10-Q

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 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 0-01097

THE STANDARD REGISTER COMPANY

(Exact name of registrant as specified in its charter)

OHIO	31-0455440
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)
600 ALBANY STREET, DAYTON OHIO	45417
(Address of principal executive offices)	(Zip Code)

(937) 221-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]   No [  ]

Indicate by checkmark 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 of Regulation S-T (§232.405 of this chapter) 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes [  ]   No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding as of April 1, 2012
Common stock, $1.00 par value	26,300,301 shares
Class A stock, $1.00 par value	4,725,000 shares

THE STANDARD REGISTER COMPANY

FORM 10-Q

For the Quarter Ended April 1, 2012

INDEX

				Page
Part I – Financial Information
	Item 1. Consolidated Financial Statements
		a)	Consolidated Statements of Income	3
			for the 13-Week Periods Ended April 1, 2012 and April 3, 2011
		b)	Consolidated Statements of Comprehensive Income	3
			for the 13-Week Periods Ended April 1, 2012 and April 3, 2011
		c)	Consolidated Balance Sheets	4
			as of April 1, 2012 and January 1, 2012
		d)	Consolidated Statements of Cash Flows	6
			for the 13-Week Periods Ended April 1, 2012 and April 3, 2011
		e)	Notes to Consolidated Financial Statements	7
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			13
	Item 3. Quantitative and Qualitative Disclosure About Market Risk			22
	Item 4. Controls and Procedures			22
Part II – Other Information
	Item 1. Legal Proceedings			22
	Item 1A. Risk Factors			22
	Item 2. Unregistered Sales of Equity Securities and Use of  Proceeds			22
	Item 3. Defaults upon Senior Securities			22
	Item 4. Mine Safety Disclosures			22
	Item 5. Other Information			22
	Item 6. Exhibits			23
Signatures				23

PART I - FINANCIAL INFORMATION
THE STANDARD REGISTER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
	13 Weeks Ended
	April 1,			April 3,
	2012			2011
REVENUE
Products	$	138,901		$	141,961
Services		18,748			22,928
Total revenue		157,649			164,889
COST OF SALES
Products		98,104			98,332
Services		11,344			13,103
Total cost of sales		109,448			111,435
GROSS MARGIN		48,201			53,454
OPERATING EXPENSES
Selling, general and administrative		50,215			52,303
Pension settlement		983			-
Restructuring and other exit costs		1,122			74
Total operating expenses		52,320			52,377
(LOSS) INCOME FROM OPERATIONS		(4,119	)		1,077
OTHER INCOME (EXPENSE)
Interest expense		(704	)		(572	)
Other income		16			5
Total other expense		(688	)		(567	)
(LOSS) INCOME BEFORE INCOME TAXES		(4,807	)		510
INCOME TAX EXPENSE		305			82
NET (LOSS) INCOME	$	(5,112	)	$	428
BASIC AND DILUTED (LOSS) INCOME PER SHARE	$	(0.18	)	$	0.01
Dividends per share declared for the period	$	0.05		$	0.05

THE STANDARD REGISTER COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
	13 Weeks Ended
	April 1,			April 3,
	2012			2011
NET (LOSS) INCOME	$	(5,112	)	$	428
Actuarial loss reclassification, net of $2,457 deferred
income tax expense in 2011		6,395			3,730
Prior service credit reclassification, net of $487 deferred
income tax benefit in 2011		-			(739	)
Actuarial loss		(392	)		-
Cumulative translation adjustment		(183	)		21
COMPREHENSIVE INCOME	$	708		$	3,440

See accompanying notes.

3

THE STANDARD REGISTER COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
	April 1,		January 1,
A S S E T S	2012		2012
CURRENT ASSETS
Cash and cash equivalents	$	1,534	$	1,569
Accounts receivable, less allowance for doubtful
accounts of $3,388 and $3,230		107,532		113,403
Inventories		51,196		48,822
Prepaid expense		10,075		9,058
Total current assets		170,337		172,852
PLANT AND EQUIPMENT
Land		1,900		1,919
Buildings and improvements		65,209		65,111
Machinery and equipment		185,696		186,547
Office equipment		165,046		165,017
Construction in progress		1,349		1,758
Total		419,200		420,352
Less accumulated depreciation		350,132		346,402
Total plant and equipment, net		69,068		73,950
OTHER ASSETS
Goodwill		7,456		7,456
Intangible assets, net		6,750		7,023
Deferred tax asset		23,991		23,996
Other		8,800		8,584
Total assets	$	286,402	$	293,861

See accompanying notes.

4

THE STANDARD REGISTER COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
	April 1,			January 1,
LIABILITIES AND SHAREHOLDERS' DEFICIT	2012			2012
CURRENT LIABILITIES
Current portion of long-term debt	$	2,332		$	2,470
Accounts payable		38,921			32,259
Accrued compensation		14,717			13,019
Accrued restructuring and other exit costs		5,129			5,660
Deferred revenue		4,779			5,345
Deferred income taxes		2,887			2,887
Other current liabilities		20,136			21,803
Total current liabilities		88,901			83,443
LONG-TERM LIABILITIES
Long-term debt		56,174			60,149
Pension benefit obligation		227,377			236,206
Deferred compensation		4,240			5,777
Environmental liabilities		3,688			3,753
Other long-term liabilities		3,670			3,586
Total long-term liabilities		295,149			309,471
COMMITMENTS AND CONTINGENCIES - see Note 9
SHAREHOLDERS' DEFICIT
Common stock, $1.00 par value:
Authorized 101,000,000 shares
Issued 26,435,705 and 26,389,523 shares		26,436			26,389
Class A stock, $1.00 par value:
Authorized 9,450,000 shares
Issued - 4,725,000		4,725			4,725
Capital in excess of par value		65,968			65,307
Accumulated other comprehensive losses		(204,353	)		(210,173	)
Retained earnings		59,812			64,924
Treasury stock at cost:
2,021,047 and 2,014,320 shares		(50,236	)		(50,225	)
Total shareholders' deficit		(97,648	)		(99,053	)
Total liabilities and shareholders' deficit	$	286,402		$	293,861

See accompanying notes.

5

THE STANDARD REGISTER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
	13 Weeks Ended
	April 1,			April 3,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(5,112	)	$	428
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation and amortization		5,822			5,350
Restructuring charges		1,122			74
Pension and postretirement expense		6,184			4,621
Other		1,043			889
Changes in operating assets and liabilities:
Accounts receivable		5,722			11,361
Inventories		(2,374	)		(24	)
Restructuring spending		(1,653	)		(683	)
Accounts payable and accrued expenses		7,829			(2,497	)
Pension and postretirement contributions and payments		(9,010	)		(9,908	)
Deferred compensation payments		(1,915	)		(430	)
Other assets and liabilities		(1,206	)		270
Net cash provided by operating activities		6,452			9,451
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to plant and equipment		(713	)		(1,879	)
Proceeds from sale of plant and equipment		8			-
Net cash used in investing activities		(705	)		(1,879	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings under revolving credit facility		(3,389	)		(5,728	)
Principal payments on long-term debt		(724	)		(357	)
Proceeds from issuance of common stock		6			43
Dividends paid		(1,470	)		(1,459	)
Purchase of treasury stock		(11	)		(58	)
Net cash used in financing activities		(5,588	)		(7,559	)
Effect of exchange rate changes on cash		(194	)		13
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(35	)		26
Cash and cash equivalents at beginning of period		1,569			531
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,534		$	557

See accompanying notes.

6

THE STANDARD REGISTER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE 1 – BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of The Standard Register Company and its wholly-owned subsidiaries (collectively, the Company) after elimination of intercompany transactions, profits, and balances.  The consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and notes required for complete annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended January 1, 2012 (Annual Report).

In our opinion, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation have been included.  The results for interim periods are not necessarily indicative of trends or of results to be expected for a full year.

