statutes of limitation, it is reasonably possible that the Company’s gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $2.0 million.

11. Derivative Financial Instruments

Interest rate movements create a degree of risk to the Company’s operations by affecting the amount of interest payments. Interest rate swap agreements are used to manage the Company’s exposure to interest rate changes. The Company designates its floating-to-fixed interest rate swaps as cash flow hedges of the variability of future cash flows at the inception of the swap contract to support hedge accounting.

USSC entered into three separate swap transactions to mitigate USSC’s floating rate risk on the noted aggregate notional amount of LIBOR based interest rate risk noted in the table below. These swap transactions occurred as follows:

• On November 6, 2007, USSC entered into an interest rate swap transaction (the “November 2007 Swap Transaction”) with U.S. Bank National Association as the counterparty.

• On December 20, 2007, USSC entered into another interest rate swap transaction (the “December 2007 Swap Transaction”) with KeyBank National Association as the counterparty.

• On March 13, 2008, USSC entered into an interest rate swap transaction (the “March 2008 Swap Transaction”) with U.S. Bank National Association as the counterparty.

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Approximately 85% ($435 million) of the Company’s debt had its interest payments designated as the hedged forecasted transactions to interest rate swap agreements at March 31, 2012. The interest rate swap agreements accounted for as cash flow hedges that were outstanding and recorded at fair value on the statement of financial position as of March 31, 2012 were as follows (in thousands):

As of March 31, 2012	Notional Amount	Receive	Pay	Maturity Date	Fair Value Net Liability  (1)
November 2007 Swap Transaction	$135,000	Floating 3-month LIBOR	4.674%	January 15, 2013	$(4,534)
December 2007 Swap Transaction	200,000	Floating 3-month LIBOR	4.075%	June 21, 2012	(1,619)
March 2008 Swap Transaction	100,000	Floating 3-month LIBOR	3.212%	June 29, 2012	(677)

(1) These interest rate derivatives qualify for hedge accounting. All derivatives are in a net liability position. Therefore, the fair value of each interest rate derivative is included in the Company’s Condensed Consolidated Balance Sheets as a component of “Accrued liabilities” given the maturity date of the instrument, with an offsetting component in “Stockholders’ Equity” as part of “Accumulated Other Comprehensive Loss”. Fair value adjustments of the interest rate swaps will be deferred and recognized as an adjustment to interest expense over the remaining term of the hedged instrument.

Under the terms of these swap transactions, USSC is required to make quarterly fixed rate payments to the counterparty calculated based on the notional amounts noted in the table above at a fixed rate also noted in the table above, while the counterparty is obligated to make quarterly floating rate payments to USSC based on the three-month LIBOR on the same referenced notional amount.

The hedged transactions described above qualify as cash flow hedges in accordance with accounting guidance on derivative instruments. This guidance requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value. The Company does not offset fair value amounts recognized for interest rate swaps executed with the same counterparty.

For derivative instruments that are designated and qualify as a cash flow hedge (for example, hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings (for example, in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate debt).

The Company has entered into these interest rate swap agreements, described above, that effectively convert a portion of its floating-rate debt to a fixed-rate basis. This reduces the impact of interest rate changes on future interest expense. By using such derivative financial instruments, the Company exposes itself to credit risk and market risk. Credit risk is the risk that the counterparty to the interest rate swap agreements (as noted above) will fail to perform under the terms of the agreements. The Company attempts to minimize the credit risk in these agreements by only entering into transactions with credit worthy counterparties. The market risk is the adverse effect on the value of a derivative financial instrument that results from a change in interest rates.

The Company’s agreements with its derivative counterparties provide that if an event of default occurs on any Company debt of $25 million or more, the counterparties can terminate the swap agreements. If an event of default had occurred and the counterparties had exercised their early termination rights under the swap agreements as of March 31, 2012, the Company would have been required to pay the aggregate fair value net liability of $6.8 million plus accrued interest to the counterparties.

The Company’s interest rate swaps contain no ineffectiveness; therefore, all gains or losses on these derivative instruments are reported as a component of other comprehensive income (“OCI”) and reclassified into earnings as “interest expense” in the same period or periods during which the hedged transaction affects earnings. The following table depicts the effect of these derivative instruments on the statement of income for the three-month period ended March 31, 2012.

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	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain  (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	At December 31, 2011			At March 31, 2012				For the Three Months Ended March 31, 2012
November 2007 Swap Transaction	$	(3,558	)	$	(2,847	)	Interest expense, net; income tax expense	$	711
December 2007 Swap Transaction		(2,065	)		(1,016	)	Interest expense, net; income tax expense		1,049
March 2008 Swap Transaction		(809	)		(425	)	Interest expense, net; income tax expense		384

12. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including interest rate swap liabilities related to interest rate swap derivatives based on the mark-to-market position of the Company’s interest rate swap positions and other observable interest rates (see Note 11, “Derivative Financial Instruments”, for more information on these interest rate swaps).

Accounting guidance on fair value establishes a hierarchy for those instruments measured at fair value which distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

• Level 1—Quoted market prices in active markets for identical assets or liabilities;

• Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable; and

• Level 3—Unobservable inputs developed using estimates and assumptions developed by the Company which reflect those that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The following table summarizes the financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2012 (in thousands):

	Fair Value Measurements as of March 31, 2012
			Quoted Market Prices in Active Markets for Identical Assets  or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Interest rate swap liability	$	6,830	$	—	$	6,830	$	—

The carrying amount of accounts receivable at March 31, 2012, including $418.1 million of receivables sold under the Current Receivables Securitization Program, approximates fair value because of the short-term nature of this item.

Accounting guidance on fair value measurements requires separate disclosure of assets and liabilities measured at fair value on a recurring basis, as noted above, from those measured at fair value on a nonrecurring basis. As of March 31, 2012, no assets or liabilities are measured at fair value on a nonrecurring basis.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements often contain words such as “expects,” “anticipates,” “estimates,” “intends,” “plans,” “believes,” “seeks,” “will,” “is likely,” “scheduled,” “positioned to,” “continue,” “forecast,” “predicting,” “projection,” “potential” or similar expressions. Forward-looking statements include 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 forward-looking 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, without limitation, those set forth in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2011.

Readers should not place undue reliance on forward-looking statements contained in this Quarterly Report on Form 10-Q. The forward-looking information herein is given as of this date only, and the Company undertakes no obligation to revise or update it.

Overview and Recent Results

The Company is a leading wholesale distributor of business products, with 2011 net sales of approximately $5.0 billion. The Company sells its products through a national distribution network of 62 distribution centers to approximately 25,000 resellers, who in turn sell directly to end consumers.

Key Company and Industry Trends

The following is a summary of selected trends, events or uncertainties that the Company believes may have a significant impact on its future performance.

• Growth businesses continued to perform strongly during the quarter. Industrial, Janitorial and Breakroom categories and e-Retail channels posted solid growth and helped to offset declines in the National Accounts channel. Technology category sales were down, reflecting a soft market and the loss of business at a national accounts customer during the second half of 2011. The furniture category was also impacted by this loss. Traditional office products grew slightly reflecting soft market conditions.

• The Company has set five focus areas for the year. These include increasing investment in growth businesses, optimizing its distribution and transportation network, continuing to align the organization structure around future priorities, accelerating cost savings through its “War on Waste” or WOW program, and improving margins in office products categories.

• The Company is not expecting any meaningful improvement in the macroeconomic picture. Industrial markets are healthy from a demand perspective and should continue recent trends, janitorial and breakroom demand is expected to grow in the low single digits, and office products will continue to be challenged by difficult employment trends.

• In February 2012, the Company announced a distribution network optimization and targeted cost reduction program. Three distribution centers were closed during the first quarter and certain positions were eliminated. In addition, there was an organizational realignment that resulted in the elimination of certain management positions. The first quarter 2012 charge related to these actions totaled $6.2 million and is expected to generate $5 million to $6 million in savings during 2012 with ongoing annual cost savings of $7 million to $8 million. The Company has begun to, and intends to continue to, invest the savings from these actions into growth and other initiatives. Two additional facilities are scheduled to be closed later in the year with additional expenses and savings from these actions. In total, approximately 450,000 square feet of warehouse space will be removed by the end of the year.

• Sales for the first quarter rose $34 million or 2.8% to $1.27 billion. Strong sales growth continued in the industrial supplies and janitorial/breakroom categories, which were up 21.3% and 11.9%, respectively, from last year. The office products category sales were up 2.0% and furniture growth was soft at 1.0%, versus the prior-year quarter. Technology sales were down 6.4% versus the prior year.

• Gross margin in the first quarter of 2012 was down $1.5 million to $180.9 million, compared with $182.4 million for the same quarter a year ago. Gross margin as a percent of sales was 14.2%, down from 14.7% compared to the prior-year quarter. Gross margin was negatively affected by unfavorable channel and product mix, ongoing competitive pricing pressures, and higher fuel costs. This was partially offset by higher product cost inflation, higher inventory purchase-related supplier allowances and other inventory-related items. In addition, ongoing WOW initiatives positively contributed to gross margin.

• First quarter operating expenses were $149.3 million or 11.7% of sales. Operating expenses include a pre-tax charge of $6.2 million for facility closures and severance costs related to a distribution network optimization and cost reduction program. Excluding this item, first quarter 2012 adjusted operating expenses were $143.1 million or 11.3% of sales,

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compared with last year’s adjusted $140.7 million or 11.4% of sales. Adjusted operating expenses for 2011 excluded a non-cash $1.6 million non-deductible 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 WOW initiatives.

• Operating income for the quarter ended March 31, 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, 2012 operating income was $37.8 million or 3.0% of sales, compared with $41.6 million or 3.4% of sales in the prior-year quarter.

• Diluted earnings per share for the latest quarter were $0.36, compared with $0.44 in the prior-year period. Excluding the effects of the facility closure and severance costs referenced above, adjusted earnings per share were $0.45, down slightly from prior-year quarter adjusted earnings per share of $0.47.

• Net cash provided by operating activities totaled $27.9 million for the first quarter of 2012, versus cash provided of $41.0 million a year ago. This decline in cash flows is mainly due to the timing of inventory purchases and related payments. This year’s cash flow benefited from lower aggregate working capital requirements. Cash flows were also impacted by an outflow of $13 million related to pension plan contributions during the first quarter of 2012, which were partially offset by an approximate $10 million inflow related to an income tax refund during the quarter. Cash flow used in investing activities totaled $4.4 million in the first quarter of 2012, down from $9.8 million in the first three months of 2011.

• The Company has approximately $935 million of total committed debt capacity at March 31, 2012 and has maintained debt-to-EBITDA leverage (as defined pursuant to the Company’s debt agreements) 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 of its common stock and paid $5.4 million in cash dividends. The amount remaining under the Board share repurchase authorizations at April 20, 2012 was approximately $75 million.

• On February 24, 2012, the Board approved a $0.13 per share dividend to shareholders of record at the close of business on March 15, 2012. The Company paid the dividend on April 13, 2012.

For a further discussion of selected trends, events or uncertainties the Company believes may have a significant impact on its future performance, readers should refer to “Key Company and Industry Trends” under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2011.

Stock Repurchase Program

During the first quarter of 2012, the Company repurchased 1.1 million shares of common stock at an aggregate cost of $33.6 million. During the same period in 2011, the Company repurchased 0.7 million shares of common stock at an aggregate cost of $24.6 million. On February 24, 2012, the Board of Directors approved an expanded stock repurchase program authorizing the purchase of an additional $100 million of the Company’s common stock. As of April 20, 2012, the Company had approximately $75 million remaining under share repurchase authorizations from its Board of Directors.

Share repurchases may be made from time to time in the open market or in privately negotiated transactions. Depending on market and business conditions and other factors, the Company may continue or suspend purchasing its common stock at any time without notice.

Acquired shares are included in the issued shares of the Company and treasury stock, but are not included in average shares outstanding when calculating earnings per share data.

Critical Accounting Policies, Judgments and Estimates

There were no significant changes during the first three months of 2012 to the Company’s critical accounting policies, judgments or estimates from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

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Results of Operations

The following table presents operating income as a percentage of net sales:

	Three Months Ended
	March 31,
	2012			2011
Net sales		100.00	%		100.00	%
Cost of goods sold		85.77			85.26
Gross margin		14.23			14.74
Operating expenses
Warehousing, marketing and administrative expenses		11.74			11.50
Operating income		2.49			3.24

Adjusted Operating Income, Net Income and Earnings Per Share

The following table presents Adjusted Operating Expenses, Operating Income, Net Income and Earnings per Share for the three -month periods ended March 31, 2012 and 2011 (in thousands, except per share data). The tables show Adjusted Operating Expenses, Adjusted Operating Income, Net Income and Earnings per Share excluding the effects of a charge taken related to a distribution network optimization and cost reduction program in the first quarter of 2012 of $6.2 million and a non-cash non-deductible asset impairment charge in the first quarter of 2011 of $1.6 million. Generally Accepted Accounting Principles require that the effects of these items be included in the Condensed Consolidated Statements of Income. Management believes that excluding these items 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.

	For the Three Months Ended March 31,
	2012						2011
				% to						% to
	Amount			Net Sales			Amount			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 closure 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 item 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 item 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 item 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

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Results of Operations—Three Months Ended March 31, 2012 Compared with the Three Months Ended March 31, 2011

Net Sales. Net sales for the first quarter of 2012 were $1.27 billion, up 2.8% compared with sales of $1.24 billion for the same three-month period of 2011. The following table summarizes net sales by product category for the three-month periods ended March 31, 2012 and 2011 (in thousands):

	Three Months Ended March 31,
	2012		2011(1)
Technology products	$	392,582	$	419,238
Traditional office products (including cut-sheet paper)		348,438		341,653
Janitorial and breakroom supplies		320,717		286,515
Industrial supplies		97,154		80,067
Office furniture		81,577		80,774
Freight revenue		23,641		21,544
Services, Advertising and Other		7,538		7,662
Total net sales	$	1,271,647	$	1,237,453

(1) Certain prior period amounts have been reclassified to conform to the current presentation. Such reclassifications include changes between several product categories due to several specific products being reclassified to different categories. These changes did not impact the Consolidated Statements of Income.

Sales in the technology products category declined in the first quarter of 2012 by 6.4% versus the first quarter of 2011. This category, which continues to represent the largest percentage of the Company’s consolidated net sales, accounted for approximately 31% of net sales for the first quarter of 2012. This decline was driven by a soft market and the loss of business at a national account customer during the second half of 2011.

Sales of traditional office supplies grew in the first quarter of 2012 by 2.0% versus the first quarter of 2011. Traditional office supplies represented approximately 27% of the Company’s consolidated net sales for the first quarter of 2012. Within this category, cut-sheet paper sales drove category growth while other office products declined modestly.

Sales in the janitorial and breakroom supplies product category increased 11.9% in the first quarter of 2012 compared to the first quarter of 2011. This category accounted for approximately 25% of the Company’s first quarter of 2012 consolidated net sales. Sales reflected market share gains with growth in the independent dealer and national accounts channels as well as strong relationships with leading e-tailers.

Industrial sales in the first quarter of 2012 increased 21.3% compared to the same prior-year period. Sales of industrial supplies accounted for 8% of the Company’s net sales for the first quarter of 2012. Industrial sales growth reflected positive industry trends, growth from strategic investments, and execution of sales initiatives to expand market coverage and grow wholesale penetration in the category.

Office furniture sales in the first quarter of 2012 were up 1.0% compared to the first quarter of 2011. Office furniture accounted for 6% of the Company’s first quarter of 2012 consolidated net sales. This increase was due to stronger end-user demand for value products and growth with furniture-focused dealers.

The remaining 3% of the Company’s first quarter of 2012 consolidated net sales were composed of freight, advertising and software-related revenues.

Gross Margin. Gross margin for the first quarter of 2012 was $180.9 million, compared to $182.4 million in the first quarter of 2011. Gross margin as a percent of sales was 14.2% or 50 basis points lower than the prior-year quarter’s gross margin rate. An unfavorable product mix and continued competitive pricing pressures lowered the gross margin rate by approximately 70 basis points. High product cost inflation combined with other inventory related items added 25 basis points to gross margin rate. Rising fuel costs versus the prior-year quarter had a negative effect on gross margin but were offset by savings from WOW initiatives.

Operating Expenses. Operating expenses for the first quarter of 2012 totaled $149.3 million or 11.7% of net sales, compared with $142.4 million or 11.5% of net sales in the first quarter of 2011. The current year quarter included $6.2 million related to the distribution network optimization and cost reduction program. Excluding this charge, adjusted operating expenses for the first quarter of 2012 were $143.1 million or 11.3% of sales. For the first quarter of 2011, excluding an asset impairment charge related to an equity investment, adjusted operating expenses were $140.7 million or 11.4% of sales. Lower variable management compensation costs in the first quarter of 2012 accounted for 10 basis points. Operating expenses also reflected continued investments in the Company’s strategic growth initiatives offset by savings from WOW initiatives.

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Interest Expense, net. Interest expense for the first quarter of 2012 was $7.2 million, up by $0.7 million for the same period in 2011 as a result of slightly higher debt levels throughout the quarter.

Income Taxes. Income tax expense was $9.3 million for the first quarter of 2012, compared with $12.8 million for the same period in 2011. The Company’s effective tax rate was 38.1% for the current-year quarter and 38.6% for the same period in 2011.

Net Income. Net income for the first quarter of 2012 totaled $15.1 million or $0.36 per diluted share, compared with net income of $20.4 million or $0.44 per diluted share for the same three-month period in 2011. Adjusted for the impact of the $6.2 million network optimization and cost reduction charge in the first quarter of 2012, net income was $19.0 million and diluted earnings per share were $0.45, compared to adjusted net income of $22.1 million or $0.47 per share in the prior-year quarter after excluding the effects of the asset impairment charge.

Liquidity and Capital Resources

Debt

The Company’s outstanding debt consisted of the following amounts (in millions):

	As of			As of
	March 31, 2012			December 31, 2011
2011 Credit Agreement	$	327.2		$	361.8
2007 Master Note Purchase Agreement (Private Placement)		135.0			135.0
2009 Receivables Securitization Program, maturing in 2013		50.0			—
Debt		512.2			496.8
Stockholders’ equity		682.6			704.7
Total capitalization	$	1,194.8		$	1,201.5
Debt-to-total capitalization ratio		42.9	%		41.3	%

Operating cash requirements and capital expenditures are funded from operating cash flow and available financing. Financing available from debt and the sale of accounts receivable as of March 31, 2012, is summarized below (in millions):

Availability

Maximum financing available under:
2011 Credit Agreement	$	700.0
2007 Master Note Purchase Agreement		135.0
2009 Receivables Securitization Program (1)		100.0
Maximum financing available			$	935.0
Amounts utilized:
2011 Credit Agreement		327.2
2007 Master Note Purchase Agreement		135.0
2009 Receivables Securitization Program(1)		50.0
Outstanding letters of credit		10.2
Total financing utilized				522.4
Available financing, before restrictions				412.6
Restrictive covenant limitation				37.5
Available financing as of March 31, 2012			$	375.1

(1) The 2009 Receivables Securitization Program provides for maximum funding available of the lesser of $100 million or the total amount of eligible receivables less excess concentrations and applicable reserves.

