8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report:  April 29, 2010

(Date of earliest event reported)

THE STANDARD REGISTER COMPANY

(Exact name of Registrant as specified in its Charter)

Ohio (State or other jurisdiction of incorporation) 1-1097 (Commission File No.) 31-0455440 (IRS Employer Identification Number)

600 Albany Street, Dayton, Ohio	45408
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (937) 221-1000

N/A

(Former name or former address, if changed since last report)

Item 1.01  Entry into a Material Definitive Agreement

On April 29, 2010, the Board of Directors of The Standard Register Company (the “Company”) adopted a Form of Director Indemnity Agreement.  Under the form of agreement, the Company will indemnify the directors of the Company, to the fullest extent permitted by law, which is consistent with the Company’s Code of Regulations.  

The Company plans to enter into indemnification agreements with individual directors based on the Form of Director Indemnity Agreement at a later date.  

A copy of the Form of Director Indemnity Agreement is attached as Exhibit 10.1 and is furnished under this Item 1.01.

Item 2.02  Results of Operations and Financial Condition

The information in this Item 2.02 (including the exhibit referenced below) is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

On April 29, 2010, the Company issued an earnings release announcing its financial results for the first quarter ended April 4, 2010.  A copy of the earnings press release is attached as Exhibit 99.1 and is furnished under this Item 2.02.

Item 5.07     Submission of Matters to a Vote of Security Holders  

The Company’s Annual Meeting of Shareholders was held on April 29, 2010.  At the meeting, the following two items were voted on by the Company’s shareholders:

ISSUE ONE:  DIRECTOR NOMINEE ELECTION RESULTS

The following were elected to the Company’s Board of Directors to hold office for the ensuing year:

NOMINEE	IN FAVOR	WITHHELD
David P. Bailis	43,057,844	234,261
Roy W. Begley, Jr.	41,345,686	1,946,419
F. David Clarke, III	43,006,945	285,160
Michael E. Kohlsdorf	43,065,274	226,831
R. Eric McCarthey	42,843,300	448,805
Joseph P. Morgan, Jr.	43,022,234	269,871
John J. Schiff, Jr.	39,532,334	3,759,771
John Q. Sherman, II	42,747,567	544,538

In addition to the votes reported above, there were 2,487,137 broker non-votes on the proposal for the election of directors.

ISSUE TWO:  RATIFY THE APPOINTMENT OF BATTELLE & BATTELLE, LLP AS INDEPENDENT AUDITORS

IN FAVOR	AGAINST	ABSTAINED
45,563,819	142,878	72,545

There were no broker non-votes on this proposal.

Item 9.01 Financial Statements and Exhibits.

(c)  Exhibits

Exhibit No.

Description

10.1

Form of Director Indemnity Agreement

99.1

Press Release dated April 29, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGISTRANT	THE STANDARD REGISTER COMPANY
Date:  April 30, 2010	By:   /s/Gerard D. Sowar
	Gerard D. Sowar, Vice President, General Counsel and Secretary

EX-10

DIRECTOR INDEMNITY AGREEMENT

THIS AGREEMENT (the "Agreement") is made to be effective as of ___________, 2010  by and between The Standard Register Company, an Ohio corporation (the "Company"), and ______________, an individual who is currently serving as a director of the Company (the "Indemnified Party").

BACKGROUND:

A.

The Ohio General Corporation Law permits, and in some cases requires, Ohio corporations to indemnify persons serving as directors and officers, but the indemnification provided by statute is specified not to be exclusive of indemnification under, among other things, a corporation's code of regulations or any agreement.

B.

The shareholders of the Company have adopted regulations which obligate the Company to indemnify directors and officers under certain circumstances and the Company's Code of Regulations also provides that the rights of indemnification provided thereunder are not exclusive of, and are in addition to, any rights to which a director or officer seeking indemnification may be entitled under, among other things, any agreement.

C.

It is extremely important for the Company to be able to obtain and retain directors and officers who have the abilities and qualities that are needed for its effective management and operation.

D.

Both the Company and the Indemnified Party recognize the increased risks of litigation and other claims being asserted against directors and officers of public companies.

E.