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

NOTE 2 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In 2012, we adopted Accounting Standards Update (ASU) 2011-05 which requires the presentation of the components of net income and other comprehensive income either in a single continuous statement or in two separate but consecutive statements.  This update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders equity.  We also adopted ASU 2011-12 which defers the requirement to disclose the effect of items that are reclassified out of accumulated comprehensive income separately in the statement of income.

In 2012, we adopted ASU 2011-08 which amended the guidance for goodwill impairment to provide an option for companies to first use a qualitative approach to test goodwill for impairment if certain conditions are met.  The implementation of the amended guidance will be effective for our annual goodwill impairment tests to be performed in the second quarter of 2012.

NOTE 3 – RESTRUCTURING CHARGES

The 2011 and 2009 restructuring plans and other exit activities are described in Note 4 to the Consolidated Financial Statements included in our Annual Report.  All related costs are included in restructuring and other exit costs in the accompanying Consolidated Statements of Income.

2011 Plans

Restructuring and other exit costs of $1,081 in 2012 relate to fees to a third party to assist with the program implementation.  Components of restructuring and other exit costs consist of the following:

	Total		Total		Cumulative
	Expected		Q1 2012		To-Date
	Costs		Expense		Expense
Involuntary termination costs	$	5,480	$	-	$	5,480
Contract termination costs		470		-		-
Other associated exit costs		3,250		1,081		1,081
Total	$	9,200	$	1,081	$	6,561

7

A summary of the accrual activity is as follows:

	Balance		Accrued		Incurred			Balance
	2011		in 2012		in 2012			2012
Involuntary termination costs	$	5,480	$	-	$	(898	)	$	4,582
Other associated exit costs		-		465		-			465
Total	$	5,480	$	465	$	(898	)	$	5,047

2009 Plans

Restructuring and other exit costs of $41 in 2012 and $74 in 2011 relate to costs required to be expensed as incurred.  Components of restructuring and other exit costs consist of the following:

	Total		Total		Cumulative
	Expected		Q1 2012		To-Date
	Costs		Expense		Expense
Involuntary termination costs	$	2,881	$	-	$	2,881
Contract termination costs		1,700		6		1,546
Other associated exit costs		8,200		35		8,192
Total	$	12,781	$	41	$	12,619

A summary of the accrual activity is as follows:

	Balance		Accrued		Incurred			Balance
	2011		in 2012		in 2012			2012
Contract termination costs	$	180	$	6	$	(104	)	$	82
Total	$	180	$	6	$	(104	)	$	82

NOTE 4 – EARNINGS PER SHARE

The number of shares outstanding for calculation of earnings per share (EPS) is as follows:

	13 Weeks Ended
	April 1,		April 3,
(Shares in thousands)	2012		2011
Weighted average shares outstanding - basic		29,117		28,976
Effect of potentially dilutive securities		-		21
Weighted average shares outstanding - diluted		29,117		28,997

Due to the net loss for the 13-week period ended April 1, 2012, no outstanding options or unvested shares were included in the diluted EPS calculation because they would automatically result in anti-dilution.  No outstanding options were included in the computation of diluted EPS for the 13-week period ending April 3, 2011 because the exercise price of the options was greater than the average market price at the end of the period; therefore, the effect would be anti-dilutive.

8

NOTE 5 – SHARE BASED COMPENSATION

Total share-based compensation expense by type of award is as follows:

	13 Weeks Ended
	April 1,		April 3,
	2012		2011
Nonvested stock awards, service based	$	60	$	112
Nonvested stock awards, performance based		138		99
Stock options		505		255
Total share-based compensation expense	$	703	$	466

Stock Options

The weighted-average fair value of stock options granted in 2012 was estimated at $0.91 per share, using the Black-Scholes option-pricing model.  Expense will be amortized on a straight-line basis over a 4-year vesting period.  The significant assumptions used to estimate the fair value of the options are as follows:

Risk-free interest rate	0.7%
Dividend yield	0.0%
Expected term	4 years
Expected volatility	79.3%

A summary of our stock option activity and related information for 2012 is as follows:

	Number			Weighted-
	of			Average
	Shares			Exercise Price
Outstanding at January 1, 2012		3,991,139		$	7.12
Granted		234,000			1.57
Exercised		-			-
Forfeited/Canceled		(131,685	)		13.53
Outstanding at April 1, 2012		4,093,454		$	6.59

Performance-Based Stock Awards

During the first quarter of 2012, the Company awarded performance-based restricted stock that will be earned based on the financial performance of the Company.  Fifty percent of the shares will be earned upon achievement of a one-year performance goal for 2012 of which half will vest upon the achievement of the goal and half will vest one year after achievement of the goal.  The remaining fifty percent of the shares will be earned upon achievement of a two-year cumulative performance goal for 2012-2013 which will vest one year after they are earned.

The performance goals allow partial vesting if a minimum level of performance is attained.  If the minimum level of the performance goals is not attained, the applicable portion of the stock award will be forfeited and canceled, and all expense recognized to that date will be reversed.  In certain circumstances, additional shares will be granted upon performance above the target level.

The fair value of the performance-based stock awards was based on the closing market price of our common stock on the date of award.  Expense for performance-based awards with graded vesting is recognized under the accelerated recognition method, whereby each vesting is treated as a separate award with expense for each vesting recognized ratably over the requisite service period.  We recognize compensation expense for awards subject to performance criteria when it is probable that the performance goal will be achieved.  Compensation expense is being recognized for the total amount of performance-based shares expected to vest and is subject to adjustment based on the actual level of achievement of the performance goal.

9

A summary of our performance-based stock award activity and related information for 2012 is as follows:

				Weighted-
	Number			Average
	of			Grant Date
	Shares			Fair Value
Nonvested at January 1, 2012		556,985		$	3.89
Granted		1,062,632			1.57
Vested		(37,977	)		5.82
Forfeited/Canceled		(449,075	)		3.37
Nonvested at April 1, 2012		1,132,565		$	1.85

Service-Based Stock Awards

The fair value of the service-based stock awards granted in 2012 was based on the closing market price of our common stock on the date of award and is being amortized to expense on a straight-line basis over a vesting period of 3 years.  A summary of our service-based stock award activity and related information for 2012 is as follows:

				Weighted-
	Number			Average
	of			Grant Date
	Shares			Fair Value
Nonvested at January 2, 2012		285,016		$	4.22
Granted		474,421			1.57
Vested		(6,084	)		9.48
Forfeited/Canceled		(275	)		9.48
Nonvested at April 1, 2012		753,078		$	2.51

NOTE 6 – PENSION PLANS

Net periodic benefit cost includes the following components:

	13 Weeks Ended
	April 1,			April 3,
	2012			2011
Interest cost	$	5,042		$	5,464
Expected return on plan assets		(5,626	)		(5,858	)
Amortization of net actuarial losses from prior periods		5,785			6,073
Settlement loss		983			-
Total	$	6,184		$	5,679

As a result of associates retiring in 2012 and electing a lump-sum payment of their pension benefits under our non-qualified retirement plan, we recognized a non-cash settlement loss during the first quarter of 2012.  A pension settlement is recorded when the total lump sum payments for a year exceed total service and interest costs to be recognized for that year.  As part of the settlement, we recognized a pro-rata portion of the unrecognized net losses included in accumulated other comprehensive losses equal to the percentage reduction in the pension benefit obligation.