The 2011 Credit Agreement prohibits the Company from exceeding a Leverage Ratio of 3.50 to 1.00 and imposes limits on the Company’s ability to repurchase stock and issue dividends when the Leverage Ratio is greater than 3.00 to 1.00. The 2011 Credit Agreement contains additional representations and warranties, covenants and events of default that are customary for facilities of this type.

The Company believes that its operating cash flow and financing capacity, as described, provide adequate liquidity for operating the business for the foreseeable future.

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Contractual Obligations

During the three-month period ending March 31, 2012, the Company borrowed $50 million under the Receivables Securitization Program which will be due upon the termination of the agreement on January 15, 2013. There were no other significant changes to the Company’s contractual obligations from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

Credit Agreement and Other Debt

On September 21, 2011, USI and USSC entered into a Third Amended and Restated Five-Year Revolving Credit Agreement (the “2011 Credit Agreement”) with U.S. Bank National Association and Wells Fargo Bank, National Association as Syndication Agents; Bank of America, N.A. and PNC Bank, National Association, as Documentation Agents; JPMorgan Chase Bank, National Association, as Administrative Agent, and the lenders identified therein. The 2011 Credit Agreement is a revolving credit facility with an aggregate committed principal amount of $700 million. The 2011 Credit Agreement also provides a sublimit for the issuance of letters of credit in an aggregate amount not to exceed $100 million at any one time and provides a sublimit for swing line loans in an aggregate outstanding principal amount not to exceed $50 million at any one time. These amounts, as sublimits, do not increase the maximum aggregate principal amount, and any undrawn issued letters of credit and all outstanding swing line loans under the facility reduce the remaining availability under the 2011 Credit Agreement. The Company had outstanding letters of credit under the 2011 Credit Agreement of $10.2 million and $10.3 million as of March 31, 2012 and December 31, 2011, respectively. Subject to the terms and conditions of the 2011 Credit Agreement, USSC may seek additional commitments to increase the aggregate committed principal amount to a total amount of $1 billion.

Borrowings under the 2011 Credit Agreement bear interest at LIBOR for specified interest periods or at the Alternate Base Rate (as defined in the 2011 Credit Agreement), plus, in each case, a margin determined based on the Company’s permitted debt to EBITDA ratio (calculated as provided in Section 6.20 of the 2011 Credit Agreement) (the “Leverage Ratio”). In addition, the Company is required to pay the lenders a fee on the unutilized portion of the commitments under the 2011 Credit Agreement at a rate per annum depending on the Company’s Leverage Ratio.

On March 3, 2009, USI entered into an accounts receivables securitization program (as amended to date, the “Receivables Securitization Program” or the “Program”) that replaced the securitization program that USI terminated on March 2, 2009 (the “Prior Receivables Securitization Program” or the “Prior Program”). The parties to the Program are USI, USSC, United Stationers Financial Services (“USFS”), United Stationers Receivables, LLC (“USR”), and Bank of America, National Association (the “Investor”). The Program is governed by the following agreements:

• The Transfer and Administration Agreement among USSC, USFS, USR, and the Investor;

• The Receivables Sale Agreement between USSC and USFS;

• The Receivables Purchase Agreement between USFS and USR; and

• The Performance Guaranty executed by USI in favor of USR.

Pursuant to the Receivables Sale Agreement, USSC sells to USFS, on an on-going basis, all the customer accounts receivable and related rights originated by USSC. Pursuant to the Receivables Purchase Agreement, USFS sells to USR, on an on-going basis, all the accounts receivable and related rights purchased from USSC. Pursuant to the Transfer and Administration Agreement, USR then sells the receivables and related rights to Bank of America. The maximum investment to USR at any one time outstanding under the Program cannot exceed $100 million. USFS retains servicing responsibility over the receivables. USR is a wholly-owned, bankruptcy remote special purpose subsidiary of USFS. The assets of USR are not available to satisfy the creditors of any other person, including USFS, USSC or USI, until all amounts outstanding under the Program are repaid and the Program has been terminated. The maturity date of the Program is November 23, 2013, subject to the extension of the commitments of the investors under the Program, which expire on January 18, 2013.

The receivables sold to the Investor will remain on USI’s Condensed Consolidated Balance Sheets, and amounts advanced to USR by the Investor or any successor Investor will be recorded as debt on USI’s Condensed Consolidated Balance Sheets. The cost of such debt will be recorded as interest expense on USI’s Condensed Consolidated Statements of Income. As of March 31, 2012 and December 31, 2011, $418.1 million and $421.0 million, respectively, of receivables had been sold to Bank of America. At March 31, 2012, $50 million had been borrowed by USR related to these receivables sold. No amounts had been borrowed as of December 31, 2011.

On October 15, 2007, USI and USSC entered into a Master Note Purchase Agreement (the “2007 Note Purchase Agreement”) with several purchasers. The 2007 Note Purchase Agreement allows USSC to issue up to $1 billion of senior secured notes, subject to the debt restrictions contained in the Credit Agreement. Pursuant to the 2007 Note Purchase Agreement, USSC issued and sold

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$135 million of floating rate senior secured notes due October 15, 2014 at par in a private placement (the “Series 2007-A Notes”). Interest on the Series 2007-A Notes is payable quarterly in arrears at a rate per annum equal to three-month LIBOR plus 1.30%, beginning January 15, 2008. USSC may issue additional series of senior secured notes from time to time under the 2007 Note Purchase Agreement but has no specific plans to do so at this time. Obligations of USSC under the 2011 Credit Agreement and the 2007 Note Purchase Agreement are guaranteed by USI and certain of USSC’s domestic subsidiaries. USSC’s obligations under these agreements and the guarantors’ obligations under the guaranties are secured by liens on substantially all of the Company’s assets, other than real property and certain accounts receivable already collateralized as part of the Receivables Securitization Program.

Subject to the terms and conditions of the 2011 Credit Agreement, USSC is permitted to incur up to $300 million of indebtedness in addition to borrowings under the 2011 Credit Agreement, plus up to $200 million under the Receivables Securitization Program and up to $135 million in replacement or refinancing of the 2007 Note Purchase Agreement. The 2011 Credit Agreement, the 2007 Note Purchase Agreement and the Transfer and Administration Agreement each prohibit the Company from exceeding a Leverage Ratio of 3.50 to 1.00. The 2011 Credit Agreement and the 2007 Note Purchase Agreement also impose limits on the Company’s ability to repurchase stock and issue dividends when the Leverage Ratio is greater than 3.00 to 1. The 2011 Credit Agreement, the 2007 Note Purchase Agreement and the Transfer and Administration Agreement contain additional representations and warranties, covenants and events of default that are customary for such facilities. The 2011 Credit Agreement, 2007 Note Purchase Agreement, and the Transfer and Administration Agreement all contain cross-default provisions. As a result, if a termination event occurs under any of those agreements, the lenders under all of the agreements may cease to make additional loans, accelerate any loans then outstanding and/or terminate the agreements to which they are party.

On November 6, 2007, USSC entered into an interest rate swap transaction (the “November 2007 Swap Transaction”) with U.S. Bank National Association as the counterparty. USSC entered into the November 2007 Swap Transaction to mitigate USSC’s floating rate risk on an aggregate of $135 million of LIBOR based interest rate risk. Under the terms of the November 2007 Swap Transaction, USSC is required to make quarterly fixed rate payments to the counterparty calculated based on a notional amount of $135 million at a fixed rate of 4.674%, while the counterparty is obligated to make quarterly floating rate payments to USSC based on the three-month LIBOR on the same referenced notional amount. The November 2007 Swap Transaction has an effective date of January 15, 2008 and a termination date of January 15, 2013.

On December 20, 2007, USSC entered into an interest rate swap transaction (the “December 2007 Swap Transaction”) with Key Bank National Association as the counterparty. USSC entered into the December 2007 Swap Transaction to mitigate USSC’s floating rate risk on an aggregate of $200 million of LIBOR based interest rate risk. Under the terms of the December 2007 Swap Transaction, USSC is required to make quarterly fixed rate payments to the counterparty calculated based on a notional amount of $200 million at a fixed rate of 4.075%, while the counterparty is obligated to make quarterly floating rate payments to USSC based on the three-month LIBOR on the same referenced notional amount. The December 2007 Swap Transaction has an effective date of December 21, 2007 and a termination date of June 21, 2012.

On March 13, 2008, USSC entered into an interest rate swap transaction (the “March 2008 Swap Transaction”) with U.S. Bank National Association as the counterparty. USSC entered into the March 2008 Swap Transaction to mitigate USSC’s floating rate risk on an aggregate of $100 million of LIBOR based interest rate risk. Under the terms of the March 2008 Swap Transaction, USSC is required to make quarterly fixed rate payments to the counterparty calculated based on a notional amount of $100 million at a fixed rate of 3.212%, while the counterparty is obligated to make quarterly floating rate payments to USSC based on the three-month LIBOR on the same referenced notional amount. The March 2008 Swap Transaction had an effective date of March 31, 2008 and a termination date of June 29, 2012.

At March 31, 2012 and December 31, 2011 funding levels (including amounts sold under the Receivables Securitization Program), a 50 basis point movement in interest rates would not result in a material increase or decrease in annualized interest expense on a pre-tax basis, nor upon cash flows from operations.

Refer to Note 7, “Debt”, for further descriptions of the provisions of 2007 Credit Agreement and the 2007 Note Purchase Agreement.

Cash Flows

Cash flows for the Company for the three-month periods ended March 31, 2012 and 2011 are summarized below (in thousands):

	For the Three Months Ended March 31,
	2012			2011
Net cash provided by operating activities	$	27,896		$	41,041
Net cash used in investing activities		(4,395	)		(9,819	)
Net cash used in financing activities		(24,096	)		(13,012	)

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Cash Flow From Operations

Net cash provided by operating activities for the three months ended March 31, 2012 totaled $27.9 million, compared with $41.0 million in the same three-month period of 2011. Operating cash flows for the first three months of 2012 were positively affected by a reduction in inventory and lower accounts receivable partially offset by lower accounts payable. Cash flows were also impacted by an outflow of $13 million related to pension plan contributions during the first quarter of 2012, which were partially offset by an approximate $10 million inflow related to an income tax refund during the quarter.

Cash Flow From Investing Activities

Net cash used in investing activities for the first three months of 2012 was $4.4 million, compared to net cash used in investing activities of $9.8 million for the three months ended March 31, 2011. For the full year 2012, the Company expects gross capital expenditures to be approximately $30 million to $35 million.

Cash Flow From Financing Activities

Net cash used in financing activities for the three months ended March 31, 2012 totaled $24.1 million, compared to net cash used of $13.0 million in the prior-year period. First quarter 2012 cash used in financing activities was impacted by $33.6 million in share repurchases and payment of cash dividends of $5.4 million, partially offset by $15.4 million in net borrowings under debt arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is subject to market risk associated principally with changes in interest rates and foreign currency exchange rates. There were no material changes to the Company’s exposures to market risk during the first three months of 2012 from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

ITEM 4. CONTROLS AND PROCEDURES.

Attached as exhibits to this Quarterly Report are certifications of the Company’s President and Chief Executive Officer (“CEO”) and Senior Vice President and Chief Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 under the Exchange Act. This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in such certifications.

Inherent Limitations on Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that the Company’s Disclosure Controls or its internal control over financial reporting will prevent or detect all error or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the existence of resource constraints. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the fact that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by managerial override. The design of any system of controls is based, in part, on certain assumptions about the likelihood of future events, and no design is likely to succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks, including that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Disclosure Controls and Procedures

At the end of the period covered by this Quarterly Report the Company’s management performed an evaluation, under the supervision and with the participation of the Company’s CEO and CFO, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Such disclosure controls and procedures (“Disclosure Controls”) are controls and other procedures designed to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Management’s quarterly evaluation of Disclosure Controls includes an evaluation of some components of the Company’s internal control over financial reporting, and internal control over financial reporting is also separately evaluated on an annual basis.

Based on this evaluation, the Company’s management (including its CEO and CFO) concluded that as of March 31, 2012, the Company’s Disclosure Controls were effective at the reasonable assurance level.

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Changes in Internal Control over Financial Reporting

There were no changes to the Company’s internal control over financial reporting during the quarter ended March 31, 2012, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is involved in legal proceedings arising in the ordinary course of or incidental to its business. The Company is not involved in any legal proceedings that it believes will result, individually or in the aggregate, in a material adverse effect upon its financial condition or results of operations.

ITEM 1A. RISK FACTORS.

For information regarding risk factors, see “Risk Factors” in Item 1A of Part I of the Company’s Form 10-K for the year ended December 31, 2011. There have been no material changes to the risk factors described in such Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Common Stock Purchase

On February 24, 2012, the Board of Directors approved an expanded stock repurchase program authorizing the purchase of an additional $100 million of the Company’s common stock. During the three-month period ended March 31, 2012 and 2011, the Company repurchased 1,128,155 and 745,676 shares of common stock at a cost of $33.6 million and $24.6 million, respectively. As of April 20, 2012, the Company had approximately $75.0 million remaining of existing share repurchase authorization from the Board of Directors.

2012 Fiscal Month	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program (1)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
January 1, 2012 to January 31, 2012		—	$	—		—	$	—
February 1, 2012 to February 29, 2012		—		—		—		—
March 1, 2012 to March 31, 2012		1,128,155		29.77		1,128,155		91,426,539
Total First Quarter		1,128,155	$	29.77		1,128,155	$	91,426,539

(1) February 24, 2012, the Board of Directors approved an expanded stock repurchase program authorizing the purchase of an additional $100 million of the Company’s common stock.

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ITEM 6. EXHIBITS

(a) Exhibits

This Quarterly Report on Form 10-Q includes as exhibits certain documents that the Company has previously filed with the SEC. Such previously filed documents are incorporated herein by reference from the respective filings indicated in parentheses at the end of the exhibit descriptions (all made under the Company’s file number of 0-10653).

Exhibit No.	Description
3.1	Second Restated Certificate of Incorporation of the Company, dated as of March 19, 2002 (Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed on April 1, 2002)
3.2	Amended and Restated Bylaws of the Company, dated as of July 16, 2009 (Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended March 31, 2009, filed on November 5, 2009)
4.1	Master Note Purchase Agreement, dated as of October 15, 2007, among United Stationers Inc. (“USI”), United Stationers Supply Co. (“USSC”), and the note Purchasers identified therein (Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended March 31, 2011, filed on August 6, 2011)
4.2	Parent Guaranty, dated as of October 15, 2007, by USI in favor of holders of the promissory notes identified therein (Exhibit 4.4 to the Company’s Form 10-Q for the quarter ended March 31, 2007, filed on November 7, 2007)
4.3	Subsidiary Guaranty, dated as of October 15, 2007, by Lagasse, Inc. (“Lagasse”), United Stationers Technology Services LLC (“USTS”) and United Stationers Financial Services LLC (“USFS”) in favor of the holders of the promissory notes identified therein (Exhibit 4.5 to the Company’s Form 10-Q for the quarter ended March 31, 2007, filed on November 7, 2007)
10.1*	Form of Restricted Stock Award Agreement under the 2004 Long Term Incentive Plan**
10.2†	First Omnibus Amendment to Receivables Sale Agreement, Receivables Purchase Agreement and Transfer and Administration Agreement, dated as of January 20, 2012, between USSC, United Stationers Receivables, LLC, USFS, and Bank of America, National Association (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 26, 2012)
10.3*	Form of Performance Based Restricted Stock Unit Award Agreement under the 2004 Long Term Incentive Plan**
31.1*	Certification of Chief Executive Officer, dated as of May 2, 2012, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer, dated as of May 2, 2012, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer, dated as of May 2, 2012, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following financial information from United Stationers Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, filed with the SEC on May 2, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statement of Income for the three- month periods ended March 31, 2012 and 2011, (ii) the Condensed Consolidated Balance Sheet at March 31, 2012 and December 31, 2011, (iii) the Condensed Consolidated Statement of Cash Flows for the three-month periods ended March 31, 2012 and 2011, and (iv) Notes to Condensed Consolidated Financial Statements.
*	Filed herewith
**	Represents a management contract or compensatory plan or arrangement.
†	Confidential treatment has been requested for a portion of this document. Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.

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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)
Date: May 2, 2012	/s/ FAREED A. KHAN
	Fareed A. Khan
	Senior Vice President and Chief Financial Officer (Duly authorized signatory and principal financial officer)

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EX-10.1

Exhibit 10.1

UNITED STATIONERS INC.

2004 LONG-TERM INCENTIVE PLAN

Restricted Stock Award Agreement

This Restricted Stock Award Agreement (this “Agreement”), dated as January 2, 2012 (the “Award Date”), is by and between «Correct_Nick_Name» «LAST_NAME» (the “Participant”), and United Stationers Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company’s 2004 Long-Term Incentive Plan (the “Plan”). In the exercise of its discretion to issue stock of the Company, the Committee has determined that the Participant should receive a restricted stock award, on the following terms and conditions:

1. Grant. The Company hereby grants to the Participant a Restricted Stock Award (the “Award”) of «M__of_Shares» shares of Stock (the “Restricted Shares”). The Award will be subject to the terms and conditions of the Plan and this Agreement. The Award constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of the Restricted Shares.

2. Stock Certificates. The Company will issue certificates for, or cause its transfer agent to maintain a book entry account reflecting the issuance of, the Restricted Shares in the Participant’s name. The Secretary of the Company, or the Company’s transfer agent, will hold the certificates for the Restricted Shares, or cause such Restricted Shares to be maintained as restricted shares in a book entry account, until the Restricted Shares either vest or are forfeited. Any certificates that are issued for Restricted Shares will bear a legend, and any book entry accounts that are maintained therefor will have an appropriate notation, in accordance with Section 6 hereof. The Participant’s right to receive the Award hereunder is contingent upon the Participant’s execution and delivery to the Secretary of the Company of all stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the Restricted Shares in the event such Restricted Shares are forfeited in whole or in part. The Company, or its transfer agent, will distribute to the Participant (or, if applicable, the Participant’s designated beneficiary or other appropriate recipient in accordance with Section 5 hereof) certificates evidencing ownership of vested Restricted Shares as and when provided in Sections 4 and 5 hereof.