In recognition of the Indemnified Party's need for substantial protection against personal liability and in order to provide the Indemnified Party with specific contractual assurance that the Company shall indemnify the Indemnified Party under certain circumstances (regardless of, among other things, any amendment to or revocation of provisions in the Company's Code of Regulations dealing with indemnification), the Company desires to provide in this Agreement for the indemnification of the Indemnified Party to the extent and on the terms set forth in this Agreement.

TERMS OF AGREEMENT:

NOW, THEREFORE, and in consideration of the agreement of the Indemnified Party to continue to serve, at the request of the Company, as a director of the Company, the parties hereto made the following agreement, intending to be bound legally thereby:

1.

Mandatory Indemnification.  The Company shall indemnify the Indemnified Party if he or she was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the Company), by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation (domestic or foreign, non-profit or for profit), partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys' fees, filing fees, court reporters'

fees, transcript costs and investigative costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his conduct was unlawful.  If the Indemnified Party shall claim indemnification under this Paragraph 1, he or she shall be presumed, in respect of any act or omission giving rise to such claim for indemnity, to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal matter, to have had no reasonable cause to believe his or her conduct was unlawful, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption.

2.

Court-Approved Indemnification.  Anything contained in this Agreement to the contrary notwithstanding, the Company shall not indemnify the Indemnified Party in respect of any claim, issue or matter asserted in any completed action or suit instituted by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, non-profit or for profit), partnership, joint venture, trust or other enterprise, as to which claim, issue or matter he or she shall have been adjudged to be liable for acting with reckless disregard for the best interests of the Company in the performance of his or her duty to the Company, unless and only to the extent that the Court of Common Pleas of Montgomery County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper.  The Company shall promptly make such indemnification as is determined by a court to be proper as contemplated by this Paragraph 2.

3.

Indemnification for Expenses.  Anything contained in this Agreement or elsewhere to the contrary notwithstanding, to the extent that the Indemnified Party has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Paragraph 1, or in defense of any claim, issue or matter therein, he or she shall be promptly indemnified by the Company against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees, transcript costs and investigative costs) actually and reasonably incurred by him or her in connection therewith.

4.

Indemnification Procedure.

(a)

Request for Indemnification.  To obtain indemnification under this Agreement, the Indemnified Party shall submit to the Company a written request, including therein such documentation and information as is reasonably available to the Indemnified Party and as is reasonably necessary to determine whether and to what extent the Indemnified Party is entitled to indemnification hereunder.  Upon receipt of such a request, the Secretary of the Company shall promptly advise the Board of Directors in writing that the Indemnified Party has requested indemnification from the Company.

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(b)

Determination Required.  Any Indemnification required under Paragraph 1 and not precluded or required under Paragraphs 2 or 3 of this Agreement shall be made by the Company only upon a determination that such indemnification is proper in the circumstances because the Indemnified Party has met the applicable standard of conduct set forth in Paragraph 1.  Such determination may be made only (i) by a majority vote of a quorum consisting of directors of the Company who were not or are not parties to, or threatened with, such action, suit or proceeding, or (ii) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so direct, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who within the past five years has been retained by or performed services for the Company or the I ndemnified Party, or (iii) by the Company's shareholders, or (iv) by the Court of Common Pleas of Montgomery County, Ohio or, if the Company is a party thereto, the court in which such action, suit or proceeding was brought, if any.  The Company, through its Board of Directors, shall have the right to elect any of the foregoing methods of determination.  The Company shall make the election within 14 days after receipt of the written request for indemnification and shall forthwith communicate notice of the election to the Indemnified Party.  In reaching a determination under this Paragraph 4(b), the directors, independent counsel, shareholders or court, as the case may be, shall presume that the Indemnified Party has met the applicable standard of conduct.  The presumption may be rebutted only if it shall be established by clear and convincing evidence that the Indemnified Party has not complied with the applicable standard of conduct.

(c)

Communication of Determination.  Any determination made pursuant to the provisions of divisions (i), (ii) or (iii) of Paragraph 4(b) shall be made as promptly as practicable (but in no event later than 120 days after the receipt of the written request of the Indemnified Party), shall be communicated forthwith to the Indemnified Party and shall be final, conclusive and binding upon the Indemnified Party; provided, however, that in the event that any such determination is, in whole or in part, adverse to the Indemnified Party, the Indemnified Party shall be entitled to commence a civil action in the Court of Common Pleas of Montgomery County, Ohio or in any other court of competent jurisdiction within 60 days after he shall receive notice of such determination.