10

NOTE 7 – POSTRETIREMENT BENEFIT PLANS

We terminated our postretirement healthcare plan in the third quarter of 2011 and no longer offer medical benefits to retired employees.  Net postretirement benefit cost for 2011includes the following components:

	13 Weeks Ended
	April 3, 2011
Interest cost	$	54
Amortization of prior service credits		(1,226	)
Amortization of net actuarial losses from prior periods		114
Total	$	(1,058	)

NOTE 8 – SEGMENT REPORTING

Information about our operations by reportable segment for the 13-week periods ended April 1, 2012 and April 3, 2011 is as follows:

		Healthcare		Financial Services		Commercial Markets			Industrial		Total
Revenue from external customers	2012	$	57,050	$	43,471	$	37,608		$	19,520	$	157,649
	2011		60,672		43,306		40,331			20,580		164,889
Operating income (loss)	2012	$	2,568	$	1,571	$	(1,107	)	$	208	$	3,240
	2011		4,683		1,691		(293	)		789		6,870

Reconciling information between reportable segments and our consolidated financial statements is as follows:

	13 Weeks Ended
	April 1,			April 3,
	2012			2011
Segment operating income	$	3,240		$	6,870
Restructuring and other exit costs		(1,122	)		(74	)
Net periodic pension cost		(6,184	)		(5,679	)
Other unallocated		(53	)		(40	)
Total other expense		(688	)		(567	)
(Loss) income before income taxes	$	(4,807	)	$	510

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company has participated with other Potentially Responsible Parties (“PRPs”) in the investigation, study, and remediation of the Pasco Sanitary Landfill Superfund Site (the “Pasco Site”) in eastern Washington State since 1998.  The Company was a member of a PRP Group known as the Industrial Waste Area Generators Group II (the “IWAG Group”).  In 2000, the IWAG Group and several other PRP groups entered into agreed orders with the Department of Ecology for implementation of interim remedial actions and expansion of groundwater monitoring.  In September 2010, the group entered into a new agreement creating the IWAG Group III.  The new agreement changed the allocation of responsibility among the members, which resulted in a significant decrease in our level of participation.  Based upon new investigations, it was also deemed probable that participation by certain other PRPs would increase for costs expected to be incurred after 2010.  At this time, an agreement has not yet been reached on the final remediation approach.  We have accrued our best estimate of our obligation and have an undiscounted liability of $1,213 that we currently believe is adequate to cover our portion of the total future potential costs of remediation.  We expect the costs to be incurred over a period of 60 years; however, the current proposed remediation approach could require monitoring for a longer period of time.  This estimate is contingent upon the final remedy agreed upon, the participation of other PRPs, the length of monitoring required, and the final agreed upon allocation.  Until a final remediation approach is approved and a final agreement is reached among all PRPs, it is reasonably possible that one or more of these factors could change our estimate; however, we are unable to determine the impact at this time.

11

From 1995 through 2003, the Company participated with other PRPs in the investigation, study, and remediation of the Valleycrest Landfill Site (the “Valleycrest Site”) in western Ohio.  The Company is a member of a PRP Group known as the Valleycrest Landfill Site Group (the “VLSG”).  In 2003, General Motors Corporation (“GM”) stepped into the Company’s position under the Site Participation Agreement and in return for $270, agreed to indemnify the Company against certain future liability in connection with the Valleycrest Landfill Site.  Therefore, we did not previously record a liability for potential remediation costs.  In 2009, we were notified that in connection with GM’s bankruptcy filing, GM does not plan to continue contributions to the site, including its contractual obligation to indemnify the Company for future liability.  We believe that it is probable the Company will participate in remediation actions.  A remedial investigation and feasibility study was conducted by the VLSG which indicated a range of viable remedial approaches.  During 2010, we obtained an updated estimate of costs for possible final remedies.  At this early stage, a final remediation approach has not been selected, and we have accrued the estimate of our obligation based on the most likely approach.  In addition, we have also determined that GM will likely not be required to fund their originally allocated portion of the environmental costs.  However, GM has entered into an agreement with the VLSG to fund a small portion of these costs through bankruptcy settlements.  We have an undiscounted long-term liability of $2,336 that we currently believe is adequate to cover our portion of the total future potential costs of remediation, which are expected to be incurred over a period of 30 years.  This estimate is contingent upon the final remedy agreed upon, the participation of other PRPs not currently in the VLSG, and the final agreed upon allocation.  Until a final remediation approach is approved and a final agreement is reached among all PRPs, it is reasonably possible that one or more of these factors could change our estimate; however, we are unable to determine the impact at this time.

NOTE 10 – FAIR VALUE MEASUREMENTS

We have financial assets and liabilities that are not recorded at fair value but which require disclosure of their fair value.  The carrying value of cash equivalents approximates fair value due to the short-term maturity of these instruments and is not material.  The carrying value of outstanding amounts under our secured revolving credit facility and capital lease obligation approximate fair value based on currently available market rates.

NOTE 11 – INCOME TAXES

Because of the valuation allowance against our deferred tax assets, there was no federal or state income-based tax expense or benefit.  Tax expense for 2012 reflects state tax liabilities derived from a tax base other than net income and foreign taxes in Mexico.

NOTE 12 – SUBSEQUENT EVENTS

The Company has evaluated for disclosure all subsequent events through the date the financial statements were issued and filed with the United States Securities and Exchange Commission.

12

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in millions, except per share amounts)

FORWARD-LOOKING INFORMATION

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.  Forward-looking statements include statements in which we use words such as "anticipates," "projects," "expects," "plans," "intends," "believes," "estimates," "targets," and other similar expressions that indicate trends and future events.  Among other things, all statements regarding expectations related to the following are forward-looking statements that involve certain risks and uncertainties:

● decline in legacy products

● expansion in core solutions

● future pension funding requirements and amortization of actuarial gains and losses

● expanding market share in core markets and globally

● investing in our employees

● 2012 priorities

● future financial condition, revenue trends, and cash flows

● projected costs or cost savings related to our 2011 restructuring plan

● ability to realize deferred tax assets

● 2012 capital expenditures

● business strategy

Because forward-looking statements deal with future events, actual results for fiscal year 2012 and beyond could differ materially from our current expectations depending on a variety of factors including, but not limited to

● our access to capital for expanding in core solutions

● the pace at which digital technologies erode the demand for certain legacy products

● the success of our plans to deal with the threats and opportunities brought by digital technology

● results of cost-containment strategies

● our ability to attract and retain key personnel

● variation in demand and acceptance of the Company's products and services

● frequency, magnitude, and timing of paper and other raw material price changes

● timing of the completion and integration of acquisitions

● general business and economic conditions beyond our control

● consequences of competitive factors in the marketplace including the ability to attract and retain customers

These forward-looking statements are based on current expectations and estimates.  We cannot assure 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.  You should read this Management’s Discussion and Analysis in conjunction with the financial statements and related notes included in this Quarterly Report on Form 10-Q (Quarterly Report) and included on Form 10-K for the year ended January 1, 2012 (Annual Report).  Unless otherwise noted, references to 2012 and 2011 refer to the 13-week periods ended April 1, 2012 and April 3, 2011.

This Management’s Discussion and Analysis includes the following sections:

●   Critical Accounting Policies and Estimates—An update on the discussion provided in our Annual Report of the accounting policies that require our most critical judgments and estimates.

●   Executive Summary—An overall discussion of changes in our business in the first quarter of 2012.

●   Results of Operations—An analysis of consolidated results of operations and segment results for the first quarter of 2012 and 2011.

●   Liquidity and Capital Resources—An analysis of cash flows and discussion of financial condition.

13

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In preparing the accompanying unaudited financial statements and accounting for the underlying transactions and balances, we applied the accounting policies disclosed in the Notes to the Consolidated Financial Statements contained in our Annual Report.  Preparation of these unaudited financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.  Although we believe our estimates and assumptions are reasonable, they are based on information presently available and actual results may differ significantly from those estimates.  For a detailed discussion of these critical accounting estimates, see the Management’s Discussion and Analysis included in our Annual Report.  The following is a discussion of changes to those estimates during 2012.

We have discussed the development and selection of the critical accounting policies and the related disclosures included in this Quarterly Report with the Audit Committee of our Board of Directors.

Share-Based Compensation and Incentive Compensation

During the first quarter of 2012, the Company awarded approximately 1.1 million shares of performance-based restricted stock, portions of which will vest over the next three years if certain performance goals are reached.  In addition, we have a management incentive plan that provides for payment of cash awards based upon the achievement of certain performance goals in 2012.