3. Rights as Stockholder. On and after the Award Date, and except to the extent provided in this Section 3 and in Section 9 below, the Participant will be entitled to all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares, the right to receive dividends and other distributions payable with respect to the Restricted Shares, and the right to participate in any capital adjustment applicable to all holders of Stock. The Participant will not, however, have the right to receive any regular cash dividend with respect to Restricted Shares that are not yet vested as of the applicable dividend record date, and hereby waives his or her right to receive such dividends with respect to unvested Restricted Shares. Any dividend or distribution other than a regular cash dividend that is payable or distributable with respect to Restricted Shares that are not yet vested as of the applicable payment date will be deposited with the Company and will be subject to the same restrictions, vesting conditions and other terms of this Agreement to which the underlying Restricted Shares are subject. If the Participant forfeits any rights he or she may have under this Award in accordance with Section 4 hereof, the Participant shall, on the day following the event of forfeiture, no longer have any rights as a stockholder with respect to any and all Restricted Shares not then vested and so forfeited, or any interest therein, and the Participant shall no longer be entitled to receive dividends on or vote any such Restricted Shares as of any record date occurring thereafter.

4. Vesting; Effect of Date of Termination. The Participant’s Restricted Shares will vest in three annual increments of one-third of the Restricted Shares on each of the first three anniversaries of the Award Date (the “Scheduled Vesting Dates”). If the Participant’s Date of Termination occurs for any reason before all of the Participant’s Restricted Shares have become vested under this Agreement, the Participant’s Restricted Shares that have not theretofore become vested will be forfeited on and after the Participant’s Date of Termination, subject to the following:

(a) If the Participant’s Date of Termination occurs by reason of the Participant’s death or Permanent and Total Disability, a portion of the Restricted Shares that have not otherwise vested under this Agreement will become vested as of the Participant’s Date of Termination. That portion of the then unvested Restricted Shares shall be determined by multiplying (i) the number of Restricted Shares eligible to vest on the next Scheduled Vesting Date following the Date of Termination by (ii) a fraction, the numerator of which shall be the number of whole months elapsed from the Scheduled Vesting Date immediately prior to the Date of Termination (or the Award Date if there was no Scheduled Vesting Date prior to the Date of Termination) to the Date of Termination, and the denominator of which shall be twelve.

(b) If the Participant’s Date of Termination occurs by reason of the Participant’s Retirement (as defined in paragraph 4(g)), then the unvested Restricted Shares at that time will continue to vest on the remaining Scheduled Vesting Dates, but only if the following conditions have been satisfied: (i) the Participant has provided the Company with written notice of his or her intent to retire at least 3 months prior to the Participant’s Date of Termination (but such advance notice shall not be required if Retirement occurs as a result of Participant’s involuntary separation from service without Cause, Participant’s death or Disability, or Participant’s separation from service for Good Reason); and (ii) the Participant executes prior to such Date of Termination a release of claims and an agreement not to compete in such forms as the Company may prescribe. If these conditions are not satisfied prior to Participant’s Date of Termination, any unvested Restricted Shares as of the Date of Termination shall be forfeited.

(c) If a Change of Control occurs after the Award Date and prior to the Participant’s Date of Termination, then (i) 50% of the Restricted Shares that have not otherwise vested under this Agreement will then become fully vested as of the date of such event; and (ii) the portion of the Restricted Shares that does not vest in accordance with the preceding clause (i) shall be subject to the vesting provisions of this Agreement without regard to the acceleration of vesting under clause (i).

(d) If a Change of Control occurs after the Award Date and prior to the Participant’s Date of Termination and, during the two-year period following the date of such Change of Control, the Participant’s Date of Termination occurs by reason of termination of the Participant’s employment by the Company or its Subsidiaries without Cause or by the Participant for Good Reason, the Restricted Shares that have not otherwise vested under this Agreement will be fully vested as of the Participant’s Date of Termination.

(e) If the Participant’s Date of Termination occurs during an Anticipated Change of Control by reason of termination of the Participant’s employment by the Company or its Subsidiaries without Cause or by the Participant for Good Reason, and a Change of Control then occurs within two years following the Participant’s Date of Termination, the number of shares (subject to paragraph 5.2(f) of the Plan) that were forfeited under this Agreement on the Date of Termination shall be granted to the Participant on a fully vested basis as of the date of the Change of Control.

(f) For purposes of this Agreement, the term “Permanent and Total Disability” means the Participant’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, effectively to carry out his duties and obligations as an employee of the Company or its Subsidiaries or to participate effectively and actively as an employee of the Company or its Subsidiaries for 90 consecutive days or shorter periods aggregating at least 180 days (whether or not consecutive) during any twelve-month period.

(g) For purposes of this Agreement, “Retirement” means the Participant’s termination of employment (as described in the definition of “Date of Termination” in the Plan) occurring after the Participant has reached age 60 and has completed at least 10 years of Service with the Company and its Subsidiaries.

Except as otherwise specifically provided, the Company will not have any further obligations to the Participant under this Agreement if the Participant’s Restricted Shares are forfeited as provided herein.

5. Terms and Conditions of Distribution. The Company, or its transfer agent, will distribute to the Participant certificates for any portion of the Restricted Shares which becomes vested in accordance with this Agreement within 30 days after the vesting thereof. If the Participant dies before the Company has distributed certificates for any vested portion of the Restricted Shares, the Company will distribute certificates for that vested portion of the Restricted Shares and, to the extent provided under Section 4 hereof, the remaining balance of the Restricted Shares which become vested upon the Participant’s death in accordance with the Participant’s will or, if the Participant did not have a will, in accordance with the laws of descent and distribution.

Notwithstanding the foregoing, the Committee may require the Participant, or the alternate recipient identified in the preceding paragraph, to satisfy any potential federal, state, local or other tax withholding liability. Such liability must be satisfied at the time such Restricted Shares become “substantially vested” (as defined in the regulations issued under Section 83 of the Code). At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding obligations may be satisfied: (A) through a cash payment by the Participant, (B) through the surrender of shares of Stock that the Participant already owns (provided, however, to the extent shares described in this clause (B) are used to satisfy more than

2011 Long-Term Incentive Grant Page 2 of 4

the minimum statutory withholding obligation, as described below, then payments made with shares of Stock in accordance with this clause (B) shall be limited to shares held by the Participant for not less than six months prior to the payment date), (C) through the surrender of shares of Stock to which the Participant is otherwise entitled in respect of the Award under this Agreement; provided, however, that such shares under this clause (C) may be used to satisfy not more than the minimum statutory withholding obligation of the Company or applicable Subsidiary (based on minimum statutory withholding rates for federal, state and local tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), or (D) any combination of (A), (B) and (C); provided, however, that the Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (B)-(D) and that the Committee may require that the method of satisfying such an obligation be in compliance with Section 16 of the Exchange Act (if the Participant is subject thereto) and any other applicable laws and the respective rules and regulations thereunder. Any fraction of a share of Stock which would be required to satisfy such an obligation will be disregarded and the remaining amount due will be paid in cash by the Participant.

The Company will not be required to make any distribution of any portion of the Restricted Shares under this Section 5 (i) before the first date that such portion of the Restricted Shares may be distributed to the Participant without penalty or forfeiture under federal or state laws or regulations governing short swing trading of securities, or (ii) at any other time when the Company or the Committee reasonably determines that such distribution or any subsequent sale of the Restricted Shares would not be in compliance with other applicable securities or other laws or regulations. In determining whether a distribution would result in any such penalty, forfeiture or noncompliance, the Company and the Committee may rely upon information reasonably available to them or upon representations of the Participant or the Participant’s legal or personal representative.

6. Legend on Stock Certificates. If one or more certificates for all or any portion of the Restricted Shares are issued in the Participant’s name under this Agreement before such Restricted Shares become vested, the certificates shall bear the following legend, or any alternate legend that counsel to the Company believes is necessary or desirable, to facilitate compliance with applicable securities or other laws:

“The securities represented by this Certificate are subject to certain restrictions on transfer specified in the Restricted Stock Award Agreement dated as of the Award Date between the issuer (the “Company”) and the holder named on this Certificate, and the Company reserves the right to refuse the transfer of such securities, whether voluntary, involuntary or by operation of law, until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”

If any such Restricted Shares are not represented by certificate(s) prior to their vesting, but are instead maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account shall bear an appropriate notation to the effect that the Restricted Shares included therein are subject to the restrictions of this Agreement. Whether maintained in certificated or uncertificated book entry form, the Company may instruct its transfer agent to impose stop transfer instructions with respect to any such unvested Restricted Shares.

The foregoing legend or notation and stop transfer instructions will be removed from the certificates evidencing or account maintained for all or any portion of the Restricted Shares after the conditions set forth in Sections 4 and 5 hereof have been satisfied as to such Restricted Shares.

7. Delivery of Certificates. Despite the provisions of Sections 4 and 5 hereof, the Company is not required to issue or deliver any certificates for Restricted Shares if at any time the Company determines that the listing, registration or qualification of such Restricted Shares upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of the Restricted Shares hereunder in compliance with all applicable laws and regulations, unless such listing, registration, qualification, consent, approval or other action has been effected or obtained, free of any conditions not acceptable to the Company.

8. No Right to Employment. Nothing herein confers upon the Participant any right to continue in the employ of the Company or any Subsidiary.

9. Nontransferability. Except as otherwise provided by the Committee or as provided in Section 5, and except with respect to vested shares, the Participant’s interests and rights in and under this Agreement are not assignable or transferable other than as designated by the Participant by will or by the laws of descent and distribution. Distribution of Restricted Shares will be made only to the Participant; or, if the Committee has been provided with evidence acceptable to it that the Participant is legally incompetent, the Participant’s personal representative; or, if

2011 Long-Term Incentive Grant Page 3 of 4

the Participant is deceased, to the designated beneficiary or other appropriate recipient in accordance with Section 5 hereof. The Committee may require personal receipts or endorsements of a Participant’s personal representative, designated beneficiary or alternate recipient provided for herein, and the Committee shall extend to those individuals the rights otherwise exercisable by the Participant with regard to any withholding tax election in accordance with Section 5 hereof. Any effort to otherwise assign or transfer any Restricted Shares (before they are distributed) or any rights or interests therein or thereto under this Agreement will be wholly ineffective, and will be grounds for termination by the Committee of all rights and interests of the Participant and his or her beneficiary in and under this Agreement.

10. Administration and Interpretation. The Committee has the authority to control and manage the operation and administration of the Plan. Any interpretations of the Plan by the Committee and any decisions made by it under the Plan are final and binding on the Participant and all other persons.

11. Governing Law. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of law of Delaware or any other jurisdiction.

12. Sole Agreement. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to all of the terms and conditions of the Plan (as the same may be amended in accordance with its terms), a copy of which may be obtained by the Participant from the office of the Secretary of the Company. In addition, this Agreement and the Participant’s rights hereunder shall be subject to all interpretations, determinations, guidelines, rules and regulations adopted or made by the Committee from time to time pursuant to the Plan. This Agreement is the entire agreement between the parties to it with respect to the subject matter hereof, and supersedes any and all prior oral and written discussions, commitments, undertakings, representations or agreements (including, without limitation, any terms of any employment offers, discussions or agreements between the parties).

13. Binding Effect. This Agreement will be binding upon and will inure to the benefit of the Company and the Participant and, as and to the extent provided herein and under the Plan, their respective heirs, executors, administrators, legal representatives, successors and assigns.

14. Amendment and Waiver. This Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement between the Company and the Participant without the consent of any other person. No course of conduct or failure or delay in enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement.

IN WITNESS WHEREOF, the Company has duly executed this Agreement as of the Award Date.

Very truly yours,
UNITED STATIONERS INC.
By:
	Charles Crovitz Chairman of the Board

2011 Long-Term Incentive Grant Page 4 of 4

EX-10.3

EXHIBIT 10.3

UNITED STATIONERS INC.

2004 LONG-TERM INCENTIVE PLAN

Performance Based Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (this “Agreement”), dated                         , (the “Award Date”), is by and between «First_Name» «Last_Name» (the “Participant”), and United Stationers Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company’s 2004 Long-Term Incentive Plan (the “Plan”).

In the exercise of its discretion to grant awards under the Plan, the Committee has determined that the Participant should receive an award of restricted stock units (“Units”) under the Plan, on the following terms and conditions:

1. Grant. The Company hereby grants to the Participant a Restricted Stock Unit Award (the “Award”) consisting of XX Units (the “Target Number of Units”), subject to possible increase to as many as YY Units (the “Maximum Number of Units”) depending on the degree to which the Company has satisfied the performance-based objectives specified in Appendix A to this Agreement. Each Unit that vests represents the right to receive one share of the Company’s common stock as provided in Section 5 of this Agreement. The Award will be subject to the terms and conditions of the Plan and this Agreement.

2. No Rights as a Stockholder. The Units granted pursuant to this Award do not entitle the Participant to any rights of a stockholder of the Company’s Stock. The Participant’s rights with respect to the Units shall remain forfeitable at all times until satisfaction of the vesting conditions set forth in Section 3 of this Agreement.

3. Vesting; Effect of Date of Termination. For purposes of this Agreement, “Vesting Date” means any date, including the Scheduled Vesting Dates (as defined below), on which Units subject to this Award vest as provided in this Section 3.

(a) (Subject to paragraphs 3(b) through 3(f), a portion of the Participant’s Units will be eligible to vest on each of March 1,             , March 1,              and March 1,              (the “Scheduled Vesting Dates”). Units will vest on a Scheduled Vesting Date (i) if the Participant’s Date of Termination has not occurred before that Scheduled Vesting Date, and (ii) only to the extent the Units have been earned as provided in Section 4 during the applicable performance period from January 1,              to the most recent December 31 prior to that Scheduled Vesting Date. The following table summarizes the dates, time periods and corresponding terminology relevant to this Award:

Performance Period	Applicable Determination Date	Applicable Scheduled Vesting Date
1/1/            – 12/31/	December 31,	March 1,
1/1/            – 12/31/	December 31,	March 1,
1/1/            – 12/31/	December 31,	March 1,

The period from March 1,              through March 1,              is referred to as the “Vesting Period.” If the Participant’s Date of Termination occurs for any reason during the Vesting Period, the Participant’s Units that have not yet vested will be forfeited on and after the Participant’s Date of Termination, except as provided in paragraphs 3(b) through 3(f).

(b) If the Participant’s Date of Termination occurs during the Vesting Period by reason of the Participant’s death or Permanent and Total Disability (as defined in paragraph 3(g)), a portion of the then unvested Units subject to this Award will become vested as of the Participant’s Date of Termination. That portion shall be equal to a number of Units determined by multiplying the lesser of (i) one-third of the Target Number of Units or (ii) the Target Number of Units not yet vested immediately prior to the Participant’s Date of Termination, by a fraction, the numerator of which shall be the number of whole months elapsed from the most recent March 1 prior to the Date of Termination, and the denominator of which shall be twelve. Any remaining Units subject to this Award that do not vest as provided in this paragraph shall be forfeited.

(c) If the Participant’s Date of Termination occurs during the Vesting Period by reason of the Participant’s Retirement (as defined in paragraph 3(j)), then the unvested Units at that time will continue to vest on the remaining Scheduled Vesting Dates to the extent that the Units have been earned as provided in Section 4 during the Performance Period corresponding to each such Scheduled Vesting Date, but only if the following conditions have been satisfied: (i) the Participant has provided the Company with written notice of his or her intent to retire at least 3 months prior to the Participant’s Date of Termination (but such advance notice shall not be required if Retirement occurs as a result of Participant’s involuntary separation from service without Cause, Participant’s death or Disability, or Participant’s separation from service for Good Reason); and (ii) the Participant executes prior to such Date of Termination a

release of claims and an agreement not to compete in such forms as the Company may prescribe. If these conditions are not satisfied prior to Participant’s Date of Termination, any unvested Units as of the Date of Termination shall be forfeited.

(d) If a Change of Control occurs during the Vesting Period and prior to the Participant’s Date of Termination, then a portion of the then unvested Units will become fully vested as of the date of such Change of Control. That portion shall be equal to the greater of (i) 50% of the Target Number of Units not yet vested immediately prior to the Change of Control, or (ii) an amount determined by multiplying 50% of the Target Number of Units not yet vested immediately prior to the Change of Control by the Performance Factor (determined as provided in Appendix A) for the Performance Period associated with the most recent Scheduled Vesting Date (if any) prior to the date of the Change in Control. The remaining Units subject to this Award that do not vest in accordance with the previous sentence shall remain subject to the vesting provisions of this Agreement, with all Units that have vested as a result of the Change of Control deemed Earned Units for purposes of applying the formula specified in Appendix A.

(e) If, during the Vesting Period but within two years after a Change of Control described in paragraph 3(d), the Participant’s Date of Termination occurs by reason of the involuntary termination of the Participant’s employment by the Company or its Subsidiaries without Cause or by the Participant for Good Reason (as defined in paragraph 3(h)), all of the Target Number of Units that did not vest as a result of the Change of Control as provided in paragraph 3(d) will vest as of the Participant’s Date of Termination.

(f) If the Participant’s Date of Termination occurs during the Vesting Period and during an Anticipated Change of Control by reason of the involuntary termination of the Participant’s employment by the Company or its Subsidiaries without Cause or by the Participant for Good Reason, and a Change of Control then occurs within two years following the Participant’s Date of Termination, a number of shares of Stock equal to the portion of the Target Number of Units forfeited on the Participant’s Date of Termination (subject to paragraph 5.2(f) of the Plan) shall be issued to the Participant on a fully vested basis promptly, but in no event later than two and one-half months after the end of the calendar year in which the Change of Control occurred.

(g) For purposes of this Agreement, the term “Permanent and Total Disability” means the Participant’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, effectively to carry out his duties and obligations as an employee of the Company or its Subsidiaries or to participate effectively and actively as an employee of the Company or its Subsidiaries for 90 consecutive days or shorter periods aggregating at least 180 days (whether or not consecutive) during any twelve-month period.

(h) For purposes of this Agreement, “Good Reason” shall mean: (i) any material breach by the Company of this Agreement or of any employment agreement with the Participant without Participant’s written consent, (ii) any material reduction, without the Participant’s written consent, in the Participant’s duties, responsibilities or authority; provided, however, that for purposes of this clause (ii), neither (A) a change in the Participant’s supervisor or the number or identity of the Participant’s direct reports, nor (B) a change in the Participant’s title, duties, responsibilities or authority as a result of a realignment or restructuring of the Company’s executive organizational chart nor (C) a change in the Participant’s title, duties, responsibilities or authority as a result of a realignment or restructuring of the Company shall be deemed by itself to materially reduce Participant’s duties, responsibilities or authority, as long as, in the case of either (B) or (C), Participant continues to report to either the supervisor to whom he or she reported immediately prior to the Change of Control or a supervisor of equivalent responsibility and authority; or (iii) without Participant’s written consent: (A) a material reduction in the Participant’s base salary, or (B) the relocation of the Participant’s principal place of employment more than fifty (50) miles from its location on the date of a Change in Control. For purposes of this Agreement, a Change of Control, alone, does not constitute Good Reason. Furthermore, notwithstanding the above, the occurrence of any of the events described above will not constitute Good Reason unless the Participant gives the Company written notice within thirty (30) days after the initial occurrence of any of such events that the Participant believes that such event constitutes Good Reason, and the Company thereafter fails to cure any such event within sixty (60) days after receipt of such notice.