(d)

Judicial Review.  In the event that a determination shall have been made pursuant to divisions (i), (ii) or (iii) of Paragraph 4(b) of this Agreement that the Indemnified Party is not entitled, in whole or in part, to indemnification, any judicial proceeding commenced pursuant to Paragraph 4(c) shall be conducted in all respects as a de novo trial on the merits, and the Indemnified Party shall not be prejudiced in any way by reason of that adverse determination.  The Company shall be precluded from introducing into evidence such adverse determination and shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.

(e)

Time for Requesting Judicial Review.  In the absence of a determination that the Indemnified Party has met the applicable standard of conduct pursuant to the provisions of divisions (i), (ii) or (iii) of Paragraph 4(b), the Indemnified Party may at any time request a determination by a court in accordance with division (iv) of Paragraph 4(b).  In any such proceeding, the failure to make a determination as aforesaid pursuant to the provisions of divisions (i), (ii) or (iii) of Paragraph 4(b) shall not be evidence in rebuttal of the presumption recited in Paragraph 1.  Any determination made by the disinterested directors under division (i) or by independent legal counsel

3

under division (ii) of Paragraph 4(b) to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the Company shall be promptly communicated to the person who threatened or brought such action or suit, and within ten days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Montgomery County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.

(f)

Expenses of Adjudication.  In the event that the Indemnified Party seeks a judicial adjudication to enforce his or her rights under, or to recover damages for breach of, this Agreement, the Indemnified Party shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she prevails therein.  If it shall be determined in said judicial adjudication that the Indemnified Party is entitled to receive part but not all of the indemnification sought, the expenses incurred by the Indemnified Party in connection with such judicial adjudication shall be appropriately prorated.

5.

Advances for Expenses.  Expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees, transcript costs and investigative costs) incurred in defending any action, suit or proceeding referred to in Paragraph 1 of this Agreement, except for such a matter brought pursuant to Section 1701.95 of the Ohio Revised Code, shall be paid by the Company, in advance of the final disposition of such action, suit or proceeding, to or on behalf of the Indemnified Party promptly as such expenses are incurred by him.  The Company shall pay such expenses within ten days after the receipt by the Company of a statement or statements from the Indemnified Party requesting payment of such advances from time to time.  Such statement or statements shall reasonably evidence the expenses incurred by the Indemnified Party.  The Indemnified Party shall repay to the Compa ny all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he or she shall not have been successful on the merits or otherwise (x) if it shall ultimately be determined as provided in Paragraph 4 of this Agreement that he is not entitled to be indemnified by the Company as provided under Paragraph 1 of this Agreement; or (y) if, in respect of any claim, issue or other matter asserted by or in the right of the Company in such action or suit, he shall have been adjudged to be liable for acting with reckless disregard for the best interests of the Company in the performance of his duty to the Company, unless and only to the extent that the Court of Common Pleas of Montgomery County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, he is fairly and reasonably entitled to all or part of such indemnification.

6.

Certain Definitions.  For purposes of this Agreement, and as an example and not by way of limitation:

(a)

The Indemnified Party shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Paragraph 1 of this Agreement, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to him or her, with or without prejudice, without the entry of a judgment or order against him or her, without a conviction of him or her, without the imposition of a fine upon him or her and without his payment or agreement to pay any amount in settlement thereof

4

(whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or her or otherwise results in a vindication of him or her); and

(b)

References to an "other enterprise" shall include employee benefit plans; reference to a "fine" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Company" shall include any service by the Indemnified Party as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, the Indemnified Party with respect to an employee benefit plan, its participants or beneficiaries; and if the Indemnified Party acts in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, he or she shall be deemed to have acted in a manner "not opposed to the best interests of the Company" within the meaning of that term as used in this Agreement.

7.

Agreement Not Exclusive.  The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnified Party may be entitled under the Articles of Incorporation or the Regulations of the Company or under any other agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue after the Indemnified Party has ceased to be a director, trustee, officer, employee or agent of the Company.

8.