The amount of related compensation expense recognized for interim periods is dependent on management’s estimate of the Company’s annual financial performance for 2012 and 2013, which may vary from actual results.  This requires us to evaluate the probability of achieving the performance goals and assess the level of goal achievement each quarter.  We are currently accruing expense based upon achieving performance sufficient to earn 100 percent of the performance-based shares and 2012 annual cash incentive.  Total expected expense in 2012 related to these plans is $5.0 million, of which $1.2 million has been accrued.  The actual amount of compensation expense recorded in future quarters could increase or decrease based on changes in our expectations and the actual level of achievement of the performance goals.

EXECUTIVE SUMMARY

To meet our financial objectives for 2012 and beyond, we continue to actively execute the strategic migration of revenue to a higher-value, core-solutions focused portfolio.  Core solutions represent innovative solutions designed to address current and evolving needs of targeted markets and are the future of the Company.  Revenue from core solutions increased 3 percent in 2012 compared with the same period of 2011 and accounted for approximately 42 percent of total revenue, as compared with 39 percent for 2011.

We continued to encounter challenges with our legacy products due to the impact from the rapid development of digital technologies.  Revenue from legacy products decreased 9 percent in 2012 compared with 2011 and we expect this decline to continue.  However, we are taking actions to minimize the negative impacts by expanding our market share, helping our customers to convert to our core solutions, and reducing costs.  The restructuring plan we announced in early 2012 is part of our strategic plan that was designed to realign our resources to effectively serve our growing core solutions and increase the productivity of our legacy products.  We are on schedule with implementing the plan which is expected to result in annual savings of $45 million once the plan is fully executed, 75 percent of which we expect to realize in 2012.

As a company with a century of history, we are dedicated to delivering innovative solutions that could best integrate our competitive advantages and our existing products and solutions, and to providing our customers more comprehensive solution packages that could help them to advance their reputation.  The two marketing solutions we introduced in 2012, Digital Direct Marketing and Local Marketing, are outcomes of our efforts in this area.

In 2012, we expect to continue to grow our business in core solutions while experiencing a more rapid revenue decrease in legacy products.  Our focus in 2012 continues to be:

● Acquiring new customers

● Defending and expanding current business

● Optimizing cost structure.

14

RESULTS OF OPERATIONS

The discussion that follows provides information which we believe is relevant to an understanding of our consolidated results of operations, supplemented by a discussion of segment results where appropriate.

In addition, the following table presents “Non-GAAP net income,” which is a non-GAAP financial measure and represents net income excluding pension loss amortization, pension settlements, restructuring charges, and deferred tax valuation allowances.  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.  The presentation of non-GAAP information is not meant to be considered in isolation or as a substitute for results prepared in accordance with accounting principles generally accepted in the United States.  We believe that this non-GAAP financial measure 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.  This presentation is similar to the manner in which our Board of Directors internally evaluates performance.

Consolidated Operating Results

	2012			% Change			2011
Revenue	$	157.6			-4	%	$	164.9
Cost of sales		109.4			-2	%		111.4
Gross margin		48.2			-10	%		53.5
Gross margin % of sales		30.6	%					32.4	%
SG&A expense		50.2			-4	%		52.3
Pension settlements		1.0						-
Restructuring		1.1						0.1
Other expense, net		0.7						0.6
(Loss) income before income taxes		(4.8	)					0.5
Income tax expense		0.3						0.1
Net (loss) income	$	(5.1	)				$	0.4
Non-GAAP net income:
Net (loss) income	$	(5.1	)				$	0.4
Adjustments:
Pension loss amortization		5.8						6.1
Pension settlements		1.0						-
Restructuring charges		1.1						0.1
Income tax effect of adjustments (at statutory tax rates)		(3.1	)					(2.5	)
Deferred tax valuation allowance		2.2						-
Non-GAAP net income	$	1.9					$	4.1

The following table details the estimated changes in revenue and cost of sales due to units, acquisition, price, and mix for the first quarter of 2012.

	Percentage Change
	Revenue			Cost of sales
Units		-4	%		-4	%
Acquisition		1	%		1	%
Price		-			1	%
Mix		-1	%		-
		-4	%		-2	%

15

Revenue

Revenue declined during the quarter primarily due to a net unit decrease.  Unit growth from core solutions was outpaced by the unit declines in legacy products.  Core solutions revenue increased $1.8 million or 3 percent compared with 2011. Although units increased for most of our core solutions, the rate of increase was lower than expected due to the weak spending by our major customers.  We continued to experience rapid decline in demand for our legacy products, especially business forms, transactional documents and related services, resulting in a decrease of approximately $9.0 million or 9 percent for the quarter.

The following table summarizes the changes in revenue by major categories.

	2012		% Chg			2011
Print	$	97.8		-2	%	$	99.5
Labels		27.0		-4	%		28.0
Services		18.7		-18	%		22.9
Software		2.1		11	%		1.9
Other		12.0		-5	%		12.6
	$	157.6		-4	%	$	164.9
Core		42%					39%
Legacy		58%					61%

Cost of Sales and Gross Margin

The net unit decrease is also the primary reason for the cost of sales decline during the quarter.  Gross margin as a percentage of revenue decreased in 2012, due to pricing pressures, particularly in legacy transactional forms and labels, declines in unit volume, material cost increases, and high initiation costs associated with newly acquired customers.  The high costs were partially offset by savings from our implemented cost saving initiatives and ongoing restructuring plans.

SG&A expense

SG&A expense for 2012 was $2.1 million or 4 percent lower compared with 2011.  We continued to realize benefits from previously implemented restructuring and cost reduction initiatives, primarily in selling compensation and related expenses, communication service costs, and facility costs.  We also started to realize savings from our current restructuring program.  However, due to the termination of our postretirement healthcare plan, the $1.1 million credit from amortization of prior service credits we recorded in 2011 no longer benefits 2012.

Restructuring and other exit costs

In late 2011, we developed a strategic restructuring program that was announced in January 2012.  The restructuring program is designed to better align our resources in support of our growing core solutions business and to reduce costs to offset the impact of declining revenue in our legacy operations.  When fully implemented, the restructuring program is expected to result in an estimated $­­45 million of savings annually, of which we expect to realize 75 percent in 2012.  Approximately 25 percent of the savings is expected to be realized in cost of sales, with the remainder realized in SG&A expenses.  Based on our progress in the first quarter, we believe we are currently on track to realize all of the savings on an annualized basis.  The total costs of the restructuring program are expected to be approximately $9.2 million, of which $5.5 million is for involuntary termination costs and $3.7 million is for contract termination and other associated costs, including costs for the relocation of equipment and inventory and fees to a third party to assist with the program implementation.

Taxes

Because of the valuation allowance against our deferred tax assets, there was no federal or state income-based tax expense or benefit.  Tax expense for 2012 reflects state tax liabilities derived from a tax base other than net income and foreign taxes in Mexico.

16

Net income (loss)

We had a net loss of $5.1 million in the current quarter, compared with net income of $0.4 million in the same period of 2011.  The net loss was driven primarily by the decline in gross margin, with the savings from SG&A offset by the pension settlement and restructuring costs.  Excluding pension loss amortization, pension settlements, restructuring and deferred tax valuation allowance, non-GAAP net income was $1.9 million or $2.2 million lower compared with 2011.

Segment Operating Results

The following table presents Revenue, Gross Margin, and Operating Income (Loss) for each of our reportable segments.