(i) For purposes of this Agreement, a Date of Termination shall be deemed to have occurred only if on such date the Participant has also experienced a “separation from service” as defined in the regulations promulgated under Section 409A of the Internal Revenue Code, as amended (the “Code”).

(j) For purposes of this Agreement, “Retirement” means the Participant’s separation from service (as defined in the regulations promulgated under Code Section 409A) occurring after the Participant has reached age 60 and has completed at least 10 years of Service with the Company and its Subsidiaries.

(k) For purposes of this Agreement, a Change of Control shall be deemed to have occurred only if such event would also be deemed to constitute a change in ownership or effective control, or a change in the ownership of a substantial portion of the assets, of the Company under Code Section 409A.

March              Long-Term Incentive Grant Page 2 of 4

Except as otherwise specifically provided, the Company will not have any further obligations to the Participant under this Agreement if the Participant’s Units are forfeited as provided herein.

4. Earned Units. The number of Units subject to this Award that the Participant will be deemed to have earned (“Earned Units”) and that are eligible for vesting as of each Scheduled Vesting Date during the Vesting Period will be determined by the extent to which the Company has satisfied the performance-based objectives for the Performance Period ending on the applicable Determination Date as set forth in Appendix A to this Agreement. The portion of the Units subject to this Award that will be deemed Earned Units as of each Scheduled Vesting Date during the Vesting Period will be determined according to the formula specified in Appendix A, but in no event will the cumulative number of Units that are deemed Earned Units as of any Scheduled Vesting Date during the Vesting Period exceed the Maximum Number of Units. Any Units that are not earned and do not vest as of either of the first two Scheduled Vesting Dates during the Performance Period solely because of the failure to fully satisfy an applicable performance-based objective shall remain eligible to be earned and to vest as of a subsequent Scheduled Vesting Date during the Vesting Period. Any Units that are not earned and do not vest as of the last Scheduled Vesting Date will be forfeited.

5. Settlement of Units. After any Units vest pursuant to Section 3, the Company will promptly, but in no event later than two and one-half months after the Vesting Date, cause to be issued to the Participant, or to the Participant’s beneficiary or legal representative in the event of Participant’s death, one share of Stock in payment and settlement of each vested Unit. Such issuance shall be evidenced by a stock certificate or appropriate entry on the books of the Company or a duly authorized transfer agent of the Company, shall be subject to the tax withholding provisions of Section 6, and shall be in complete satisfaction of such vested Units. If the Units that vest include a fractional Unit, the Company will round the number of vested Units down to the nearest whole Unit prior to issuance of the shares as provided herein. Notwithstanding the foregoing, if any amount shall be payable with respect to this Award as a result of the Participant’s “separation from service” at such time as the Participant is a “specified employee” (as those terms are defined in regulations promulgated under Code Section 409A) and such amount is subject to the provisions of Code Section 409A, then no payment shall be made, except as permitted under Code Section 409A, prior to the first day of the seventh calendar month beginning after the Participant’s separation from service (or the date of Participant’s earlier death), or as soon as administratively practicable thereafter.

6. Tax Matters. The Committee may require the Participant, or the alternate recipient identified in Section 5, to satisfy any potential federal, state, local or other tax withholding liability. Such liability must be satisfied at the time such Units are settled in shares of Stock. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding obligations may be satisfied: (i) through a cash payment by the Participant, (ii) through the surrender of shares of Stock that the Participant already owns (provided, however, to the extent shares described in this clause (ii) are used to satisfy more than the minimum statutory withholding obligation, as described below, then payments made with shares of Stock in accordance with this clause (ii) shall be limited to shares held by the Participant for not less than six months prior to the payment date), (iii) through the surrender of shares of Stock to which the Participant is otherwise entitled in respect of the Award under this Agreement; provided, however, that such shares under this clause (iii) may be used to satisfy not more than the minimum statutory withholding obligation of the Company or applicable Subsidiary (based on minimum statutory withholding rates for federal, state and local tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), or (iv) any combination of clauses (i), (ii) and (iii); provided, however, that the Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (ii)-(iv) and that the Committee may require that the method of satisfying such an obligation be in compliance with Section 16 of the Exchange Act (if the Participant is subject thereto) and any other applicable laws and the respective rules and regulations thereunder. Any fraction of a share of Stock which would be required to satisfy such an obligation will be disregarded and the remaining amount due will be paid in cash by the Participant.

7. Compliance with Laws. Despite the provisions of Section 5 hereof, the Company is not required to issue or deliver any certificates for shares of Stock if at any time the Company determines that the listing, registration or qualification of such shares upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the issuance or delivery of the shares hereunder in compliance with all applicable laws and regulations, unless such listing, registration, qualification, consent, approval or other action has been effected or obtained, free of any conditions not acceptable to the Company.

8. No Right to Employment. Nothing herein confers upon the Participant any right to continue in the employ of the Company or any Subsidiary.

9. Nontransferability. Except as otherwise provided by the Committee or as provided in Section 5, and except with respect to shares of Stock issued in settlement of vested Units, the Participant’s interests and rights in and under this Agreement may not be assigned, transferred, exchanged, pledged or otherwise encumbered other than as designated by the Participant by will or by the laws of descent and distribution. Issuance of shares of Stock in settlement of Units will be made only to the Participant; or, if the Committee has been provided with evidence acceptable to it that the Participant is legally incompetent, the Participant’s personal representative; or, if the Participant is deceased, to the designated beneficiary or other appropriate recipient in accordance with Section 5 hereof. The Committee may require personal receipts or endorsements of a Participant’s personal representative, designated beneficiary or alternate recipient provided for herein, and the Committee shall extend to those individuals the rights otherwise exercisable by the Participant with regard to any withholding tax election in accordance with Section 6 hereof. Any effort to otherwise assign or transfer any Units or any rights or interests therein or thereto under this Agreement will be wholly ineffective, and will be grounds for termination by the Committee of all rights and interests of the Participant and his or her beneficiary in and under this Agreement.

March              Long-Term Incentive Grant Page 3 of 4

10. Administration and Interpretation. The Committee has the authority to control and manage the operation and administration of the Plan. Any interpretations of the Plan by the Committee and any decisions made by it under the Plan are final and binding on the Participant and all other persons.

11. Governing Law. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of law of Delaware or any other jurisdiction.

12. Sole Agreement. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to all of the terms and conditions of the Plan (as the same may be amended in accordance with its terms), a copy of which may be obtained by the Participant from the office of the Secretary of the Company. In addition, this Agreement and the Participant’s rights hereunder shall be subject to all interpretations, determinations, guidelines, rules and regulations adopted or made by the Committee from time to time pursuant to the Plan. This Agreement is the entire agreement between the parties to it with respect to the subject matter hereof, and supersedes any and all prior oral and written discussions, commitments, undertakings, representations or agreements (including, without limitation, any terms of any employment offers, discussions or agreements between the parties).

13. Binding Effect. This Agreement will be binding upon and will inure to the benefit of the Company and the Participant and, as and to the extent provided herein and under the Plan, their respective heirs, executors, administrators, legal representatives, successors and assigns.

14. Amendment and Waiver. This Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement between the Company and the Participant without the consent of any other person. No course of conduct or failure or delay in enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement.

IN WITNESS WHEREOF, the Company has duly executed this Agreement as of the Award Date.

Very truly yours,

UNITED STATIONERS INC.

By:

Charles Crovitz

Chairman of the Board

March              Long-Term Incentive Grant Page 4 of 4

Appendix A

Performance-Based Restricted Stock Unit Award Agreement

Earned Units and Performance-Based Objectives

March 2011 Long-Term Incentive Grant Page 1 of 2

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AS ADOPTED PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, P. Cody Phipps, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Stationers Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2012	/s/ P. CODY PHIPPS
	P. Cody Phipps
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

AS ADOPTED PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Fareed A. Khan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Stationers Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2012	/s/ FAREED A. KHAN
	Fareed A. Khan
	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of United Stationers Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), P. Cody Phipps, Chief Executive Officer of the Company, and Fareed A. Khan, Senior Vice President and Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ P. CODY PHIPPS

P. Cody Phipps

President and Chief Executive Officer

May 2, 2012

/s/ FAREED A. KHAN

Fareed A. Khan

Senior Vice President and Chief Financial Officer

May 2, 2012

XML

Share-Based Compensation (Schedule Of Stock Options) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012 Y	Mar. 31, 2011
Share-Based Compensation [Abstract]
Options outstanding-December 31, 2011, Shares	1,715,380
Granted, Shares
Exercised, Shares	(53,248)
Canceled, Shares
Options outstanding-March 31, 2012, Shares	1,662,132
Number of options exercisable, Shares	1,662,132
Options outstanding-December 31, 2011, Weighted Average Exercise Price	$ 24.62
Granted, Weighted Average Exercise Price
Exercised, Weighted Average Exercise Price	$ 15.34
Canceled, Weighted Average Exercise Price
Options outstanding-March 31, 2012, Weighted Average Exercise Price	$ 24.92
Number of options exercisable, Weighted Average Exercise Price	$ 24.92
Options outstanding-March 31, 2012, Weighted Average Exercise Contractual Life	3.5
Number of options exercisable, Weighted Average Exercise Contractual Life	3.5
Options outstanding, Aggregate Intrinsic Value	$ 10,364	$ 21,837
Number of options exercisable, Aggregate Intrinsic Value	$ 10,364	$ 21,837

XML

Fair Value Measurements (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012
Fair Value Measurements [Abstract]
Carrying amount of accounts receivable under Current Receivables Securitization Program, which also approximates fair value	$ 418.1

XML

Pension And Post-Retirement Health Care Benefit Plans (Summary Of Net Periodic Benefit Cost) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Pension And Post-Retirement Health Care Benefit Plans [Abstract]
Service cost-benefit earned during the period	$ 241	$ 192
Interest cost on projected benefit obligation	2,104	2,120
Expected return on plan assets	(2,501)	(2,522)
Amortization of prior service cost	44	34
Amortization of actuarial loss	1,548	485
Net periodic pension cost	$ 1,436	$ 309

XML

Fair Value Measurements (Schedule Of Financial Instruments Measured At Fair Value) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap liability	$ 6,830
Quoted Market Prices In Active Markets For Identical Assets Or Liabilities (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap liability
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap liability	6,830
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap liability

XML

Debt (Schedule Of Long-Term Debt Components) (Details) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
2011 Credit Agreement	$ 50,000,000
2009 Receivables Securitization Program	50,000,000
Total	462,150,000	496,757,000
2011 Credit Agreement [Member]
Debt Instrument [Line Items]
2011 Credit Agreement	327,200,000	361,800,000
2007 Master Note Purchase Agreement (Private Placement) [Member]
Debt Instrument [Line Items]
2007 Master Note Purchase Agreement (Private Placement)	$ 135,000,000	$ 135,000,000

XML

Share-Based Compensation (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2012 Y	Mar. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share-based compensation plans	2
Restricted stock and restricted stock units granted	397,012
Excess tax benefits classified as financing cash inflows	$ 464,000	$ 2,095,000
Term of stock options, in years	10
Closing sale price, per share	$ 31.03	$ 36.03
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 0
Vesting period, in years	3 years
Stock options granted	0	0
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock and restricted stock units granted	192,326	4,000
Vesting period, in years	3 years
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock and restricted stock units granted	204,686	201,614
Vesting period, in years	3 years

XML

Pension And Post-Retirement Health Care Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2012

Pension And Post-Retirement Health Care Benefit Plans [Abstract]

Summary Of Net Periodic Benefit Cost

	For the Three Months Ended March 31,
	2012			2011
Service cost—benefit earned during the period	$	241		$	192
Interest cost on projected benefit obligation		2,104			2,120
Expected return on plan assets		(2,501	)		(2,522	)
Amortization of prior service cost		44			34
Amortization of actuarial loss		1,548			485
Net periodic pension cost	$	1,436		$	309

XML

Accounting For Uncertainty In Income Taxes (Details) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Accounting For Uncertainty In Income Taxes [Abstract]
Gross unrecognized tax benefits	$ 3,800,000	$ 3,400,000
Interest and penalties accrued	700,000	700,000
Gross unrecognized tax benefits change in next 12 months, minimum	0
Gross unrecognized tax benefits change in next 12 months, maximum	$ 2,000,000

XML

Severance And Restructuring Charges (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Dec. 31, 2010	Dec. 31, 2011
Restructuring Cost and Reserve [Line Items]
Pre-tax charge	$ 6.2
Pre-tax severance charge		9.1
Cash outlays associated with severance	1.3
Reversal of severance charges			0.9
Accrued liabilities	3.4
Severance And Restructuring Charges [Member]
Restructuring Cost and Reserve [Line Items]
Cash outlays associated with severance	0.2
Accrued liabilities	1.3		2.6
Facility Closure Cost [Member]
Restructuring Cost and Reserve [Line Items]
Pre-tax charge	2.6
Severance And Related Expense [Member]
Restructuring Cost and Reserve [Line Items]
Pre-tax charge	$ 3.6

XML

Share-Based Compensation (Schedule Of Intrinsic Value Of Restricted Shares Outstanding) (Details) (Restricted Shares [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Restricted Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic Value of Restricted Shares	$ 37,262	$ 54,294

XML

Derivative Financial Instruments (Schedule Of Interest Rate Swap Agreements, Cash Flow Hedges) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Derivative [Line Items]
Fair Value Net Liability	$ (6,830)
November 2007 Swap Transaction [Member]
Derivative [Line Items]
Notional Amount	135,000
Receive	Floating 3-month LIBOR
Pay	4.674%
Maturity Date	Jan. 15, 2013
Fair Value Net Liability	(4,534)	[1]
December 2007 Swap Transaction [Member]
Derivative [Line Items]
Notional Amount	200,000
Receive	Floating 3-month LIBOR
Pay	4.075%
Maturity Date	Jun. 21, 2012
Fair Value Net Liability	(1,619)	[1]
March 2008 Swap Transaction [Member]
Derivative [Line Items]
Notional Amount	100,000
Receive	Floating 3-month LIBOR
Pay	3.212%
Maturity Date	Jun. 29, 2012
Fair Value Net Liability	$ (677)	[1]

[1] These interest rate derivatives qualify for hedge accounting. All derivatives are in a net liability position. Therefore, the fair value of each interest rate derivative is included in the Company's Condensed Consolidated Balance Sheets as a component of "Accrued liabilities" given the maturity date of the instrument, with an offsetting component in "Stockholders' Equity" as part of "Accumulated Other Comprehensive Loss". Fair value adjustments of the interest rate swaps will be deferred and recognized as an adjustment to interest expense over the remaining term of the hedged instrument.

XML

Pension And Post-Retirement Health Care Benefit Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Pension And Post-Retirement Health Care Benefit Plans [Abstract]
Cash contributions pension plans	$ 13.0
Company contributions	$ 1.4	$ 1.3

XML

Share-Based Compensation

3 Months Ended

Mar. 31, 2012

Share-Based Compensation [Abstract]

Share-Based Compensation

3. Share-Based Compensation

Overview

As of March 31, 2012, the Company has two active equity compensation plans. A description of these plans is as follows:

Amended and Restated 2004 Long-Term Incentive Plan ("LTIP")

In March 2004, the Company's Board of Directors adopted the LTIP to, among other things, attract and retain managerial talent, further align the interests of key associates to those of the Company's shareholders and provide competitive compensation to key associates. Award vehicles include stock options, stock appreciation rights, full value awards, cash incentive awards and performance-based awards. Key associates and non-employee directors of the Company are eligible to become participants in the LTIP, except that non-employee directors may not be granted incentive stock options.

Nonemployee Directors' Deferred Stock Compensation Plan

Pursuant to the United Stationers Inc. Nonemployee Directors' Deferred Stock Compensation Plan, non-employee directors may defer receipt of all or a portion of their retainer and meeting fees. Fees deferred are credited quarterly to each participating director in the form of stock units, based on the fair market value of the Company's common stock on the quarterly deferral date. Each stock unit account generally is distributed and settled in whole shares of the Company's common stock on a one-for-one basis, with a cash-out of any fractional stock unit interests, after the participant ceases to serve as a Company director.

Accounting For Share-Based Compensation

The following table summarizes the share-based compensation expense (in thousands):

	For the Three Months Ended
	March 31,
	2012			2011
Numerator:
Pre-tax expense	$	1,926		$	3,707
Tax effect		(732	)		(1,401	)
After tax expense		1,194			2,306
Denominator:
Denominator for basic shares—weighted average shares		41,574			45,478
Denominator for diluted shares—Adjusted weighted average shares and the effect of dilutive securities		42,420			46,656
Net expense per share:
Net expense per share—basic	$	0.03		$	0.05
Net expense per share—diluted	$	0.03		$	0.05

The following tables summarize the intrinsic value of options outstanding, exercisable, and exercised for the applicable periods listed below:

Intrinsic Value of Options

(in thousands of dollars)

	Outstanding		Exercisable
As of March 31, 2012	$	10,364	$	10,364
As of March 31, 2011		21,837		21,837

Intrinsic Value of Options Exercised

(in thousands of dollars)

	For the Three  Months Ended
March 31, 2012	$	886
March 31, 2011		5,972

The following tables summarize the intrinsic value of restricted shares outstanding and vested for the applicable periods listed below:

Intrinsic Value of Restricted Shares Outstanding

(in thousands of dollars)

As of March 31, 2012	$	37,262
As of March 31, 2011		54,294

Intrinsic Value of Restricted Shares Vested

(in thousands of dollars)

	For the Three  Months Ended
March 31, 2012	$	4,463
March 31, 2011		6,916

The aggregate intrinsic values summarized in the tables above are based on the closing sale price per share for the Company's Common Stock on the last day of trading in each respective fiscal period which were $31.03 per share for the 2012 period end and $36.03 per share for the 2011 period end on a post-split basis. Additionally, the aggregate intrinsic value of options exercisable does not include the value of options for which the exercise price exceeds the stock price as of the last day of trading in each respective fiscal period.