Governing Law; Forum.  This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.  Any action by the Indemnified Party, or by the Company, to determine a claim for indemnification under this Agreement shall be maintained as to the Company and the Indemnified Party at the City of Dayton, State of Ohio.  The Company and the Indemnified Party consent to the exercise of jurisdiction over its, his or her person by the Court of Common Pleas of Montgomery County, Ohio.

9.

Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall constitute a single instrument.

10.

Severability.  If any provision of this Agreement or the application of any provision hereof to any person or circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this Agreement or the application of said provision to any other person or circumstances, all of which provisions shall remain in full force and effect, and it is the intention of the Company and of the Indemnified Party that if any provision of this Agreement is susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable.

11.

Gender.  When used in this Agreement, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

12.

Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns (including successive, as well as immediate, successors and assigns) of the parties hereto; provided, however, that the rights of the Indemnified Party under this

5

Agreement may be assigned only to his personal representative or by his will or pursuant to the applicable laws of descent and distribution.

13.

Headings.  The headings of various items of this Agreement have been inserted for convenience only, and the interpretation hereof shall be based strictly upon the text without reference to such headings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed to be effective as of the date first above written.

INDEMNIFIED PARTY:

THE STANDARD REGISTER COMPANY

Name _____________________________

By:  _______________________________

Its:  _______________________________

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EX-99

Standard Register

600 Albany St. · Dayton, OH 45417

Investor and media contact:

937.221.1000 · 937.221.1486 (fax)

Shaun C. Smith · 937.221.1504

www.standardregister.com

shaun.smith@standardregister.com

For Release on April 29, 2010 at 11:00 a.m. EST

Standard Register Reports First Quarter 2010 Financial Results

DAYTON, Ohio (April 29, 2010) – Standard Register (NYSE: SR) today announced its financial results for the first quarter, which ended April 4, 2010. The Company reported revenue of $167.4 million and a net loss of $0.8 million, or $0.03 per share. The results compare to revenue of $174.6 million and a net loss of $11.0 million, or $0.38 per share, last year. Gross margin as a percent of revenue for the quarter was 32.0 percent compared with 31.1 percent in the prior year.

Revenue trends continue to improve across all segments due to stabilization of the customer base, implementation of new customers, and growth through priority solutions. The Industrial business unit, in particular, posted revenue growth of 31.9 percent for the quarter. Despite unfavorable pricing conditions, gross margin improved across most business units due to cost containment efforts initiated during the prior year. In addition, the Company recognized a $1.7 million favorable LIFO adjustment related to the reduction of inventories. SG&A was lower due to cost containment efforts, but planned investments in technology, materials science, and key expertise to support our market development resulted in a net $2.3 million increase.

 “Market focus is providing the clarity around where we need to invest which will allow us to become a much stronger Company in the future,” stated Joseph Morgan, president and chief executive officer.  “While we are making progress, we recognize the need to accelerate our efforts in order to take advantage of the opportunities that are presenting themselves within these markets.”

The net loss in the first quarter of 2010 included $4.7 million of pension loss amortization, or $0.10 per share after tax and $0.4 million of restructuring, or $0.01 per share after tax. The net loss for the first quarter of 2009 included $4.7 million of pension loss amortization, or $0.10 per share after tax; $19.7

million for pension settlement losses, or $0.41 per share after tax, and $0.6 million of restructuring charges, or $0.01 per share after tax. Excluding these items, non-GAAP adjusted net income was $2.3 million, or $0.08 per share, for the first quarter of 2010 compared with non-GAAP adjusted net income of $4.1 million, or $0.14 per share for the prior year.

Capital expenditures were $8.3 million through the first three months utilizing a combination of $2.0 million in cash and $6.3 million through operating and capital lease agreements. Capital expenditures are expected to end the year in the $17-19 million range.

“Our capital investments during the quarter include the expansion of capabilities within our product portfolio through the upgrade of our entire digital Print On Demand network,” said Morgan. “This transformation coupled with recent enhancements to our web-based customer facing software SMARTworks^® has positioned us as a print–on-demand leader within our core markets.”

Pension funding was $7.0 million for the quarter and is expected to end the year at approximately $29 million. Non-GAAP cash flow on a net debt basis was $1.9 million positive for the quarter. During the quarter, the Company entered into a $100 million, four-year senior secured revolving credit facility that replaced the existing facility due to expire in May 2010. The agreement, to be used for general corporate purposes, increased the borrowing capacity of the Company.