	2012			% Chg			2011
Revenue
Healthcare	$	57.0			-6	%	$	60.7
Financial Services		43.5			0	%		43.3
Commercial Markets		37.6			-7	%		40.3
Industrial		19.5			-5	%		20.6
Consolidated Revenue	$	157.6			-4	%	$	164.9
				% Rev						% Rev
Gross Margin
Healthcare	$	19.4			33.9	%	$	22.6			37.2	%
Financial Services		12.9			29.6	%		13.1			30.3	%
Commercial Markets		9.8			26.1	%		11.2			27.7	%
Industrial		6.1			31.5	%		6.6			31.8	%
Consolidated Gross Margin	$	48.2			30.6	%	$	53.5			32.4	%
Operating Income (Loss)
Healthcare	$	2.6			4.5	%	$	4.7			7.7	%
Financial Services		1.6			3.6	%		1.7			3.9	%
Commercial Markets		(1.1	)		-2.9	%		(0.3	)		-0.7	%
Industrial		0.2			1.1	%		0.8			3.8	%
Total Segments (1)	$	3.3			2.1	%	$	6.9			4.2	%

(1) A reconciliation of segment operating income to consolidated income from operations is provided in Note 8-Segment Reporting of the Notes to Financial Statements.

Healthcare

The following table details the estimated changes in revenue and cost of sales due to units, acquisition, mix, and price for the first quarter of 2012.

	Percentage Change
	Revenue			Cost of sales
Units		-4	%		-4	%
Acquisition		2	%		2	%
Mix		-2	%		-1	%
Price		-2	%		2	%
		-6	%		-1	%

Revenue

Healthcare revenue declined $3.7 million in 2012 primarily due to the net unit decrease, with the growth in our core solutions offset by the decline in our legacy products.  Our core solutions revenue increased $1.1 million or 5 percent compared with 2011.  Healthcare Solutions, our technology-oriented core solutions portfolio which primarily includes patient information, marketing and communication, and wristband solutions, grew $2.0 million or 15 percent in 2012 compared with 2011.  We leveraged our resources heavily in core Healthcare Solutions and expect to see continuous growth in 2012.  Revenue from legacy products decreased $4.8 million or 12 percent compared with 2011.  As more hospitals progressed into stages three and four of EMR adoption, we continued to see revenue decline in related legacy products.  Revenue from clinical documents and administration forms, including related freight and storage services, decreased $5.7 million or 18 percent in 2012 compared with 2011.

17

Our acquisition of Dialog Medical accounted for $1.4 million of the revenue increase, primarily services and software.  However, this increase was offset by an unfavorable product mix and the negative impact from pricing pressure.

The following table summarizes the changes in revenue by major categories.

	2012		% Chg			2011
Print	$	38.6		-3	%	$	39.6
Labels		7.4		-8	%		8.0
Services		5.8		-22	%		7.5
Software		1.4		49	%		1.0
Other		3.8		-18	%		4.6
	$	57.0		-6	%	$	60.7
Core		38%					34%
Legacy		62%					66%

Cost of Sales

The decrease in cost of sales was driven primarily by the net decline in units as well.  However, this decrease was largely offset by additional costs related to the inclusion of Dialog Medical, which is in line with the revenue increase.  Higher material costs and initiation costs associated with newly acquired customers offset the savings from ongoing restructuring plans and other cost initiatives.

Financial Services

The following table details the estimated changes in revenue and cost of sales due to units and price for the first quarter of 2012.

	Percentage Change
	Revenue			Cost of sales
Units		-1	%		-2	%
Price		1	%		3	%
		-			1	%

Revenue

Financial Services revenue for 2012 increased slightly compared with 2011 primarily due to favorable pricing, offset by the net unit decline which reflects the combined effect of the prolonged weakness of macroeconomic conditions, technology erosion and our expansion in core solutions.  We continued to focus on promoting our core solutions, primarily marketing solutions and critical communications.  Core solutions revenue increased $1.4 million or 10 percent compared with 2011, led by increased revenue from our critical communications solutions.  Legacy products revenue decreased $1.2 million or 4 percent in 2012 compared with 2011, primarily from specialized print products and related services.

As previously disclosed in our Annual Report, we anticipate lower revenue of approximately $18-$20 million in 2012 from one of our significant customers due to their major restructuring announced at the end of 2011.  However, the impact to the current quarter was lower than expected.  The total revenue decrease from this customer was $1.4 million for the quarter, impacting both our core and legacy products.  We expect to see a more rapid decline starting next quarter.

18

The following table summarizes the changes in revenue by major categories.

	2012		% Chg			2011
Print	$	32.4		3	%	$	31.3
Labels		0.5		-			0.5
Services		6.7		-15	%		7.9
Software		0.4		-39	%		0.7
Other		3.5		22	%		2.9
	$	43.5		-		$	43.3
Core		34%					31%
Legacy		66%					69%

Cost of Sales

Cost of sales increased primarily driven by material price increases and initial costs associated with newly acquired customers.  This increase was partially offset by the net unit decline and the savings from previously implemented cost reduction initiatives and our ongoing restructuring plan.

Commercial Markets

The following table details the estimated changes in revenue and cost of sales due to units and price for the first quarter of 2012.

	Percentage Change
	Revenue			Cost of sales
Units		-8	%		-7	%
Price		1	%		2	%
		-7	%		-5	%

Revenue

Commercial Markets revenue decreased in 2012 primarily due to the net unit decline.  The expansion in core solutions was outpaced by the decrease in sales of legacy products, which represent a disproportionate amount of sales in this segment.  Core solutions revenue increased only 1 percent compared with 2011; however, momentum in marketing solutions is expected to grow during the remainder of 2012.  Legacy products revenue decreased $2.9 million or 10 percent compared with 2011, driven by lower revenue from specialized print and related services, primarily traditional business forms.

The following table summarizes the changes in revenue by major categories.

	2012		% Chg			2011
Print	$	22.0		-6	%	$	23.5
Labels		6.9		2	%		6.8
Services		4.6		-16	%		5.5
Software		0.2		-			0.2
Other		3.9		-9	%		4.3
	$	37.6		-7	%	$	40.3
Core		32%					29%
Legacy		68%					71%

Cost of Sales

Cost of sales declined primarily driven by the net unit decrease, partially offset by higher material costs.  Production costs increased due to high initial costs associated with newly acquired large accounts and unabsorbed fixed costs due to low utilization.  However, majority of this unfavorable increase was offset by cost savings realized from our previously implemented cost initiatives and ongoing restructuring plan.

19

Industrial

The following table details the estimated changes in revenue and cost of sales due to units and price for the first quarter of 2012.

	Percentage Change
	Revenue			Cost of sales
Units		-1	%		-1	%
Price		-4	%		-4	%
		-5	%		-5	%

Revenue

Industrial revenue decreased primarily due to the price decrease, driven by price pressure from new customers.  Net units decrease added another 1 percent to the revenue decrease.  Core solutions revenue decreased $0.9 million or 5 percent compared with 2011.  In-mold label solutions, one of our key core solutions, decreased $0.6 million or 49 percent in the current quarter compared with the same period of 2011 and attributed to 60 percent of revenue decrease of the segment due to our primary customers being negatively impacted by slower than expected economic recovery.  Revenue increased slightly in our core manufacturing parts solutions for the quarter, with the revenue increase from new customers significantly offset by the revenue decline due to weak demands from HVAC customers.  We continue to see the revenue decrease in our legacy products, primarily traditional business forms.  Legacy products revenue decreased $0.2 million or 8 percent compared with 2011.  The revenue decrease from specialized print and related services was $0.1 million or 6 percent in the current quarter compared with the same period of 2011.

The following table summarizes the changes in revenue by major categories.

	2012		% Chg			2011
Print	$	4.9		-2	%	$	5.1
Labels		12.3		-3	%		12.7
Services		1.6		-22	%		2.1
Software		-		-			-
Other		0.7		-			0.7
	$	19.5		-5	%	$	20.6
Core		88%					88%
Legacy		12%					12%

Cost of Sales

Cost of sales decreased primarily due to production costs decrease driven by inventory adjustments and cost savings realized from our previously implemented cost initiatives and ongoing restructuring plan.

LIQUIDITY AND CAPITAL RESOURCES

Our discussion of liquidity also presents a financial measure that is considered non-GAAP.  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 measure 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 less cash and cash equivalents).