Accounting guidance on share-based payments requires that cash flows resulting from the tax benefits from tax deductions in excess of the compensation cost recognized for those share-based awards (excess tax benefits) be classified as financing cash flows. For the three months ended March 31, 2012, the $0.5 million excess tax benefits classified as financing cash inflows on the Condensed Consolidated Statement of Cash Flows would have been classified as operating cash inflows if the Company had not adopted this guidance on share-based payments.

Stock Options

There were no stock options granted during the first quarter of 2012 or 2011. As of March 31, 2012, there was no unrecognized compensation cost related to stock option awards granted. The fair value of option awards and modifications to option awards is estimated on the date of grant or modification using a Black-Scholes option valuation model that uses various assumptions including the expected stock price volatility, risk-free interest rate, and expected life of the option. Historically, stock options vested in annual increments over three years and have a term of 10 years. Compensation costs for all stock options are recognized, net of estimated forfeitures, on a straight-line basis as a single award typically over the vesting period. The Company estimates expected volatility based on historical volatility of the price of its common stock. The Company estimates the expected term of share-based awards by using historical data relating to option exercises and employee terminations to estimate the period of time that options granted are expected to be outstanding. The interest rate for periods during the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

The following table summarizes the transactions, excluding restricted stock, under the Company's equity compensation plans for the three months ended March 31, 2012:

Stock Options Only	Shares			Weighted Average Exercise Price		Weighted Average Exercise Contractual Life		Aggregate Intrinsic Value ($000)*
Options outstanding—December 31, 2011		1,715,380		$	24.62
Granted		—			—
Exercised		(53,248	)		15.34
Canceled		—			—
Options outstanding – March 31, 2012		1,662,132		$	24.92		3.5	$	10,364
Number of options exercisable		1,662,132		$	24.92		3.5	$	10,364

* Aggregate intrinsic value of options exercisable does not include the value of options for which the exercise price exceeds the stock price as of March 31, 2012.

Restricted Stock and Restricted Stock Units

The Company granted 192,326 shares of restricted stock and 204,686 restricted stock units ("RSUs") during the first quarter of 2012. During the first quarter of 2011, the Company granted 4,000 shares of restricted stock and 201,614 RSUs. The majority of the restricted stock granted in each period vests in three equal annual installments on the anniversaries of the date of the grant. The majority of the RSUs granted in 2012 and 2011 vest in three annual installments based on the terms of the agreements, to the extent earned based on the Company's cumulative economic profit performance against target economic profit goals. A summary of the status of the Company's restricted stock and RSU grants and changes during the three months ended March 31, 2012, is as follows:

Restricted Shares and RSU's Only	Shares			Weighted Average Grant Date Fair Value		Weighted Average Contractual Life		Aggregate Intrinsic Value ($000)
Shares outstanding - December 31, 2011		1,002,125		$	26.42
Granted		397,012			30.51
Vested		(147,065	)		19.98
Canceled		(51,428	)		27.40
Outstanding – March 31, 2012		1,200,644		$	28.55		2.1	$	37,262

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Earnings Per Share (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		0 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Feb. 24, 2012 Expanded Stock Repurchase Program [Member]
Equity, Class of Treasury Stock [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	100,000	100,000
Additional authorized repurchase amount			$ 100.0
Stock repurchase program, remaining authorized amount	91.0
Number of shares repurchased	1,128,155	372,838
Repurchase of common stock, value	$ 33.6	$ 24.6
Treasury stock reissued, shares	196,739	527,556

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Basis Of Presentation (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended	0 Months Ended	1 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Mar. 15, 2011 Stock Dividend [Member]	May 31, 2011 Stock Dividend [Member]
Basis Of Presentation [Line Items]
Net sales	$ 1,271,647	$ 1,237,453	$ 5,000,000
Number of items	100,000
Number of manufacturers	1,000
Number of distribution centers	62
Number of reseller customers	25,000
Conversion ratio of stock split				2
Percentage of stock dividend				100.00%
Dividend paid date					May 31, 2011
Dividend record date					May 16, 2011

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2012

Fair Value Measurements [Abstract]

Schedule Of Financial Instruments Measured At Fair Value

	Fair Value Measurements as of March 31, 2012
			Quoted Market Prices in Active Markets for Identical Assets  or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Interest rate swap liability	$	6,830	$	—	$	6,830	$	—

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Earnings Per Share (Schedule Of Computation Of Basic And Diluted Earnings Per Share) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Earnings Per Share [Abstract]
Net income	$ 15,112	$ 20,447
Denominator for basic earnings per share-weighted average shares	41,574	45,478
Employee stock options and restricted units	846	1,178
Denominator for diluted earnings per share-Adjusted weighted average shares and the effect of dilutive securities	42,420	46,656
Net income per share-basic	$ 0.36	$ 0.45
Net income per share-diluted	$ 0.36	$ 0.44

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Basis Of Presentation (Past Or Future Cash Dividends) (Details) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Basis Of Presentation [Line Items]
Dividend Per Share	$ 0.13	$ 0.13
March 1, 2011 [Member]
Basis Of Presentation [Line Items]
Board Approval	Mar. 01, 2011
Record Date	Mar. 15, 2011
Payment Date	Apr. 15, 2011
Dividend Per Share	$ 0.13
May 11, 2011 [Member]
Basis Of Presentation [Line Items]
Board Approval	May 11, 2011
Record Date	Jun. 15, 2011
Payment Date	Jul. 15, 2011
Dividend Per Share	$ 0.13
July 15, 2011 [Member]
Basis Of Presentation [Line Items]
Board Approval	Jul. 15, 2011
Record Date	Sep. 15, 2011
Payment Date	Oct. 14, 2011
Dividend Per Share	$ 0.13
October 19, 2011 [Member]
Basis Of Presentation [Line Items]
Board Approval	Oct. 19, 2011
Record Date	Dec. 15, 2011
Payment Date	Jan. 13, 2012
Dividend Per Share	$ 0.13
February 24, 2012 [Member]
Basis Of Presentation [Line Items]
Board Approval	Feb. 24, 2012
Record Date	Mar. 15, 2012
Payment Date	Apr. 13, 2012
Dividend Per Share	$ 0.13

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Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
Percentage inventory valued under LIFO	76.00%	78.00%
Higher inventory if FIFO applied entirely	$ 103.3	$ 96.1
Increase in cost of goods sold due to LIFO accounting method	7.2
Effect of LIFO inventory liquidation on income	2.4
LIFO expense related to inflation	9.6
Warehousing and administrative expenses charged to inventory	33.3	33.8
Outstanding checks	69.7	71.4
Buildings [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life, maximum years	40
Fixtures And Equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life, minimum years	2
Estimated useful life, maximum years	10
Capitalized Software [Member]
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life, maximum years	10
Customer Rebates [Member]
Summary Of Significant Accounting Policies [Line Items]
Accrued liabilities	36.4	55.7
Supplier Allowances [Member]
Summary Of Significant Accounting Policies [Line Items]
Receivables related to supplier allowances	$ 60.2	$ 81.3

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Summary Of Significant Accounting Policies

3 Months Ended

Mar. 31, 2012

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates.

Various assumptions and other factors underlie the determination of significant accounting estimates. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. The Company periodically reevaluates these significant factors and makes adjustments where facts and circumstances dictate.

Supplier

Allowances

Supplier allowances (fixed or variable) are common practice in the business products industry and have a significant impact on the Company's overall gross margin. Gross margin is determined by, among other items, file margin (determined by reference to invoiced price), as reduced by customer discounts and rebates as discussed below, and increased by supplier allowances and promotional incentives. Receivables related to supplier allowances totaled $60.2 million and $81.3 million as of March 31, 2012 and December 31, 2011, respectively. These receivables are included in "Accounts receivable" in the Condensed Consolidated Balance Sheets.

The majority of the Company's annual supplier allowances and incentives are variable, based solely on the volume and mix of the Company's product purchases from suppliers. These variable allowances are recorded based on the Company's annual inventory purchase volumes and product mix and are included in the Company's Condensed Consolidated Financial Statements as a reduction to cost of goods sold, thereby reflecting the net inventory purchase cost. The remaining portion of the Company's annual supplier allowances and incentives are fixed and are earned based primarily on supplier participation in specific Company advertising and marketing publications. Fixed allowances and incentives are taken to income through lower cost of goods sold as inventory is sold.

Supplier allowances and incentives attributable to unsold inventory are carried as a component of net inventory cost. The potential amount of variable supplier allowances often differs based on purchase volumes by supplier and product category. As a result, changes in the Company's sales volume (which can increase or reduce inventory purchase requirements) and changes in product sales mix (especially because higher-margin products often benefit from higher supplier allowance rates) can create fluctuations in variable supplier allowances.

 

Customer Rebates

Customer rebates and discounts are common practice in the business products industry and have a significant impact on the Company's overall sales and gross margin. Such rebates are reported in the Condensed Consolidated Financial Statements as a reduction of sales. Accrued customer rebates of $36.4 million and $55.7 million as of March 31, 2012 and December 31, 2011, respectively, are primarily included as a component of "Accrued liabilities" in the Condensed Consolidated Balance Sheets.

Customer rebates include volume rebates, sales growth incentives, advertising allowances, participation in promotions and other miscellaneous discount programs. These rebates are paid to customers monthly, quarterly and/or annually. Estimates for volume rebates and growth incentives are based on estimated annual sales volume to the Company's customers. The aggregate amount of customer rebates depends on product sales mix and customer mix changes. Reported results reflect management's current estimate of such rebates. Changes in estimates of sales volumes, product mix, customer mix or sales patterns, or actual results that vary from such estimates may impact future results.

Revenue Recognition

Revenue is recognized when a service is rendered or when title to the product has transferred to the customer. Management records an estimate for future product returns related to revenue recognized in the current period. This estimate is based on historical product return trends and the gross margin associated with those returns. Management also records customer rebates that are based on annual sales volume to the Company's customers. Annual rebates earned by customers include growth components, volume hurdle components, and advertising allowances.

Shipping and handling costs billed to customers are treated as revenues and recognized at the time title to the product has transferred to the customer. Freight costs are included in the Company's Condensed Consolidated Financial Statements as a component of cost of goods sold and not netted against shipping and handling revenues. Net sales do not include sales tax charged to customers.

Additional revenue is generated from the sale of software licenses, delivery of subscription services (including the right to use software and software maintenance services), and professional services. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fees are fixed and determinable, and collection is considered probable. If collection is not considered probable, the Company recognizes revenue when the fees are collected. If fees are not fixed and determinable, the Company recognizes revenues when the fees become due from the customer.

Accounts Receivable

In the normal course of business, the Company extends credit to customers that satisfy pre-defined credit criteria. Accounts receivable, as shown on the Condensed Consolidated Balance Sheets, include such trade accounts receivable and are net of allowances for doubtful accounts and anticipated discounts. The Company makes judgments as to the collectability of trade accounts receivable based on historical trends and future expectations. Management estimates an allowance for doubtful accounts, which addresses the collectability of trade accounts receivable. This allowance adjusts gross trade accounts receivable downward to its estimated collectible or net realizable value. To determine the allowance for doubtful accounts, management reviews specific customer risks and the Company's trade accounts receivable aging. Uncollectible trade receivable balances are written off against the allowance for doubtful accounts when it is determined that the trade receivable balance is uncollectible.

Insured Loss Liability Estimates

The Company is primarily responsible for retained liabilities related to workers' compensation, vehicle, and certain employee health benefits. The Company records expense for paid and open claims and an expense for claims incurred but not reported based upon historical trends and certain assumptions about future events. The Company has an annual per-person maximum cap, provided by a third-party insurance company, on certain employee medical benefits. In addition, the Company has a per-occurrence maximum loss and an annual aggregate maximum cap on workers' compensation and auto claims.

Leases

The Company leases real estate and personal property under operating leases. Certain operating leases include incentives from landlords including, landlord "build-out" allowances, rent escalation clauses and rent holidays or periods in which rent is not payable for a certain amount of time. The Company accounts for landlord "build-out" allowances as deferred rent at the time of possession and amortizes this deferred rent on a straight-line basis over the term of the lease.

The Company also recognizes leasehold improvements associated with the "build-out" allowances and amortizes these improvements over the shorter of (1) the term of the lease or (2) the expected life of the respective improvements. The Company accounts for rent escalation and rent holidays as deferred rent at the time of possession and amortizes this deferred rent on a straight-line basis over the term of the lease. As of March 31, 2012, any capital leases to which the Company is a party are negligible.

Inventories  

Approximately 76% and 78% of total inventory as of March 31, 2012 and December 31, 2011, has been valued under the last-in, first-out ("LIFO") accounting method. LIFO results in a better matching of costs and revenues. The remaining inventory is valued under the first-in, first-out ("FIFO") accounting method. Inventory valued under the FIFO and LIFO accounting methods is recorded at the lower of cost or market. If the Company had valued its entire inventory under the lower of FIFO cost or market, inventory would have been $103.3 million and $96.1 million higher than reported as of March 31, 2012 and December 31, 2011, respectively. The change in the LIFO reserve since December 31, 2011 resulted in a $7.2 million increase in cost of goods sold which included a LIFO liquidation relating to a projected decrement in the Company's office products LIFO pool. This projected decrement resulted in liquidation of LIFO inventory quantities carried at lower costs in prior years as compared with the cost of current year purchases. This liquidation resulted in LIFO income of $2.4 million which was more than offset by LIFO expense of $9.6 million related to current inflation for an overall net increase in cost of sales of $7.2 million referenced above.

The Company also records adjustments to inventory for shrinkage. Inventory that is obsolete, damaged, defective or slow moving is recorded at the lower of cost or market. These adjustments are determined using historical trends and are adjusted, if necessary, as new information becomes available. The Company charges certain warehousing and administrative expenses to inventory each period with $33.3 million and $33.8 million remaining in inventory as of March 31, 2012 and December 31, 2011, respectively.

 

Cash Equivalents

An unfunded check balance (payments in-transit) exists for the Company's primary disbursement accounts. Under the Company's cash management system, the Company utilizes available borrowings, on an as-needed basis, to fund the clearing of checks as they are presented for payment. As of March 31, 2012 and December 31, 2011, outstanding checks totaling $69.7 million and $71.4 million, respectively, were included in "Accounts payable" in the Condensed Consolidated Balance Sheets.

All highly liquid debt instruments with an original maturity of three months or less are considered to be short-term investments. Short-term investments consist primarily of money market funds rated AAA and are stated at cost, which approximates fair value. There were no short term investments as of March 31, 2012 and December 31, 2011.

Property, Plant and Equipment

Property, plant and equipment is recorded at cost. Depreciation and amortization are determined by using the straight-line method over the estimated useful lives of the assets. The estimated useful life assigned to fixtures and equipment is from two to ten years; the estimated useful life assigned to buildings does not exceed forty years; leasehold improvements are amortized over the lesser of their useful lives or the term of the applicable lease. Repair and maintenance costs are charged to expense as incurred.

Software

Capitalization

The Company capitalizes internal use software development costs in accordance with accounting guidance on accounting for costs of computer software developed or obtained for internal use. Amortization is recorded on a straight-line basis over the estimated useful life of the software, generally not to exceed ten years. Capitalized software is included in "Property, plant and equipment, at cost" on the Condensed Consolidated Balance Sheets. The total costs are as follows (in thousands):

	As of March 31, 2012			As of December 31, 2011
Capitalized software development costs	$	70,828		$	69,879
Accumulated amortization		(53,142	)		(52,061	)
Net capitalized software development costs	$	17,686		$	17,818

Derivative Financial Instruments

The Company's risk management policies allow for the use of derivative financial instruments to prudently manage foreign currency exchange rate and interest rate exposure. The policies do not allow such derivative financial instruments to be used for speculative purposes. At this time, the Company uses interest rate swaps which are subject to the management, direction and control of its financial officers. Risk management practices, including the use of all derivative financial instruments, are presented to the Board of Directors for approval.

All derivatives are recognized on the balance sheet date at their fair value. All derivatives are currently in a net liability position and are included in "Accrued liabilities" on the Condensed Consolidated Balance Sheets. The interest rate swaps that the Company has entered into are classified as cash flow hedges in accordance with accounting guidance on derivative instruments and hedging activities as they are hedging a forecasted transaction or the variability of cash flow to be paid by the Company. Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in other comprehensive income, net of tax, until earnings are affected by the forecasted transaction or the variability of cash flow, and then are reported in current earnings.

The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives designated as cash flow hedges to specific forecasted transactions or variability of cash flow.

The Company formally assesses, at both the hedge's inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items. When it is determined that a derivative is not highly effective as a hedge then hedge accounting is discontinued prospectively in accordance with accounting guidance on derivative instruments and hedging activities. This has not occurred as all cash flow hedges contain no ineffectiveness. See Note 11, "Derivative Financial Instruments", for further detail.

Income Taxes

The Company accounts for income taxes using the liability method in accordance with the accounting guidance for income taxes. The Company estimates actual current tax expense and assesses temporary differences that exist due to differing treatments of items for tax and financial statement purposes. These temporary differences result in the recognition of deferred tax assets and liabilities. A provision has not been made for deferred U.S. income taxes on the undistributed earnings of the Company's foreign subsidiaries as these earnings have historically been permanently invested. It is not practicable to determine the amount of unrecognized deferred tax liability for such unremitted foreign earnings. The Company accounts for interest and penalties related to uncertain tax positions as a component of income tax expense.

 

Foreign Currency Translation

The functional currency for the Company's foreign operations is the local currency. Assets and liabilities of these operations are translated into U.S. currency at the rates of exchange at the balance sheet date. The resulting translation adjustments are included in accumulated other comprehensive loss, a separate component of comprehensive income and stockholders' equity. Income and expense items are translated at average monthly rates of exchange. Realized gains and losses from foreign currency transactions were not material.

New Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-04. The amendments in this ASU generally represent clarifications of fair value measurement, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements. On January 1, 2012, the Company adopted these amendments on a prospective basis and there was no impact on its financial position or results of operations.

In June 2011, the FASB issued ASU No. 2011-05, which requires entities to present items of net income and other comprehensive income either in a single continuous statement of comprehensive income or in two separate, but consecutive, statements of net income and other comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2011-05 was subsequently amended by ASU No. 2011-12, which deferred the requirement for companies to present reclassification adjustments for each component of accumulated other comprehensive income in both other comprehensive income and net income on the face of the financial statements. On January 1, 2012, the Company adopted the effective portions of ASU No. 2011-05, which are reflected in its financial position and results of operations.