Dividend

On Thursday, April 29, 2010, Standard Register’s board of directors declared a quarterly dividend of $0.05 per share to be paid from capital surplus on June 4, 2010, to shareholders of record as of May 21, 2010. Capital surplus consists of funds legally available for the payment of dividends in the absence of accumulated earnings and profits, or earned surplus. The board will consider future dividend payments on a quarter-by-quarter basis in accordance with its normal practice.

Conference Call

Standard Register’s President and Chief Executive Officer Joe Morgan and Chief Financial Officer Bob Ginnan will host a conference call at 10:00 a.m. EST on April 30, 2010, to review the first quarter results. The call can be accessed via an audio web cast accessible at: http://www.standardregister.com/investorcenter.

About Standard Register

Standard Register is a premier document services provider, trusted by companies to manage the critical documents they need to thrive in today’s competitive climate. Employing nearly a century of industry expertise, Lean Six Sigma methodologies and other leading technologies, the Company helps organizations increase efficiency, reduce costs, mitigate risks, grow revenue and meet the challenges of a changing business landscape. The Company offers document and label solutions, technology solutions, consulting and print supply chain services to help clients manage documents throughout their enterprises. More information is available at http://www.standardregister.com.

Safe Harbor Statement

This report includes forward-looking statements covered by the Private Securities Litigation Reform Act of 1995. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. All statements regarding our expected future financial condition, revenues or revenue growth, projected costs or cost savings, cash flows and future cash obligations, dividends, capital expenditures, business strategy, competitive positions, market shares, growth opportunities for existing products or products under development, and objectives of management are forward-looking statements that involve certain risks and uncertainties. In addition, forward-looking statements include statements in which we use words such as “anticipates,” “projects,” “expects,” “plans,” “intends,” “believes,” “estimates,” “targets,&# 148; and other similar expressions that indicate trends and future events. These forward-looking statements are based on current expectations and estimates. We cannot assure you that such expectations will prove to be correct. The Company undertakes no obligation to update forward-looking statements as a result of new information, since these statements may no longer be accurate or timely. Because such statements deal with future events, actual results for fiscal year 2010 and beyond could differ materially from our current expectations.

Factors that could cause the Company’s results to differ materially from those expressed in forward-looking statements include, without limitation, variation in demand and acceptance of the Company’s products and services, the frequency, magnitude and timing of paper and other raw-material price changes, general business and economic conditions beyond the Company’s control, timing of the completion and integration of acquisitions, the consequences of competitive factors in the marketplace, results of the MyC3 initiative and other cost-containment strategies, and the Company’s success in attracting and retaining key personnel. Additional information concerning factors that could cause actual

results to differ materially from those projected is contained in the Company’s filing with The Securities and Exchange Commission, including its report on Form 10-K for the year ended January 3, 2010.

Non-GAAP Measures Presented in This Press Release

The Company reports its results in accordance with Generally Accepted Accounting Principles in the United States (GAAP). However, we believe that certain non-GAAP measures found in this press release, when presented in conjunction with comparable GAAP measures, are useful for investors. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows where amounts are either excluded or included, not in accordance with generally accepted accounting principles. We discuss several measures of operating performance including adjusted net income and earnings per share and cash flow on a net debt basis which are not calculated in accordance with GAAP. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP.

Management evaluates the Company’s results excluding pension loss amortization, pension settlements, restructuring charges, and asset impairments. We believe that this non-GAAP financial measure is useful to investors because it provides a more complete understanding of our current underlying operating performance, a clearer comparison of current period results with past reports of financial performance, and greater transparency regarding information used by management in its decision making. Internally, management and our Board of Directors use this non-GAAP measure to evaluate our business performance and to establish incentive compensation.

In addition, because our credit facility is borrowed under a revolving credit agreement, which currently permits us to borrow and repay at will up to a balance of $100 million (subject to limitations related to receivables, inventories, and letters of credit), we take the measure of cash flow performance prior to borrowing or repayment of the credit facility. In effect, we evaluate cash flow as the change in net debt (credit facility debt less cash and cash equivalents).

The table below provides a reconciliation of these non-GAAP measures to their most comparable measure calculated in accordance with GAAP.