20

Cash Flows

The major elements of the Statements of Cash Flows are summarized below:

	13 Weeks Ended
	April 1,			April 3,
CASH INFLOW (OUTFLOW)	2012			2011
Net income plus non-cash items	$	9.1		$	11.4
Working capital		11.2			8.8
Restructuring payments		(1.7	)		(0.7	)
Contributions to qualified pension plan		(7.0	)		(8.0	)
Other		(5.1	)		(2.0	)
Net cash provided by operating activities		6.5			9.5
Capital expenditures		(0.7	)		(1.9	)
Net cash used in investing activities		(0.7	)		(1.9	)
Net change in borrowings under credit facility		(3.4	)		(5.7	)
Principal payments on long-term debt		(0.7	)		(0.4	)
Dividends paid		(1.5	)		(1.5	)
Net cash used in financing activities		(5.6	)		(7.6	)
Net effect of exchange rate changes		(0.2	)		-
Net change in cash	$	-		$	-
Memo:
Add back credit facility borrowed		3.4			5.7
Cash flow on a net debt basis	$	3.4		$	5.7

Operating activities

Restructuring payments in 2012 represent cash payments for severance related to workforce reductions and fees to a third party to assist with the restructuring program implementation.  Total costs of the restructuring program are expected to be approximately $9.2 million, the majority of which will be incurred in 2012.

We expect to make contributions to the Company’s qualified pension plan of approximately $27 million in 2012, $7 million of which was made in the current quarter.

Deferred compensation balances paid to employees and payments of supplementary pension benefits were significantly higher in 2012 compared with 2011 primarily due to employees retiring and electing lump sum payments of their benefits.  The total payments made in 2012 for deferred compensation were $1.9 million and that for supplementary pension benefits were $2.0 million.

Investing activities

While capital expenditures were only $0.7 million for the current quarter, we still expect capital expenditures to be in the range of $9 million to $11 million for 2012.

With the acquisition of Dialog Medical in 2011, we signed a note payable for $0.6 million.  The first installment of $0.3 million will be paid in the third quarter of this year.  In addition, we have accrued approximately $0.6 million as of quarter end for two additional liabilities that are contingent upon the achievement of certain revenue targets by Dialog Medical.  The first annual payment will also be made in the third quarter of this year.

Financing activities

Dividend payments to shareholders in the current quarter were consistent with 2011 and will be the only payment made in the current year.  In January 2012, we announced the suspension of our quarterly dividend in keeping with Ohio law, which requires that cash dividends be paid only out of a corporation’s statutory surplus.  Because of the 2011 decline in shareholder’s equity related to actuarial losses in our pension plan and the valuation allowance established against deferred tax assets, there is not currently a statutory surplus.

21

At quarter end, we had $32 million available under the Credit Facility.  We believe that the combination of internally-generated funds, available cash, and our Credit Facility will be sufficient to fund our operations, including capital expenditures and investments in growth initiatives over the next year.  We believe our major long-term cash requirements consist of investing in our growth initiatives aimed at transforming our product portfolio and our pension funding.  While we have taken steps to enable us to adequately fund these items, actual amounts required may be higher than estimated due to the uncertainty in determining the exact amounts needed.

ITEM 3 – Not applicable

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures over financial reporting (Disclosure Controls) as of April 1, 2012.  The evaluation was carried out under the supervision, and with the participation, of our management including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

Based on that evaluation, our CEO and CFO have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified by the SEC and that material information relating to The Standard Register Company is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared.

Changes in Internal Control

During the first quarter of fiscal 2012, there have been no significant changes in our internal controls or in other factors that could significantly affect these controls, and no corrective actions taken with regard to material weaknesses in such controls.

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There have been no material legal proceedings within the reporting period that the Company has been involved with beyond those conducted in a normal course of business.

ITEM 1A.

Not Applicable

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

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.  OTHER INFORMATION

None

22

ITEM 6.  EXHIBITS

Exhibit  #		Description
	2	Plan of acquisition, reorganization, arrangement,	Not applicable
		liquidation or succession
	3	Articles of incorporation and bylaws	Not applicable
	4	Instruments defining the rights of security holders,	Not applicable
		including indentures
	10.1	Second Amendment to The Standard Register Company Supplemental	Included
		Executive Retirement Plan, incorporated by reference from Form 8-K
		filed on February 24, 2012
	10.2	Form of Severance Agreement, incorporated by reference from Form	Included
		8-K filed on March 6, 2012
	11	Statement re: computation of per share earnings	Not applicable
	15	Letter re: unaudited interim financial information	Not applicable
	18	Letter re: change in accounting principles	Not applicable
	19	Report furnished to security holders	Not applicable
	22	Published reports regarding matters submitted	Not applicable
		to vote of security holders
	23.1	Consent of Independent Registered Public Accounting Firm	Included
	24	Power of attorney	Not applicable
	31.1	Certification of Chief Executive Officer pursuant to	Included
		Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification of Chief Financial Officer pursuant to	Included
		Section 302 of the Sarbanes-Oxley Act of 2002
	32	Certifications pursuant to 18 U.S.C Section 1350, as adopted	Included
		Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	99.1	Report of Independent Registered Public Accounting Firm	Included
	101	The following financial information from The Standard Register	Included
		Company Quarterly Report on Form 10-Q for the quarter ended
		April 1, 2012, formatted in XBRL (eXtensible Business Reporting Language):
		Consolidated Statements of Income, Consolidated Statements of
		Comprehensive Income, Consolidated Balance Sheets, Consolidated
		Statements of Cash Flows, and Notes to Consolidated Financial
		Statements

SIGNATURE

Pursuant to the requirement 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.

Date: May 7, 2012

THE STANDARD REGISTER COMPANY

(REGISTRANT)

/S/ ROBERT M. GINNAN

By: Robert M. Ginnan, Vice President, Treasurer and

Chief Financial Officer

(On behalf of the Registrant and as Chief Accounting Officer)

23

EX-10.1

                           Exhibit 10.1

SECOND AMENDMENT TO

THE STANDARD REGISTER COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This Second Amendment to The Standard Register Company Supplemental Executive Retirement Plan (the “Plan”) shall be effective as of January 1, 2012.

WHEREAS, the Plan provides that it may be amended by the Board of Directors (the "Board") of The Standard Register Company (the “Company”); and

WHEREAS, the Board has determined it advisable to amend the Plan:

NOW THEREFORE, effective as of January 1, 2012, the Plan is amended as follows:

1.             The definition of “Credited Service” which appears in Section 2.12 of the Plan shall be amended in its entirety to read as follows:

2.12         Credited Service

“Credited Service” means the sum of all periods of a Participant’s service with the Company or a Selected Affiliate, and such additional Credited Service, if any, as is credited by the Committee in accordance with Section 8.5.

2.             The definition of “Investment Return Rate” which appears in Section 2.16 of the Plan shall be amended in its entirety to read as follows:

2.16         Investment Return Rate

“Investment Return Rate” means the rate, compounded annually, as determined by the Committee from time to time.  Any change in the Investment Return Rate will apply prospectively to a Participant’s Account as of the effective date of the change.

3.             Article IV of the Plan shall be amended by restating Section 4.1 in its entirety to read as follows:

4.1           Amount of Allocation

Subject to Section 3.2, with respect to each Plan Year, a Participant’s Account shall be credited with an amount or percentage of Compensation as determined from time to time by the Committee.  Provided, however, that, unless otherwise specified by the Committee, the amount of the annual allocation determined by the Committee under this Section with respect to a Participant shall remain in effect for subsequent Plan Years until the Participant’s termination of service or until the amount of such allocation is changed by action of the Committee.

4.             In all other respects, the Plan shall remain unchanged.

By executing this Amendment on this _______ day of __________________, 2012, the undersigned hereby certifies that this Amendment has been authorized and approved by the Board of Directors of The Standard Register Company.