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Summary Of Significant Accounting Policies (Schedule Of Capitalized Software Included In Property, Plant And Equipment) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Summary Of Significant Accounting Policies [Abstract]
Capitalized software development costs	$ 70,828	$ 69,879
Accumulated amortization	(53,142)	(52,061)
Net capitalized software development costs	$ 17,686	$ 17,818

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Share-Based Compensation (Schedule Of Restricted Stock And RSU Grants And Changes) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Share-Based Compensation [Abstract]
Shares outstanding-December 31, 2011	1,002,125
Granted, Shares	397,012
Vested, Shares	(147,065)
Canceled, Shares	(51,428)
Outstanding-March 31, 2012	1,200,644
Shares outstanding-December 31, 2011, Weighted Average Grant Date Fair Value	$ 26.42
Granted, Weighted Average Grant Date Fair Value	$ 30.51
Vested, Weighted Average Grant Date Fair Value	$ 19.98
Canceled, Weighted Average Grant Date Fair Value	$ 27.40
Outstanding-March 31, 2012, Weighted Average Grant Date Fair Value	$ 28.55
Outstanding-March 31, 2012, Weighted Average Contractual Life	2.1
Outstanding-March 31, 2012, Aggregate Intrinsic Value	$ 37,262

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Derivative Financial Instruments (Schedule Of Effect Of Derivative Instruments On Income Statement) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
November 2007 Swap Transaction [Member]
Derivative [Line Items]
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	$ (2,847)	$ (3,558)
December 2007 Swap Transaction [Member]
Derivative [Line Items]
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	(1,016)	(2,065)
March 2008 Swap Transaction [Member]
Derivative [Line Items]
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	(425)	(809)
Interest Expense, Net; Income Tax Expense [Member] | November 2007 Swap Transaction [Member]
Derivative [Line Items]
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	711
Interest Expense, Net; Income Tax Expense [Member] | December 2007 Swap Transaction [Member]
Derivative [Line Items]
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	1,049
Interest Expense, Net; Income Tax Expense [Member] | March 2008 Swap Transaction [Member]
Derivative [Line Items]
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ 384

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 11,198	$ 11,783
Accounts receivable, less allowance for doubtful accounts of $26,118 in 2012 and $28,323 in 2011	642,028	659,215
Inventories	672,274	741,507
Other current assets	31,109	48,093
Total current assets	1,356,609	1,460,598
Property, plant and equipment, at cost	459,352	456,354
Less-accumulated depreciation and amortization	332,421	326,916
Net property, plant and equipment	126,931	129,438
Intangible assets, net	55,020	56,285
Goodwill	328,061	328,061
Other long-term assets	21,653	20,500
Total assets	1,888,274	1,994,882
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	433,725	499,265
Accrued liabilities	173,059	193,572
Short-term debt	50,000
Total current liabilities	656,784	692,837
Deferred income taxes	14,975	14,750
Long-term debt	462,150	496,757
Other long-term liabilities	71,750	85,859
Total liabilities	1,205,659	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
Additional paid-in capital	405,588	409,190
Treasury stock, at cost -33,323,963 shares in 2012 and 32,281,847 shares in 2011	(940,564)	(908,667)
Retained earnings	1,262,791	1,253,118
Accumulated other comprehensive loss	(52,644)	(56,406)
Total stockholders' equity	682,615	704,679
Total liabilities and stockholders' equity	$ 1,888,274	$ 1,994,882

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Debt (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Percentage of outstanding debt priced at variable interest rates	100.00%
Amount of debt hedged	$ 435,000,000
Number of interest rate swaps hedging long-term debt	3
Weighted average effective borrowing rate	4.70%
Amount of debt unhedged	77,200,000
Maximum basis-point change that would not affect annual interest expense	50
Receivables sold to Investor	418,100,000
Credit facility	50,000,000
Basis spread on variable rate	1.30%
2007 Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Leverage ratio	3.25
2011 Credit Agreement [Member]
Debt Instrument [Line Items]
Debt instrument maturity period, in years	5 years
Credit facility with aggregate committed principal amount	700,000,000
Potential maximum committed principal amount	1,000,000,000
Senior Secured Notes [Member]
Debt Instrument [Line Items]
Issuance of senior secured notes	1,000,000,000
Senior secured notes	135,000,000
Maturity date of debt instrument	Oct. 15, 2014
Receivables Securitization Program [Member]
Debt Instrument [Line Items]
Maximum investment at one time outstanding	100,000,000
Leverage ratio	3.25
Receivables sold to Investor	418,100,000	421,000,000
Amounts borrowed by USR		0
Receivables Securitization Program [Member] | 2011 Credit Agreement [Member]
Debt Instrument [Line Items]
Outside indebtedness permitted under facility	200,000,000
Prior Receivables Securitization Program [Member]
Debt Instrument [Line Items]
Receivables securitization program, expiration date	Jan. 20, 2012
Letters Of Credit [Member] | 2011 Credit Agreement [Member]
Debt Instrument [Line Items]
Credit facility with aggregate committed principal amount	100,000,000
Outstanding letters of credit	10,200,000	10,300,000
Swing Line Loans [Member] | 2011 Credit Agreement [Member]
Debt Instrument [Line Items]
Letter of credit maximum capacity	50,000,000
Unspecified [Member] | 2011 Credit Agreement [Member]
Debt Instrument [Line Items]
Outside indebtedness permitted under facility	300,000,000
Note Purchase Agreement Replacement [Member] | 2011 Credit Agreement [Member]
Debt Instrument [Line Items]
Outside indebtedness permitted under facility	$ 135,000,000
Minimum [Member] | 2007 Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Leverage ratio	2.75
Minimum [Member] | 2011 Credit Agreement [Member]
Debt Instrument [Line Items]
Leverage ratio	3.00
Maximum [Member] | 2011 Credit Agreement [Member]
Debt Instrument [Line Items]
Leverage ratio	3.50

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 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 property, plant 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 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	39,251
Other Cash Flow Information:
Income tax (refunds) payments, net	(9,334)	1,012
Interest paid	$ 6,887	$ 6,445

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Share-Based Compensation (Schedule Of Intrinsic Value Of Options Outstanding, Exercisable) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Mar. 31, 2011
Share-Based Compensation [Abstract]
Intrinsic Value of Options, Outstanding	$ 10,364	$ 21,837
Intrinsic Value of Options, Exercisable	$ 10,364	$ 21,837

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2012

Share-Based Compensation [Abstract]

Schedule Of Share-Based Compensation Expense

	For the Three Months Ended
	March 31,
	2012			2011
Numerator:
Pre-tax expense	$	1,926		$	3,707
Tax effect		(732	)		(1,401	)
After tax expense		1,194			2,306
Denominator:
Denominator for basic shares—weighted average shares		41,574			45,478
Denominator for diluted shares—Adjusted weighted average shares and the effect of dilutive securities		42,420			46,656
Net expense per share:
Net expense per share—basic	$	0.03		$	0.05
Net expense per share—diluted	$	0.03		$	0.05

Schedule Of Intrinsic Value Of Options Outstanding, Exercisable

	Outstanding		Exercisable
As of March 31, 2012	$	10,364	$	10,364
As of March 31, 2011		21,837		21,837

Schedule Of Intrinsic Value Of Options Exercised

	For the Three  Months Ended
March 31, 2012	$	886
March 31, 2011		5,972

Schedule Of Intrinsic Value Of Restricted Shares Outstanding

As of March 31, 2012	$	37,262
As of March 31, 2011		54,294

Schedule Of Intrinsic Value Of Restricted Shares Vested

	For the Three  Months Ended
March 31, 2012	$	4,463
March 31, 2011		6,916

Schedule Of Stock Options

Stock Options Only	Shares			Weighted Average Exercise Price		Weighted Average Exercise Contractual Life		Aggregate Intrinsic Value ($000)*
Options outstanding—December 31, 2011		1,715,380		$	24.62
Granted		—			—
Exercised		(53,248	)		15.34
Canceled		—			—
Options outstanding – March 31, 2012		1,662,132		$	24.92		3.5	$	10,364
Number of options exercisable		1,662,132		$	24.92		3.5	$	10,364

* Aggregate intrinsic value of options exercisable does not include the value of options for which the exercise price exceeds the stock price as of March 31, 2012.

Schedule Of Restricted Stock And RSU Grants And Changes

Restricted Shares and RSU's Only	Shares			Weighted Average Grant Date Fair Value		Weighted Average Contractual Life		Aggregate Intrinsic Value ($000)
Shares outstanding - December 31, 2011		1,002,125		$	26.42
Granted		397,012			30.51
Vested		(147,065	)		19.98
Canceled		(51,428	)		27.40
Outstanding – March 31, 2012		1,200,644		$	28.55		2.1	$	37,262

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Share-Based Compensation (Schedule Of Intrinsic Value Of Options Exercised) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Share-Based Compensation [Abstract]
Intrinsic Value of Options Exercised	$ 886	$ 5,972

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Debt (Tables)

3 Months Ended

Mar. 31, 2012

Debt [Abstract]

Schedule Of Long-Term Debt Components

	As of March 31, 2012		As of December 31, 2011
2011 Credit Agreement	$	327.2	$	361.8
2007 Master Note Purchase Agreement (Private Placement)		135.0		135.0
2009 Receivables Securitization Program		50.0		—
Total	$	512.2	$	496.8

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Basis Of Presentation

3 Months Ended

Mar. 31, 2012

Basis Of Presentation [Abstract]

Basis Of Presentation

1. Basis of Presentation

The accompanying Condensed Consolidated Financial Statements represent United Stationers Inc. ("USI") with its wholly owned subsidiary United Stationers Supply Co. ("USSC"), and USSC's subsidiaries (collectively, "United" or the "Company"). The Company is a leading national wholesale distributor of business products, with net sales of approximately $5.0 billion for the year ended December 31, 2011. The Company stocks about 100,000 items from over 1,000 manufacturers. These items include a broad spectrum of technology products, traditional office products, office furniture, janitorial and breakroom supplies, and industrial supplies. In addition, the Company also offers private brand products. The Company primarily serves commercial and contract office products dealers, janitorial/breakroom product distributors, computer product resellers, furniture dealers, and industrial product distributors. The Company sells its products through a national distribution network of 62 distribution centers to its over 25,000 reseller customers, who in turn sell directly to end-consumers.

The accompanying Condensed Consolidated Financial Statements are unaudited, except for the Condensed Consolidated Balance Sheet as of December 31, 2011, which was derived from the December 31, 2011 audited financial statements. The Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements, prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. Accordingly, the reader of this Quarterly Report on Form 10-Q should refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2011 for further information.

In the opinion of the management of the Company, the Condensed Consolidated Financial Statements for the periods presented include all adjustments necessary to fairly present the Company's results for such periods. Certain interim estimates of a normal, recurring nature are recognized throughout the year, relating to accounts receivable, supplier allowances, inventory, customer rebates, price changes and product mix. The Company evaluates these estimates periodically and makes adjustments where facts and circumstances dictate.

Stock and Cash Dividends

On March 1, 2011, the Company's Board of Directors approved a two-for-one stock split of the Company's issued common shares, which was paid in the form of a 100% stock dividend. All stockholders received one additional share on May 31, 2011 for each share owned at the close of business on the record date of May 16, 2011. This did not change the proportionate interest that a stockholder maintains in the Company. All shares and per share amounts in this report reflect the two-for-one stock split.

The Board of Directors approved during the past two years, and the Company has paid, the following cash dividends:

Board Approval	Record Date	Payment Date	Dividend Per Share
March 1, 2011	March 15, 2011	April 15, 2011	$0.13
May 11, 2011	June 15, 2011	July 15, 2011	$0.13
July 15, 2011	September 15, 2011	October 14, 2011	$0.13
October 19, 2011	December 15, 2011	January 13, 2012	$0.13
February 24, 2012	March 15, 2012	April 13, 2012	$0.13

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Condensed Consolidated Balance Sheets [Abstract]
Allowance for doubtful accounts, accounts receivable (in dollars)	$ 26,118	$ 28,323
Common stock, par value (in dollars per share)	$ 0.1	$ 0.1
Common stock, authorized shares	100,000,000	100,000,000
Common stock, issued shares	74,435,628	74,435,628
Treasury stock, shares	33,323,963	32,281,847

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2012

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments

11. Derivative Financial Instruments

Interest rate movements create a degree of risk to the Company's operations by affecting the amount of interest payments. Interest rate swap agreements are used to manage the Company's exposure to interest rate changes. The Company designates its floating-to-fixed interest rate swaps as cash flow hedges of the variability of future cash flows at the inception of the swap contract to support hedge accounting.

USSC entered into three separate swap transactions to mitigate USSC's floating rate risk on the noted aggregate notional amount of LIBOR based interest rate risk noted in the table below. These swap transactions occurred as follows:

• On November 6, 2007, USSC entered into an interest rate swap transaction (the "November 2007 Swap Transaction") with U.S. Bank National Association as the counterparty.

• On December 20, 2007, USSC entered into another interest rate swap transaction (the "December 2007 Swap Transaction") with KeyBank National Association as the counterparty.

• On March 13, 2008, USSC entered into an interest rate swap transaction (the "March 2008 Swap Transaction") with U.S. Bank National Association as the counterparty.

Approximately 85% ($435 million) of the Company's debt had its interest payments designated as the hedged forecasted transactions to interest rate swap agreements at March 31, 2012. The interest rate swap agreements accounted for as cash flow hedges that were outstanding and recorded at fair value on the statement of financial position as of March 31, 2012 were as follows (in thousands):

As of March 31, 2012	Notional Amount	Receive	Pay	Maturity Date	Fair Value Net Liability  (1)
November 2007 Swap Transaction	$135,000	Floating 3-month LIBOR	4.674%	January 15, 2013	$(4,534)
December 2007 Swap Transaction	200,000	Floating 3-month LIBOR	4.075%	June 21, 2012	(1,619)
March 2008 Swap Transaction	100,000	Floating 3-month LIBOR	3.212%	June 29, 2012	(677)

(1) These interest rate derivatives qualify for hedge accounting. All derivatives are in a net liability position. Therefore, the fair value of each interest rate derivative is included in the Company's Condensed Consolidated Balance Sheets as a component of "Accrued liabilities" given the maturity date of the instrument, with an offsetting component in "Stockholders' Equity" as part of "Accumulated Other Comprehensive Loss". Fair value adjustments of the interest rate swaps will be deferred and recognized as an adjustment to interest expense over the remaining term of the hedged instrument.

Under the terms of these swap transactions, USSC is required to make quarterly fixed rate payments to the counterparty calculated based on the notional amounts noted in the table above at a fixed rate also noted in the table above, while the counterparty is obligated to make quarterly floating rate payments to USSC based on the three-month LIBOR on the same referenced notional amount.

The hedged transactions described above qualify as cash flow hedges in accordance with accounting guidance on derivative instruments. This guidance requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value. The Company does not offset fair value amounts recognized for interest rate swaps executed with the same counterparty.

For derivative instruments that are designated and qualify as a cash flow hedge (for example, hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings (for example, in "interest expense" when the hedged transactions are interest cash flows associated with floating-rate debt).

The Company has entered into these interest rate swap agreements, described above, that effectively convert a portion of its floating-rate debt to a fixed-rate basis. This reduces the impact of interest rate changes on future interest expense. By using such derivative financial instruments, the Company exposes itself to credit risk and market risk. Credit risk is the risk that the counterparty to the interest rate swap agreements (as noted above) will fail to perform under the terms of the agreements. The Company attempts to minimize the credit risk in these agreements by only entering into transactions with credit worthy counterparties. The market risk is the adverse effect on the value of a derivative financial instrument that results from a change in interest rates.

The Company's agreements with its derivative counterparties provide that if an event of default occurs on any Company debt of $25 million or more, the counterparties can terminate the swap agreements. If an event of default had occurred and the counterparties had exercised their early termination rights under the swap agreements as of March 31, 2012, the Company would have been required to pay the aggregate fair value net liability of $6.8 million plus accrued interest to the counterparties.

The Company's interest rate swaps contain no ineffectiveness; therefore, all gains or losses on these derivative instruments are reported as a component of other comprehensive income ("OCI") and reclassified into earnings as "interest expense" in the same period or periods during which the hedged transaction affects earnings. The following table depicts the effect of these derivative instruments on the statement of income for the three -month period ended March 31, 2012.

	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain (Loss)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	At December 31, 2011			At March 31, 2012			Reclassified from Accumulated OCI into Income (Effective Portion)	For the Three Months Ended March 31, 2012
November 2007 Swap Transaction	$	(3,558	)	$	(2,847	)	Interest expense, net; income tax expense	$	711
December 2007 Swap Transaction		(2,065	)		(1,016	)	Interest expense, net; income tax expense		1,049
March 2008 Swap Transaction		(809	)		(425	)	Interest expense, net; income tax expense		384

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Document And Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 30, 2012
Document And Entity Information [Abstract]
Entity Registrant Name	UNITED STATIONERS INC
Entity Central Index Key	0000355999
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		40,673,168
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

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Fair Value Measurements

3 Months Ended

Mar. 31, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

12. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including interest rate swap liabilities related to interest rate swap derivatives based on the mark-to-market position of the Company's interest rate swap positions and other observable interest rates (see Note 11, "Derivative Financial Instruments", for more information on these interest rate swaps).

Accounting guidance on fair value establishes a hierarchy for those instruments measured at fair value which distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). The hierarchy consists of three levels:

• Level 1—Quoted market prices in active markets for identical assets or liabilities;

• Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable; and

• Level 3—Unobservable inputs developed using estimates and assumptions developed by the Company which reflect those that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The following table summarizes the financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2012 (in thousands):

	Fair Value Measurements as of March 31, 2012
			Quoted Market Prices in Active Markets for Identical Assets  or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Interest rate swap liability	$	6,830	$	—	$	6,830	$	—

The carrying amount of accounts receivable at March 31, 2012, including $418.1 million of receivables sold under the Current Receivables Securitization Program, approximates fair value because of the short-term nature of this item.

Accounting guidance on fair value measurements requires separate disclosure of assets and liabilities measured at fair value on a recurring basis, as noted above, from those measured at fair value on a nonrecurring basis. As of March 31, 2012, no assets or liabilities are measured at fair value on a nonrecurring basis.