THE STANDARD REGISTER COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars In Thousands, except Per Share Amounts)
(Unaudited)
	Y-T-D
	13 Weeks Ended	13 Weeks Ended
	4-Apr-10	29-Mar-09
TOTAL REVENUE	$           167,423	$           174,620
COST OF SALES	113,814	120,385
GROSS MARGIN	53,609	54,235
COSTS AND EXPENSES
Selling, general, and administrative	54,145	51,787
Pension settlement losses	-	19,747
Restructuring and other exit costs	432	601
TOTAL COSTS AND EXPENSES	54,577	72,135
LOSS FROM OPERATIONS	(968)	(17,900)
OTHER INCOME (EXPENSE)
Interest expense	(390)	(303)
Other income	2	48
Total other expense	(388)	(255)
LOSS BEFORE INCOME TAXES	(1,356)	(18,155)
Income Tax Benefit	(543)	(7,179)
NET LOSS	$                (813)	$           (10,976)
Average Number of Shares Outstanding - Basic	28,875	28,792
Average Number of Shares Outstanding - Diluted	28,875	28,792
BASIC AND DILUTED LOSS PER SHARE	$              (0.03)	$              (0.38)
Dividends declared for the period per share	$                0.05	$                0.23
MEMO:
Depreciation and amortization	$              6,087	$              6,219
Pension loss amortization	$              4,668	$              4,657
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
(Unaudited)
	4-Apr-10	3-Jan-10
ASSETS
Cash and cash equivalents	$                  193	$                2,404
Accounts and notes receivable	102,778	108,524
Inventories	30,724	33,625
Other current assets	25,514	24,504
Total current assets	159,209	169,057
Plant and equipment	86,013	85,740
Goodwill	6,557	6,557
Deferred taxes	103,731	104,691
Other assets	13,932	13,676
Total assets	$          369,442	$            379,721
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion long-term debt	$               1,557	$              35,868
Other current liabilities	72,272	77,349
Deferred compensation	7,372	7,699
Long-term debt	35,902	-
Retiree healthcare obligation	7,335	7,425
Pension benefit obligation	193,775	202,146
Other long-term liabilities	7,203	7,080
Shareholders' equity	44,026	42,154
Total liabilities and shareholders' equity	$          369,442	$            379,721

THE STANDARD REGISTER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
	13 Weeks Ended
	April 4,	March 29,
	2010	2009
Net loss plus non-cash items	$            9,227	$        11,863
Working capital	7,919	2,482
Restructuring payments	(2,407)	(1,771)
Contributions to qualified pension plan	(7,000)	(6,000)
Other (1)	(2,144)	(3,993)
Net cash provided by operating activities	5,595	2,581
Capital expenditures, net	(2,054)	(3,390)
Net cash used in investing activities	(2,054)	(3,390)
Net change in borrowings under credit facility	(4,119)	7,501
Principal payments on long-term debt	(199)	-
Dividends paid	(1,456)	(6,642)
Other	10	61
Other	-	-
Net cash (used in) provided by financing activities	(5,764)	920
Effect of exchange rate	12	(26)
Net change in cash	$         (2,211)	$              85
(1) Includes deferred compensation and non-qualified pension payments and changes in other non-current assets and liabilities

THE STANDARD REGISTER COMPANY
Reconciliation of GAAP to Non-GAAP Measures
(In thousands, except per share amounts)
	13 Weeks Ended
	April 4,	March 29,
	2010	2009
GAAP Net loss	$            (813)	$       (10,976)
Adjustments, net of tax
Pension loss amortization	2,815	2,808
Pension settlement losses		11,907
Restructuring and impairment charges	260	362
Non-GAAP Adjusted Net Income	$          2,262	$          4,101
GAAP Loss Per Share	$           (0.03)	(0.38)
Adjustments, net of tax
Pension loss amortization	0.10	0.10
Pension settlement losses		0.41
Restructuring and impairment charges	0.01	0.01
Non-GAAP Adjusted Income Per Share	$            0.08	0.14
GAAP Net Cash Flow	$         (2,211)	$               85
Adjustments
Credit facility paid (borrowed)	4,119	(7,501)
Non-GAAP Net Cash Flow	$          1,908	$         (7,416)