THE STANDARD REGISTER COMPANY

By:

Title:

EX-10.2

Exhibit 10.2

EXECUTIVE SEVERANCE AGREEMENT

This Agreement is made the ____ day of _____________, 20___ (the “Effective Date”) by and between The Standard Register Company, an Ohio corporation (the “Company”) and ____________________ (the “Executive”).

Background:

The Company recognizes that it is essential and in the best interest of the Company and its shareholders to retain the services of the Executive, and to ensure the Executive’s continued dedication to the Company, particularly during difficult business circumstances or in the event of a threat or the occurrence of a Change in Control (as defined below) or other significant event, and in order to induce the Executive to remain employed with the Company, the Company wishes to enter into this Agreement with the Executive.

Agreement:

1.Term of Agreement. This Agreement will begin on the date entered above and will continue in effect through December 31, 2012. On December 31, 2012, and on the anniversary date of each term thereafter (a “Renewal Date”), the term of this Agreement will be extended automatically for an additional one-year period unless, not later than 60 days prior to such Renewal Date, the Company gives written notice to the Executive that it has elected not to extend this Agreement. Notwithstanding the above, if a “Change in Control” (as defined herein) of the Company occurs during the term of this Agreement, the term of this Agreement will be irrevocably extended for 24 months beyond the end of the month in which any such Change in Control occurs.

2.Definitions. The following defined terms shall have the meanings set forth below, for purposes of this Agreement:

(a)Base Annual Salary. “Base Annual Salary” means the highest annual rate of base salary in effect for the Executive during the 12 month period immediately prior to the time a Notice of Termination is given (or on the date employment is terminated if no Notice of Termination is required).

(b)Board.  The Company’s duly elected Board of Directors.

(c)Cause. “Cause” means any of the following:

(i)The Executive’s willful and continued failure to perform substantially the Executive’s material duties with the Company (other thanany such failure resulting from the Executives’s incapacity as a result of physical or mental illness) and the Board shall have determined that such failure is materially harmful to the Company,

(ii)The Executive engages in a material violation of anyCompany policy and the Board shall have determined that such act is materially harmful to the Company.

(iii)          The Executive is indicted for or convicted of (or plea of guilty or nolo contendere) to a felony or of any crime (whether or not a felony) involving moral turpitude.

(iv)         The Executive engages in an intentional act of gross misconduct, moral turpitude, fraud, embezzlement, or theft in connection with the Executive’s duties or in the course of the Executive’s employment with the Company and the Board shall have determined that such act is materially harmful to the Company; or

(v)After being notified in writing by the Company to cease any particular Impermissible Activity (as defined herein), the Executive shall have continued such Impermissible Activity and the Board shall have determined that such act is materially harmful to the Company.

For purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company.

(d)“Change in Control” shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:

(i)any person (as such term is used in Sections 13 (d) and 14 (d) of the Securities Exchange Act of 1934, as amended from time to time) (other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (B) a trustee under the John Q. Sherman Testamentary Trust, the William C. Sherman Testamentary Trust, or the William C. Sherman Intervivos Trust dated December 29, 1939, or (C) a corporation owned directly or indirectly by the common shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; or

(ii)during any period of two consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board and any new director, whose election by the Board or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(iii)          the consummation of (1) the sale or disposition of all or substantially all the Company’s assets; or (2) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least 50% of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation; or

(iv)          the shareholders of the Company approve a plan of complete liquidation of the Company.

However, in no event shall a Change in Control be deemed to have occurred, with respect to the Executive, if the Executive is part of a purchasing group which consummates the Change in Control transaction. The Executive shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Executive is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for (i) passive ownership of less than 5% of the voting securities of the purchasing company or (ii) ownership of equity participation in the purchasing company or group which is otherwise not deemed to be significant, as determined prior to the Change in Control by a majority of the continuing members of the Board who are not also employees of the Company).

(e)Code. “Code” means the Internal Revenue Code of 1986, as amended.

(f)Equity Incentive Plans. “Equity Incentive Plans” means the Company’s 2002 Equity Incentive Plan, its 2011 Equity Incentive Plan or any successor plans providing for the grants of stock options, restricted stock, restricted stock units, stock appreciation rights or other awards related to the Company’s equity securities.

(g)Good Reason. “Good Reason” means the occurrence of any one or more of the following:

(i)A material diminution in the Executive’s authority, duties or responsibilities;

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(ii)A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Chief Executive Officer report to a corporate officer or employee instead of reporting directly to the Board of Directors;

(iii)          A material diminution in the budget over which the Executive retains authority;

(iv)          A material diminution by the Company in the Executive’s base salary, unless all Executives who have entered into an Executive Severance Agreement experience a material diminution in their base salaries;

(v)A demand by the Company that the Executive make a material relocation in the geographic area from the location where the Executive is currently based, provided that such relocation increases the Executive’s commuting distance by more than fifty (50) miles;

(vi)          Any other action or inaction that constitutes a material breach by Company of any agreement under which the Executive provides services.

Notwithstanding the foregoing, no occurrence or action taken, or inaction, in connection with any restructuring of the Company approved by the Board prior to any Change in Control shall constitute a “material diminution”  for  purposes of clauses (i), (ii), or (iii) of this definition or a “material breach” for purposes of clause (vi) hereof.

The existence of Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. The Executive’s continued employment shall not constitute a waiver of the Executive’s rights with respect to any circumstance constituting Good Reason under this Agreement. The Executive must give notice to the Company within 90 days of the initial existence of the condition, and the Company shall have 30 days upon receipt of such notice to remedy the condition so as to eliminate “Good Reason.”

(h)Impermissible Activity.  “Impermissible Activity” means any act or omission of the Executive which constitutes a breach by the Executive of any written agreement between the Executive and the Company which provides for the executive’s non-solicitation of the Company employees or customers, non-competition with the Company, non-disclosure of confidential information of the Company, and/or non-disparagement of the Company.

(i)Incentive Compensation Plan. “Incentive Compensation Plan” means the Company’s Management Incentive Compensation Plan or any successor plan which provides for potential annual cash incentive payments to the Executive and other management personnel of the Company.

(j)Notice of Termination. “Notice of Termination” means a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the employment under the provision so indicated.

(k)Release. “Release” shall mean a general release that releases, waives, remises, and forever discharges the Company from any and all claims that the Executive has against the Company, including any claims arising under state or federal statute, including all state and federal employment discrimination laws including, but not limited to, Ohio Revised Code Chapter 4112 and Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act; the Employee Retirement Income Security Act; and any applicable state, local, or common laws of similar intent, without exception. For purposes of the Release, the “Company” includes the Company as it is defined in this Agreement and as further defined to include all of the Company’s past, present, and future assigns, successors, affiliates, parent and subsidiary organizations, divisions and Company’s, officers, directors, shareholders, employees, and agents of the same, as well as their heirs, executors, administrators, successors, assigns, and other personal representatives, individually and in their respective corporate and personal capacities.

(l)Retirement Benefits. “Retirement Benefits” means the perquisites, benefits, and service credit for benefits as provided under any and all employee retirement income, plans, programs, or arrangements in which the Executive is entitled to participate, including without limitation any savings, pension, supplemental executive retirement, or other retirement income or deferred compensation that may now exist or any equivalent successor policies, plans, programs, or arrangements that may be adopted hereafter.

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(m)Separation from Service. “Separation from Service” means the termination of employment with the Company and all related employers under section 414(b) or (c) of the Code. Whether a termination of employment has occurred shall be determined based on whether the facts and circumstances indicate that the Executive reasonably anticipates that no further services would be performed after a certain date or that the level of bona fide services would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period of employment if the Executive has been employed less than 36 months). An Executive is not treated as having terminated employment while he is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment under an applicable statute or by contract. The determination of whether a Separation of Service has occurred shall be based on applicable regulations and other applicable legal authority under section 409A of the Code.

(n)Severance Benefits. “Severance Benefits” means the benefits described in Section 4 of this Agreement.