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Condensed Consolidated Statements Of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Condensed Consolidated Statements Of Income [Abstract]
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 expenses	149,337	142,361
Operating income	31,592	40,011
Interest expense, net	7,166	6,521
Other expense		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 share-basic:
Net income per share-basic	$ 0.36	$ 0.45
Average number of common shares outstanding-basic	41,574	45,478
Net income per share-diluted:
Net income per share-diluted	$ 0.36	$ 0.44
Average number of common shares outstanding-diluted	42,420	46,656
Dividends declared per share	$ 0.13	$ 0.13

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Earnings Per Share

3 Months Ended

Mar. 31, 2012

Earnings Per Share [Abstract]

Earnings Per Share

6. Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if dilutive securities were exercised into common stock. Stock options, restricted stock and deferred stock units are considered dilutive securities. For the three-month period ending March 31, 2012 and March 31, 2011, 0.1 million shares of common stock were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	For the Three Months Ended
	March 31,
	2012		2011
Numerator:
Net income	$	15,112	$	20,447
Denominator:
Denominator for basic earnings per share—weighted average shares		41,574		45,478
Effect of dilutive securities:
Employee stock options and restricted units		846		1,178
Denominator for diluted earnings per share—Adjusted weighted average shares and the effect of dilutive securities		42,420		46,656
Net income per share:
Net income per share—basic	$	0.36	$	0. 45
Net income per share—diluted	$	0.36	$	0.44

Common Stock Repurchases

On February 24, 2012, the Board of Directors approved an expanded stock repurchase program authorizing the purchase of an additional $100.0 million of the Company's common stock. Depending on market and business conditions and other factors, the Company may continue or suspend purchasing its common stock at any time without notice. Acquired shares are included in the issued shares of the Company and treasury stock, but are not included in average shares outstanding when calculating earnings per share data. During the three-month periods ended March 31, 2012 and 2011, the Company repurchased 1,128,155 and 372,838 shares of USI's common stock at an aggregate cost of $33.6 million and $24.6 million, respectively. As of March 31, 2012, the Company had remaining Board authorization to repurchase approximately $91.0 million of USI common stock. During the first quarter of 2012 and 2011, the Company reissued 196,739 and 527,556 shares, respectively, of treasury stock to fulfill its obligations under its equity incentive plans.

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Severance And Restructuring Charges

3 Months Ended

Mar. 31, 2012

Severance And Restructuring Charges [Abstract]

Severance And Restructuring Charges

5. Severance and Restructuring Charges

On February 13, 2012, the Company approved a distribution network optimization and cost reduction program. This program was substantially completed in the first quarter of 2012 and the Company recorded a $6.2 million pre-tax charge in that period in connection with these actions. The pre-tax charge is comprised of facility closure expenses of $2.6 million and severance and related expense of $3.6 million which were included in operating expenses. Cash outflows for this action will occur primarily during 2012 and 2013. Cash outlays associated with this severance charge in the three months ended March 31, 2012 were $0.2 million. As of March 31, 2012, the Company had accrued liabilities for these actions of $3.4 million.

On December 31, 2010, the Company approved an early retirement program for eligible employees and a focused workforce realignment to support strategic initiatives. The Company recorded a pre-tax charge of $9.1 million in the fourth quarter of 2010 for estimated severance pay, benefits and outplacement costs related to these actions. This charge was included in the operating expenses on the Consolidated Statements of Income for the quarter ending December 31, 2010. Cash outlays associated with this severance charge in the three months ended March 31, 2012 were $1.3 million. During the year ended December 31, 2011, the Company had a reversal of a portion of these severance charges of $0.9 million. As of March 31, 2012 and December 31, 2011, the Company had accrued liabilities for these actions of $1.3 million and $2.6 million, respectively.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2012

Earnings Per Share [Abstract]

Schedule Of Computation Of Basic And Diluted Earnings Per Share

	For the Three Months Ended
	March 31,
	2012		2011
Numerator:
Net income	$	15,112	$	20,447
Denominator:
Denominator for basic earnings per share—weighted average shares		41,574		45,478
Effect of dilutive securities:
Employee stock options and restricted units		846		1,178
Denominator for diluted earnings per share—Adjusted weighted average shares and the effect of dilutive securities		42,420		46,656
Net income per share:
Net income per share—basic	$	0.36	$	0. 45
Net income per share—diluted	$	0.36	$	0.44

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Summary Of Significant Accounting Policies (Policy)

3 Months Ended

Mar. 31, 2012

Summary Of Significant Accounting Policies [Abstract]

Principles Of Consolidation

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use Of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates.

Various assumptions and other factors underlie the determination of significant accounting estimates. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. The Company periodically reevaluates these significant factors and makes adjustments where facts and circumstances dictate.

Supplier Allowances

Supplier

Allowances

Supplier allowances (fixed or variable) are common practice in the business products industry and have a significant impact on the Company's overall gross margin. Gross margin is determined by, among other items, file margin (determined by reference to invoiced price), as reduced by customer discounts and rebates as discussed below, and increased by supplier allowances and promotional incentives. Receivables related to supplier allowances totaled $60.2 million and $81.3 million as of March 31, 2012 and December 31, 2011, respectively. These receivables are included in "Accounts receivable" in the Condensed Consolidated Balance Sheets.

The majority of the Company's annual supplier allowances and incentives are variable, based solely on the volume and mix of the Company's product purchases from suppliers. These variable allowances are recorded based on the Company's annual inventory purchase volumes and product mix and are included in the Company's Condensed Consolidated Financial Statements as a reduction to cost of goods sold, thereby reflecting the net inventory purchase cost. The remaining portion of the Company's annual supplier allowances and incentives are fixed and are earned based primarily on supplier participation in specific Company advertising and marketing publications. Fixed allowances and incentives are taken to income through lower cost of goods sold as inventory is sold.

Supplier allowances and incentives attributable to unsold inventory are carried as a component of net inventory cost. The potential amount of variable supplier allowances often differs based on purchase volumes by supplier and product category. As a result, changes in the Company's sales volume (which can increase or reduce inventory purchase requirements) and changes in product sales mix (especially because higher-margin products often benefit from higher supplier allowance rates) can create fluctuations in variable supplier allowances.

Customer Rebates

Customer Rebates

Customer rebates and discounts are common practice in the business products industry and have a significant impact on the Company's overall sales and gross margin. Such rebates are reported in the Condensed Consolidated Financial Statements as a reduction of sales. Accrued customer rebates of $36.4 million and $55.7 million as of March 31, 2012 and December 31, 2011, respectively, are primarily included as a component of "Accrued liabilities" in the Condensed Consolidated Balance Sheets.

Customer rebates include volume rebates, sales growth incentives, advertising allowances, participation in promotions and other miscellaneous discount programs. These rebates are paid to customers monthly, quarterly and/or annually. Estimates for volume rebates and growth incentives are based on estimated annual sales volume to the Company's customers. The aggregate amount of customer rebates depends on product sales mix and customer mix changes. Reported results reflect management's current estimate of such rebates. Changes in estimates of sales volumes, product mix, customer mix or sales patterns, or actual results that vary from such estimates may impact future results.

Revenue Recognition

Revenue Recognition

Revenue is recognized when a service is rendered or when title to the product has transferred to the customer. Management records an estimate for future product returns related to revenue recognized in the current period. This estimate is based on historical product return trends and the gross margin associated with those returns. Management also records customer rebates that are based on annual sales volume to the Company's customers. Annual rebates earned by customers include growth components, volume hurdle components, and advertising allowances.

Shipping and handling costs billed to customers are treated as revenues and recognized at the time title to the product has transferred to the customer. Freight costs are included in the Company's Condensed Consolidated Financial Statements as a component of cost of goods sold and not netted against shipping and handling revenues. Net sales do not include sales tax charged to customers.

Additional revenue is generated from the sale of software licenses, delivery of subscription services (including the right to use software and software maintenance services), and professional services. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fees are fixed and determinable, and collection is considered probable. If collection is not considered probable, the Company recognizes revenue when the fees are collected. If fees are not fixed and determinable, the Company recognizes revenues when the fees become due from the customer.

Accounts Receivable

Accounts Receivable

In the normal course of business, the Company extends credit to customers that satisfy pre-defined credit criteria. Accounts receivable, as shown on the Condensed Consolidated Balance Sheets, include such trade accounts receivable and are net of allowances for doubtful accounts and anticipated discounts. The Company makes judgments as to the collectability of trade accounts receivable based on historical trends and future expectations. Management estimates an allowance for doubtful accounts, which addresses the collectability of trade accounts receivable. This allowance adjusts gross trade accounts receivable downward to its estimated collectible or net realizable value. To determine the allowance for doubtful accounts, management reviews specific customer risks and the Company's trade accounts receivable aging. Uncollectible trade receivable balances are written off against the allowance for doubtful accounts when it is determined that the trade receivable balance is uncollectible.

Insured Loss Liability Estimates

Insured Loss Liability Estimates

The Company is primarily responsible for retained liabilities related to workers' compensation, vehicle, and certain employee health benefits. The Company records expense for paid and open claims and an expense for claims incurred but not reported based upon historical trends and certain assumptions about future events. The Company has an annual per-person maximum cap, provided by a third-party insurance company, on certain employee medical benefits. In addition, the Company has a per-occurrence maximum loss and an annual aggregate maximum cap on workers' compensation and auto claims.

Leases

Leases

The Company leases real estate and personal property under operating leases. Certain operating leases include incentives from landlords including, landlord "build-out" allowances, rent escalation clauses and rent holidays or periods in which rent is not payable for a certain amount of time. The Company accounts for landlord "build-out" allowances as deferred rent at the time of possession and amortizes this deferred rent on a straight-line basis over the term of the lease.

The Company also recognizes leasehold improvements associated with the "build-out" allowances and amortizes these improvements over the shorter of (1) the term of the lease or (2) the expected life of the respective improvements. The Company accounts for rent escalation and rent holidays as deferred rent at the time of possession and amortizes this deferred rent on a straight-line basis over the term of the lease. As of March 31, 2012, any capital leases to which the Company is a party are negligible.

Inventories

Inventories  

Approximately 76% and 78% of total inventory as of March 31, 2012 and December 31, 2011, has been valued under the last-in, first-out ("LIFO") accounting method. LIFO results in a better matching of costs and revenues. The remaining inventory is valued under the first-in, first-out ("FIFO") accounting method. Inventory valued under the FIFO and LIFO accounting methods is recorded at the lower of cost or market. If the Company had valued its entire inventory under the lower of FIFO cost or market, inventory would have been $103.3 million and $96.1 million higher than reported as of March 31, 2012 and December 31, 2011, respectively. The change in the LIFO reserve since December 31, 2011 resulted in a $7.2 million increase in cost of goods sold which included a LIFO liquidation relating to a projected decrement in the Company's office products LIFO pool. This projected decrement resulted in liquidation of LIFO inventory quantities carried at lower costs in prior years as compared with the cost of current year purchases. This liquidation resulted in LIFO income of $2.4 million which was more than offset by LIFO expense of $9.6 million related to current inflation for an overall net increase in cost of sales of $7.2 million referenced above.

The Company also records adjustments to inventory for shrinkage. Inventory that is obsolete, damaged, defective or slow moving is recorded at the lower of cost or market. These adjustments are determined using historical trends and are adjusted, if necessary, as new information becomes available. The Company charges certain warehousing and administrative expenses to inventory each period with $33.3 million and $33.8 million remaining in inventory as of March 31, 2012 and December 31, 2011, respectively.

Cash Equivalents

Cash Equivalents

An unfunded check balance (payments in-transit) exists for the Company's primary disbursement accounts. Under the Company's cash management system, the Company utilizes available borrowings, on an as-needed basis, to fund the clearing of checks as they are presented for payment. As of March 31, 2012 and December 31, 2011, outstanding checks totaling $69.7 million and $71.4 million, respectively, were included in "Accounts payable" in the Condensed Consolidated Balance Sheets.

All highly liquid debt instruments with an original maturity of three months or less are considered to be short-term investments. Short-term investments consist primarily of money market funds rated AAA and are stated at cost, which approximates fair value. There were no short term investments as of March 31, 2012 and December 31, 2011.

Property, Plant And Equipment

Property, Plant and Equipment

Property, plant and equipment is recorded at cost. Depreciation and amortization are determined by using the straight-line method over the estimated useful lives of the assets. The estimated useful life assigned to fixtures and equipment is from two to ten years; the estimated useful life assigned to buildings does not exceed forty years; leasehold improvements are amortized over the lesser of their useful lives or the term of the applicable lease. Repair and maintenance costs are charged to expense as incurred.

Software Capitalization

Software

Capitalization

The Company capitalizes internal use software development costs in accordance with accounting guidance on accounting for costs of computer software developed or obtained for internal use. Amortization is recorded on a straight-line basis over the estimated useful life of the software, generally not to exceed ten years. Capitalized software is included in "Property, plant and equipment, at cost" on the Condensed Consolidated Balance Sheets. The total costs are as follows (in thousands):

	As of March 31, 2012			As of December 31, 2011
Capitalized software development costs	$	70,828		$	69,879
Accumulated amortization		(53,142	)		(52,061	)
Net capitalized software development costs	$	17,686		$	17,818

Derivative Financial Instruments

Derivative Financial Instruments

The Company's risk management policies allow for the use of derivative financial instruments to prudently manage foreign currency exchange rate and interest rate exposure. The policies do not allow such derivative financial instruments to be used for speculative purposes. At this time, the Company uses interest rate swaps which are subject to the management, direction and control of its financial officers. Risk management practices, including the use of all derivative financial instruments, are presented to the Board of Directors for approval.

All derivatives are recognized on the balance sheet date at their fair value. All derivatives are currently in a net liability position and are included in "Accrued liabilities" on the Condensed Consolidated Balance Sheets. The interest rate swaps that the Company has entered into are classified as cash flow hedges in accordance with accounting guidance on derivative instruments and hedging activities as they are hedging a forecasted transaction or the variability of cash flow to be paid by the Company. Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in other comprehensive income, net of tax, until earnings are affected by the forecasted transaction or the variability of cash flow, and then are reported in current earnings.

The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives designated as cash flow hedges to specific forecasted transactions or variability of cash flow.

The Company formally assesses, at both the hedge's inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items. When it is determined that a derivative is not highly effective as a hedge then hedge accounting is discontinued prospectively in accordance with accounting guidance on derivative instruments and hedging activities. This has not occurred as all cash flow hedges contain no ineffectiveness. See Note 11, "Derivative Financial Instruments", for further detail.

Income Taxes

Income Taxes

The Company accounts for income taxes using the liability method in accordance with the accounting guidance for income taxes. The Company estimates actual current tax expense and assesses temporary differences that exist due to differing treatments of items for tax and financial statement purposes. These temporary differences result in the recognition of deferred tax assets and liabilities. A provision has not been made for deferred U.S. income taxes on the undistributed earnings of the Company's foreign subsidiaries as these earnings have historically been permanently invested. It is not practicable to determine the amount of unrecognized deferred tax liability for such unremitted foreign earnings. The Company accounts for interest and penalties related to uncertain tax positions as a component of income tax expense.

Foreign Currency Translation

Foreign Currency Translation

The functional currency for the Company's foreign operations is the local currency. Assets and liabilities of these operations are translated into U.S. currency at the rates of exchange at the balance sheet date. The resulting translation adjustments are included in accumulated other comprehensive loss, a separate component of comprehensive income and stockholders' equity. Income and expense items are translated at average monthly rates of exchange. Realized gains and losses from foreign currency transactions were not material.

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Other Assets And Liabilities

3 Months Ended

Mar. 31, 2012

Other Assets And Liabilities [Abstract]

Other Assets And Liabilities

9. Other Assets and Liabilities

Other assets and liabilities as of March 31, 2012 and December 31, 2011 were as follows (in thousands):

	As of March 31, 2012		As of December 31, 2011
Other Long-Term Assets, net:
Investment in deferred compensation	$	5,181	$	4,536
Long-term notes receivable		11,087		10,184
Investment in equity		1,781		2,051
Capitalized financing costs		3,209		3,373
Long-term prepaid costs		318		313
Other		77		43
Total other long-term assets	$	21,653	$	20,500
Other Long-Term Liabilities:
Accrued pension obligation	$	39,157	$	50,727
Deferred rent		18,908		18,724
Deferred directors compensation		5,195		4,549
Long-term swap liability		—		5,697
Long-term income tax liability		4,223		3,802
Other		4,267		2,360
Total other long-term liabilities	$	71,750	$	85,859

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Debt

3 Months Ended

Mar. 31, 2012

Debt [Abstract]

Debt

7. Debt

USI is a holding company and, as a result, its primary sources of funds are cash generated from operating activities of its direct operating subsidiary, USSC, and from borrowings by USSC. The 2011 Credit Agreement (as defined below), the 2007 Credit Agreement (as defined below), the 2007 Note Purchase Agreement (as defined below) and the current Receivables Securitization Program (as defined below) contain restrictions on the use of cash transferred from USSC to USI.

Debt consisted of the following amounts (in millions):

	As of March 31, 2012		As of December 31, 2011
2011 Credit Agreement	$	327.2	$	361.8
2007 Master Note Purchase Agreement (Private Placement)		135.0		135.0
2009 Receivables Securitization Program		50.0		—
Total	$	512.2	$	496.8

As of March 31, 2012, 100% of the Company's outstanding debt is priced at variable interest rates based primarily on the applicable bank prime rate or London InterBank Offered Rate ("LIBOR"). While the Company had primarily all of its outstanding debt based on LIBOR at March 31, 2012, the Company had hedged $435 million of this debt with three separate interest rate swaps further discussed in Note 2, "Summary of Significant Accounting Policies", and Note 11, "Derivative Financial Instruments", to the Condensed Consolidated Financial Statements. As of March 31, 2012, the overall weighted average effective borrowing rate of the Company's debt was 4.7%. At March 31, 2012 funding levels based on the Company's unhedged debt of $77.2 million, a 50 basis point movement in interest rates would not result in a material change in annualized interest expense, on a pre-tax basis, nor upon cash flows from operations.

Receivables Securitization Program

On March 3, 2009, USI entered into an accounts receivables securitization program (as amended to date, the "Receivables Securitization Program" or the "Program" or the "Current Program") that replaced the securitization program that USI terminated on March 2, 2009 (the "Prior Receivables Securitization Program" or the "Prior Program"). The parties to the Program are USI, USSC, United Stationers Financial Services ("USFS"), United Stationers Receivables, LLC ("USR"), and Bank of America, National Association (the "Investor"). The Current Program is governed by the following agreements:

• The Transfer and Administration Agreement among USSC, USFS, USR, and the Investors;

• The Receivables Sale Agreement between USSC and USFS;

• The Receivables Purchase Agreement between USFS and USR; and

• The Performance Guaranty executed by USI in favor of USR.

Pursuant to the Receivables Sale Agreement, USSC sells to USFS, on an on-going basis, all the customer accounts receivable and related rights originated by USSC. Pursuant to the Receivables Purchase Agreement, USFS sells to USR, on an on-going basis, all the accounts receivable and related rights purchased from USSC, as well as the accounts receivable and related rights USFS acquired from its then subsidiary, USS Receivables Company, Ltd. ("USSRC"), upon the termination of the Prior Program. Pursuant to the Transfer and Administration Agreement, USR then sells the receivables and related rights to the Investor. The maximum investment to USR at any one time outstanding under the Current Program cannot exceed $100 million. USFS retains servicing responsibility over the receivables. USR is a wholly-owned, bankruptcy remote special purpose subsidiary of USFS. The assets of USR are not available to satisfy the creditors of any other person, including USFS, USSC or USI, until all amounts outstanding under the facility are repaid and the Program has been terminated.

As of March 31, 2012, the Transfer and Administration Agreement prohibited the Company from exceeding a Leverage Ratio of 3.25 to 1.00 and imposed other restrictions on the Company's ability to incur additional debt. It also contained additional covenants, requirements and events of default that are customary for this type of agreement, including the failure to make any required payments when due.

On January 20, 2012, United Stationers Supply Co. ("USSC"), United Stationers Receivables, LLC ("USR"), and United Stationers Financial Services LLC ("USFS") entered into a First Omnibus Amendment to Receivables Sale Agreement, Receivables Purchase Agreement and Transfer and Administration Agreement with Bank of America, N.A. (the "First Omnibus Amendment"). The First Omnibus Agreement amended (i) the Transfer and Administration Agreement, dated as of March 3, 2009 (as amended through the date hereof, the "Transfer Agreement"), between USSC, USR, USFS and Bank of America, (ii) the Receivables Purchase Agreement, dated as of March 3, 2009 (as amended through the date hereof, the "Purchase Agreement"), between USFS and USR, and (iii) the Receivables Sale Agreement, dated as of March 3, 2009 (as amended through the date hereof, the "Sale Agreement"), between USSC and USFS. The First Omnibus Amendment extended the commitment termination date of the Transfer Agreement to January 18, 2013. The Omnibus Amendment also amended the Transfer Agreement to conform the leverage ratio covenant and consolidated net worth covenant in the Transfer Agreement to the corresponding covenants in the Third Amended and Restated Five-Year Revolving Credit Agreement dated September 21, 2011 among USSC, USI, the lenders from time to time parties thereto and JPMorgan Chase Bank, National Association.

The receivables sold to the Investor will remain on USI's Condensed Consolidated Balance Sheets, and amounts advanced to USR by the Investor or any successor Investor will be recorded as short term debt on USI's Condensed Consolidated Balance Sheets. The cost of such debt will be recorded as interest expense on USI's Condensed Consolidated Statements of Income. As of March 31, 2012 and December 31, 2011, $418.1 million and $421.0 million, respectively, of receivables had been sold to the Investor. As of March 31, 2012, USR had $50 million outstanding under this debt agreement. As of December 31, 2011, no amounts had been borrowed by USR.

Credit Agreement and Other Debt

On September 21, 2011, USI and USSC entered into a Third Amended and Restated Five-Year Revolving Credit Agreement (the "2011 Credit Agreement") with U.S. Bank National Association and Wells Fargo Bank, National Association as Syndication Agents; Bank of America, N.A. and PNC Bank, National Association, as Documentation Agents; JPMorgan Chase Bank, National Association, as Administrative Agent, and the lenders identified therein. The 2011 Credit Agreement amends and restates the Second Amended and Restated Five-Year Revolving Credit Agreement with PNC Bank, National Association and U.S. Bank National Association, as Syndication Agents, KeyBank National Association and LaSalle Bank, National Association, as Documentation Agents, and JPMorgan Chase Bank, National Association, as Agent (as amended on December 21, 2007, the "2007 Credit Agreement").

The 2011 Credit Agreement provides for a revolving credit facility with an aggregate committed principal amount of $700 million. The 2011 Credit Agreement also provides a sublimit for the issuance of letters of credit in an aggregate amount not to exceed $100 million at any one time and provides a sublimit for swing line loans in an aggregate outstanding principal amount not to exceed $50 million at any one time. These amounts, as sublimits, do not increase the maximum aggregate principal amount, and any undrawn issued letters of credit and all outstanding swing line loans under the facility reduce the remaining availability under the 2011 Credit Agreement. Subject to the terms and conditions of the 2011 Credit Agreement, USSC may seek additional commitments to increase the aggregate committed principal amount to a total amount of $1 billion.

Amounts borrowed under the 2011 Credit Agreement are secured by a majority of the Company's assets, other than real property and certain accounts receivable already collateralized as part of the Receivables Securitization Program. Borrowings under the 2011 Credit Agreement will bear interest at LIBOR for specified interest periods or at the Alternate Base Rate (as defined in the 2011 Credit Agreement), plus, in each case, a margin determined based on the Company's permitted debt to EBITDA ratio (calculated as provided in Section 6.20 of the 2011 Credit Agreement) (the "Leverage Ratio"). In addition, the Company is required to pay the lenders a fee on the unutilized portion of the commitments under the 2011 Credit Agreement at a rate per annum depending on the Company's Leverage Ratio.

Subject to the terms and conditions of the 2011 Credit Agreement, USSC is permitted to incur up to $300 million of indebtedness in addition to borrowings under the 2011 Credit Agreement, plus up to $200 million under the Company's Receivables Securitization Program and up to $135 million in replacement or refinancing of the 2007 Note Purchase Agreement. The 2011 Credit Agreement prohibits the Company from exceeding a Leverage Ratio of 3.50 to 1.00 and imposes limits on the Company's ability to repurchase stock and issue dividends when the Leverage Ratio is greater than 3.00 to 1. The 2011 Credit Agreement contains additional representations and warranties, covenants and events of default that are customary for facilities of this type.

On October 15, 2007, USI and USSC entered into a Master Note Purchase Agreement (the "2007 Note Purchase Agreement") with several purchasers. The 2007 Note Purchase Agreement allows USSC to issue up to $1 billion of senior secured notes, subject to the debt restrictions contained in the 2007 Credit Agreement. Pursuant to the 2007 Note Purchase Agreement, USSC issued and sold $135 million of floating rate senior secured notes due October 15, 2014 at par in a private placement (the "Series 2007-A Notes"). Interest on the Series 2007-A Notes is payable quarterly in arrears at a rate per annum equal to three-month LIBOR plus 1.30%, beginning January 15, 2008. USSC may issue additional series of senior secured notes from time to time under the 2007 Note Purchase Agreement but has no specific plans to do so at this time.

USSC has entered into several interest rate swap transactions to mitigate its floating rate risk on a portion of its total long-term debt. See Note 11, "Derivative Financial Instruments", for further details on these swap transactions and their accounting treatment.

The Company had outstanding letters of credit of $10.2 million under the 2011 Credit Agreement as of March 31, 2012 and $10.3 million under the 2011 Credit Agreement as of December 31, 2011.

Obligations of USSC under the 2011 Credit Agreement and the 2007 Note Purchase Agreement are guaranteed by USI and certain of USSC's domestic subsidiaries. USSC's obligations under these agreements and the guarantors' obligations under the guaranties are secured by liens on substantially all Company assets, including accounts receivable, chattel paper, commercial tort claims, documents, equipment, fixtures, instruments, inventory, investment property, pledged deposits and all other tangible and intangible personal property (including proceeds) and certain real property, but excluding accounts receivable (and related credit support) subject to any accounts receivable securitization program permitted under the 2011 Credit Agreement. Also securing these obligations are first priority pledges of all of the capital stock of USSC and the domestic subsidiaries of USSC.

The 2007 Note Purchase Agreement prohibits the Company from exceeding a Leverage Ratio of 3.25 to 1.00 and limits the Company's ability to repurchase stock and issue dividends when the Leverage Ratio is greater than 2.75 to 1. Although the covenants in the 2011 Credit Agreement regarding maximum Leverage Ratio, stock repurchases and dividends are less restrictive than the comparable provisions of the 2007 Note Purchase Agreement and the Transfer and Administration Agreement, unless and until the Company is able to amend the 2007 Note Purchase Agreement and Transfer and Administration Agreement to conform to the covenants in the 2011 Credit Agreement, the Company will not be able to take advantage of the less restrictive covenants contained in the 2011 Credit Agreement.

The 2011 Credit Agreement, 2007 Note Purchase Agreement, and the Transfer and Administration Agreement all contain cross-default provisions. As a result, if a termination event occurs under any of those agreements, the lenders under all of the agreements may cease to make additional loans, accelerate any loans then outstanding and/or terminate the agreements to which they are party.

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Pension And Post-Retirement Health Care Benefit Plans

3 Months Ended

Mar. 31, 2012

Pension And Post-Retirement Health Care Benefit Plans [Abstract]

Pension And Post-Retirement Health Care Benefit Plans

8. Pension and Post-Retirement Health Care Benefit Plans

The Company maintains pension plans covering a majority of its employees. In addition, the Company had a post-retirement health care benefit plan (the "Retiree Medical Plan") covering substantially all retired employees and their dependents, which terminated effective December 31, 2010. For more information on the Company's retirement plans, see Notes 12 and 13 to the Company's Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. A summary of net periodic benefit cost related to the Company's pension plans and Retiree Medical Plan for the three months ended March 31, 2012 and 2011 is as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2012			2011
Service cost—benefit earned during the period	$	241		$	192
Interest cost on projected benefit obligation		2,104			2,120
Expected return on plan assets		(2,501	)		(2,522	)
Amortization of prior service cost		44			34
Amortization of actuarial loss		1,548			485
Net periodic pension cost	$	1,436		$	309

The Company made cash contributions of $13.0 million to its pension plans during the first three months ended March 31, 2012. No contributions were made during the first quarter of 2011. The Company does not expect to make any additional contributions to its pension plans during the remaining nine months of 2012.

Defined Contribution Plan

The Company has defined contribution plans covering certain salaried associates and non-union hourly paid associates (the "Plan"). The Plan permits associates to defer a portion of their pre-tax and after-tax salary as contributions to the Plan. The Plan also provides for discretionary Company contributions and Company contributions matching associates' salary deferral contributions, at the discretion of the Board of Directors. The Company recorded expense of $1.4 million for the Company match of employee contributions to the Plan for the three months ended March 31, 2012. During the same period last year, the Company recorded $1.3 million for the same match.

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Accounting For Uncertainty In Income Taxes

3 Months Ended

Mar. 31, 2012

Accounting For Uncertainty In Income Taxes [Abstract]

Accounting For Uncertainty In Income Taxes

10. Accounting for Uncertainty in Income Taxes

For each of the periods ended March 31, 2012 and December 31, 2011, the Company had $3.8 million and $3.4 million, respectively, in gross unrecognized tax benefits. The entire amount of these gross unrecognized tax benefits would, if recognized, decrease the Company's effective tax rate.

The Company recognizes net interest and penalties related to unrecognized tax benefits in income tax expense. The gross amount of interest and penalties reflected in the Condensed Consolidated Statement of Income for the quarter ended March 31, 2012 was not material. The Condensed Consolidated Balance Sheets for each of the periods ended March 31, 2012 and December 31, 2011, include $0.7 million accrued for the potential payment of interest and penalties.

As of March 31, 2012, the Company's U.S. Federal income tax returns for 2008 and subsequent years remain subject to examination by tax authorities. In addition, the Company's state income tax returns for the 2004 and subsequent tax years remain subject to examinations by state and local income tax authorities. Although the Company is not currently under examination by the IRS, a number of state and local examinations are currently ongoing. Due to the potential for resolution of ongoing examinations and the expiration of various statutes of limitation, it is reasonably possible that the Company's gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $2.0 million.

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Share-Based Compensation (Schedule Of Share-Based Compensation Expense) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Share-Based Compensation [Abstract]
Pre-tax expense	$ 1,926	$ 3,707
Tax effect	(732)	(1,401)
After tax expense	$ 1,194	$ 2,306
Denominator for basic shares-weighted average shares	41,574	45,478
Denominator for diluted shares-Adjusted weighted average shares and the effect of dilutive securities	42,420	46,656
Net expense per share-basic	$ 0.03	$ 0.05
Net expense per share-diluted	$ 0.03	$ 0.05

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Derivative Financial Instruments (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2012
Derivative [Line Items]
Ineffectiveness on interest rate hedge derivatives	$ 0
Number of swap transactions	3
Percentage of debt designated to interest rate swap agreements	85.00%
Amount of debt hedged	435,000,000
Fair value of net liability	6,800,000
Minimum [Member]
Derivative [Line Items]
Minimum debt default amount	$ 25,000,000

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Summary Of Significant Accounting Policies (Tables) (Software And Software Development Costs [Member])

3 Months Ended

Mar. 31, 2012

Software And Software Development Costs [Member]

Property, Plant and Equipment [Line Items]

Schedule Of Capitalized Software Included In Property, Plant And Equipment

	As of March 31, 2012			As of December 31, 2011
Capitalized software development costs	$	70,828		$	69,879
Accumulated amortization		(53,142	)		(52,061	)
Net capitalized software development costs	$	17,686		$	17,818

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Other Assets And Liabilities (Tables)

3 Months Ended

Mar. 31, 2012

Other Assets And Liabilities [Abstract]

Schedule Of Other Assets And Liabilities

	As of March 31, 2012		As of December 31, 2011
Other Long-Term Assets, net:
Investment in deferred compensation	$	5,181	$	4,536
Long-term notes receivable		11,087		10,184
Investment in equity		1,781		2,051
Capitalized financing costs		3,209		3,373
Long-term prepaid costs		318		313
Other		77		43
Total other long-term assets	$	21,653	$	20,500
Other Long-Term Liabilities:
Accrued pension obligation	$	39,157	$	50,727
Deferred rent		18,908		18,724
Deferred directors compensation		5,195		4,549
Long-term swap liability		—		5,697
Long-term income tax liability		4,223		3,802
Other		4,267		2,360
Total other long-term liabilities	$	71,750	$	85,859

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Other Assets And Liabilities (Schedule Of Other Assets And Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Other Long-Term Assets, net:
Investment in deferred compensation	$ 5,181	$ 4,536
Long-term notes receivable	11,087	10,184
Investment in equity	1,781	2,051
Capitalized financing costs	3,209	3,373
Long-term prepaid costs	318	313
Other	77	43
Total other long-term assets	21,653	20,500
Other Long-Term Liabilities:
Accrued pension obligation	39,157	50,727
Deferred rent	18,908	18,724
Deferred directors compensation	5,195	4,549
Long-term swap liability		5,697
Long-term income tax liability	4,223	3,802
Other	4,267	2,360
Total other long-term liabilities	$ 71,750	$ 85,859

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Goodwill And Intangible Assets (Details) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Goodwill And Intangible Assets [Abstract]
Goodwill	$ 328,061,000		$ 328,061,000
Intangible assets, net	55,020,000		56,285,000
Amortization of intangible assets purchased	1,300,000	1,300,000
Accumulated amortization of intangible assets	$ 28,000,000		$ 26,700,000

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Condensed Consolidated Statements Of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Condensed Consolidated Statements of Comprehensive Income [Abstract]
Net income	$ 15,112	$ 20,447
Unrealized translation adjustments	1,618	738
Unrealized interest rate swap adjustments	2,144	2,236
Other comprehensive income	3,762	2,974
Total comprehensive income	$ 18,874	$ 23,421

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Goodwill And Intangible Assets

3 Months Ended

Mar. 31, 2012

Goodwill And Intangible Assets [Abstract]

Goodwill And Intangible Assets

4. Goodwill and Intangible Assets

Accounting guidance on goodwill and intangible assets requires that goodwill be tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company performs an annual impairment test on goodwill and intangible assets with indefinite lives at October 1st of each year. Based on this latest test, the Company concluded that the fair value of each of the reporting units was in excess of the carrying value as of October 1, 2011. At October 1, 2011 the Company adopted Accounting Standards update ("ASU") 2011-8 which allows for the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether the Company should calculate the fair value of a reporting unit. The Company does not believe any triggering event occurred during the three-month period ended March 31, 2012 that would require an interim impairment assessment. As a result, goodwill and intangible assets with indefinite lives were not tested for impairment during the three-month period ended March 31, 2012.

As of March 31, 2012 and December 31, 2011, the Company's Condensed Consolidated Balance Sheets reflected $328.1 million of goodwill at each period-end, and $55.0 million and $56.3 million in net intangible assets, respectively.

Net intangible assets consist primarily of customer lists, trademarks, and non-compete agreements purchased as part of past acquisitions. The Company has no intention to renew or extend the terms of acquired intangible assets and accordingly, did not incur any related costs during the first quarter of 2012. Amortization of intangible assets purchased totaled $1.3 million for the first quarter of 2012 and for the first quarter of 2011. Accumulated amortization of intangible assets as of March 31, 2012 and December 31, 2011 totaled $28.0 million and $26.7 million, respectively.

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2012

Derivative Financial Instruments [Abstract]

Schedule Of Interest Rate Swap Agreements, Cash Flow Hedges

As of March 31, 2012	Notional Amount	Receive	Pay	Maturity Date	Fair Value Net Liability  (1)
November 2007 Swap Transaction	$135,000	Floating 3-month LIBOR	4.674%	January 15, 2013	$(4,534)
December 2007 Swap Transaction	200,000	Floating 3-month LIBOR	4.075%	June 21, 2012	(1,619)
March 2008 Swap Transaction	100,000	Floating 3-month LIBOR	3.212%	June 29, 2012	(677)

(1) These interest rate derivatives qualify for hedge accounting. All derivatives are in a net liability position. Therefore, the fair value of each interest rate derivative is included in the Company's Condensed Consolidated Balance Sheets as a component of "Accrued liabilities" given the maturity date of the instrument, with an offsetting component in "Stockholders' Equity" as part of "Accumulated Other Comprehensive Loss". Fair value adjustments of the interest rate swaps will be deferred and recognized as an adjustment to interest expense over the remaining term of the hedged instrument.

Schedule Of Effect Of Derivative Instruments On Income Statement

	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain (Loss)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	At December 31, 2011			At March 31, 2012			Reclassified from Accumulated OCI into Income (Effective Portion)	For the Three Months Ended March 31, 2012
November 2007 Swap Transaction	$	(3,558	)	$	(2,847	)	Interest expense, net; income tax expense	$	711
December 2007 Swap Transaction		(2,065	)		(1,016	)	Interest expense, net; income tax expense		1,049
March 2008 Swap Transaction		(809	)		(425	)	Interest expense, net; income tax expense		384

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Share-Based Compensation (Schedule Of Intrinsic Value Of Restricted Shares Vested) (Details) (Restricted Shares [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Restricted Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic Value of Restricted Shares Vested	$ 4,463	$ 6,916

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Basis Of Presentation (Tables)

3 Months Ended

Mar. 31, 2012

Basis Of Presentation [Abstract]

Past Or Future Cash Dividends

Board Approval	Record Date	Payment Date	Dividend Per Share
March 1, 2011	March 15, 2011	April 15, 2011	$0.13
May 11, 2011	June 15, 2011	July 15, 2011	$0.13
July 15, 2011	September 15, 2011	October 14, 2011	$0.13
October 19, 2011	December 15, 2011	January 13, 2012	$0.13
February 24, 2012	March 15, 2012	April 13, 2012	$0.13