(o)Severance Benefit Period.  “Severance Benefit Period” means the 6 or 12 calendar months following the date of termination of the Executive’s employment, depending on the Executive’s length of service with the Company. Where the Executive’s length of service with the Company is at least 6 months but not longer than 24 months, the “Severance Benefit Period” will be 6 months. Where such length of service is longer than 24 months, the “Severance Benefit Period” will be 12 months.

(p)Welfare Benefits.  “Welfare Benefits” means any life insurance, health insurance, hospitalization, major medical, dental insurance, disability, employee assistance programs, or other employee welfare plans or benefits that may now exist or any equivalent successor policies, plans, programs or arrangements that may be adopted hereafter.

3.Eligibility for Severance Benefits. The Company or its successor shall pay or provide the Severance Benefits to the Executive if the Executive has a Separation from Service under the following circumstances:

(a)Termination by the Company.  Termination of the Executive’s employment is initiated by the Company for any reason except termination due to Cause.

(b)Termination by the Executive.  Termination of the Executive’s employment is initiated by the Executive for Good Reason.

4.Severance Benefits. The Executive, if eligible under Section 3, shall receive the following Severance Benefits (in addition to benefits under any Equity Incentive Plans, Retirement Benefits, or other employee benefits that the Executive is otherwise entitled to under the terms thereof):

(a)Cash Payments.  The Executive shall be entitled to an amount equal to 0.5 – 1.0 times his Base Annual Salary, depending on the Executive’s length of service with the Company, payable in equal bi-weekly installments during the Severance Benefit Period.  Where the Executive’s length of service with the Company is at least 6 months but not longer than 24 months, the amount will be 0.5 times the Executive’s Base Annual Salary. Where such length of service is longer than 24 months, the amount will be 1.0 times the Executive’s Base Annual Salary.

(b)Welfare Benefits.  The Executive shall be entitled to receive Welfare Benefits which are substantially comparable to the Welfare Benefits he was entitled to receive immediately prior to the date of his termination for a period, in the case of each individual Welfare Benefit, equal to the shorter of the Severance Benefit Period or until such Welfare Benefit is obtained through other employment.

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(c)Outplacement Services.  The Executive shall be entitled to receive outplacement services from a professional outplacement services firm selected by the Company and reasonably acceptable to the Executive at the Company’s cost, but not to exceed an aggregate cost of $15,000.

The foregoing Severance Benefits shall be payable for the entirety of the Severance Benefit Period notwithstanding the death of the Executive; in the event of the Executive’s death the remaining Severance Benefits shall be payable to the Executive’s beneficiary named on Exhibit B hereto (or if none, to the Executive’s estate).

5.Applicability of Dodd-Frank Act; Clawbacks Generally.

(a)Dodd-Frank.  The Executive hereby acknowledges the applicability of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as the applicability of any agency regulations or Company policies promulgated thereunder and recognizes that in the event of any accounting restatement by the Company due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws during the time of the Executive’s employment by the Company, the Company will be required to recover from the Executive amounts paid to the Executive as incentive-based compensation that exceed the compensation the Executive would otherwise have received from the Company if such accounting restatement had not occurred, regardless of the Executive’s personal involvement, if any, with such noncompliance or restatement.  In such event, the Company shall have the right to effect any such recovery by offsetting (withholding) any amounts otherwise due hereunder against amounts to be recovered.

(b)Impermissible Activities.  In the event the Executive engages in any Impermissible Activity at any time, the Company may (i) refrain from making any further payments that would otherwise be payable hereunder during the Severance Period, and (ii) recover from the Executive any and all payments made hereunder prior to the Company’s discovery of the Executive’s engagement in Impermissible Activities.

6.Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as required by law provided that any stock withheld will only be withheld at the minimum statutory rates.

7.General Release Agreement. As a condition of receiving the payments and benefits set forth in this Agreement, the Executive will be required to execute a Release in substantially the form of Exhibit B attached hereto. The Executive must deliver to the Company a fully executed and binding General Release Agreement, the Executive must not revoke the General Release Agreement, and the General Release Agreement must be irrevocable, not later than 60 business days following the Executive’s Separation from Service. Otherwise, the Executive will not be entitled to receive Severance Benefits under this Agreement.

8.Acknowledgement. The Company hereby acknowledges that it will be difficult and may be impossible for the Executive to find reasonably comparable employment, or to measure the amount of damages which the Executive may suffer as a result of termination of employment hereunder. Accordingly, the payment of the Severance Benefits by the Company to the Executive in accordance with the terms of this Agreement is hereby acknowledged by the Company to be reasonable liquidated damages, and the Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will any profits, income, earnings, or other benefits from any source whatsoever create any mitigation, offset, reduction, or any other obligation on the part of the Executive hereunder or otherwise, except for a reduction in Welfare Benefits as provided in Subsection 4(b). The Company shall not be entitled to set off or counterclaim against amounts payable hereunder with respect to any claim, debt, or obligation of the Executive except as expressly provided in Section 5 hereof.

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9.Enforcement Costs; Interest. The Company is aware that, upon the occurrence of a Change in Control, the Board or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation, arbitration, or other legal action seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of the Executive’s rights under this Agreement by litigation, arbitration, or other legal action nor be bound to negotiate any settlement of the Executive’s rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive under this Agreement. Accordingly, if following a Change in Control it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement, or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institute any litigation or other legal action designed to deny, diminish, or to recover from the Executive, the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice at the expense of the Company as provided in this Section 9 to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder, or other person affiliated with the Company. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as provided in this Section 9 shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices. In all events, such amounts shall be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. In any action involving this Agreement, the Executive shall be entitled to prejudgment interest on any amounts found to be due him from the date such amounts would have been payable to the Executive pursuant to this Agreement at an annual rate of interest equal to the prime commercial rate published in the Wall Street Journal or its successor from time to time during the prejudgment period plus 4 percent.

10.Indemnification. From and after the earliest to occur of a Change in Control or termination of employment, the Company shall indemnify and hold harmless the Executive, to the fullest extent permitted or authorized by the law of the State of Ohio as it may from time to time be amended, if the Executive is (whether before or after the Change in Control) made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the Executive is or was a director, officer, or employee of the Company, or is or was serving at the request of the Company as a director, trustee, officer, or employee of another Company, partnership, joint venture, trust, or other enterprise. The indemnification provided by this Section 10 shall not be deemed exclusive of any other rights to which the Executive may be entitled under the charter or bylaws of the Company, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the Executive’s official capacity and as to action in another capacity while holding such office, and shall continue as to the Executive after the Executive has ceased to be a director, trustee, officer, or employee and shall inure to the benefit of the heirs, executors, and administrators of the Executive.

11.Arbitration. The initial method for resolving any dispute arising out of this Agreement shall be nonbinding arbitration in accordance with this Section 11. Except as provided otherwise in this Section, arbitration pursuant to this Section 11 shall be governed by the Commercial Arbitration Rules of the American Arbitration Association. A party wishing to obtain arbitration of an issue shall deliver written notice to the other party, including a description of the issue to be arbitrated. Within 15 days after either party demands arbitration, the Company and the Executive shall each appoint an arbitrator. Within 15 additional days, these two arbitrators shall appoint the third arbitrator by mutual agreement; if they fail to agree within this 15 day period, then the third arbitrator shall be selected promptly pursuant to the rules of the American Arbitration Association for Commercial Arbitration. The arbitration panel shall hold a hearing in Dayton, Ohio, within 90 days after the appointment of the third arbitrator. The fees and expenses of the arbitrator, and any American Arbitration Association fees, shall be paid by the Company. Both the Company and the Executive may be represented by counsel (legal and accounting) and may present testimony and other evidence at the hearing. Within 90 days after commencement of the hearing, the arbitration panel will issue a written decision; the majority vote of two of the three arbitrators shall control. The majority decision of the arbitrators shall not be binding on the parties, and the parties may pursue other available legal remedies if the parties are not satisfied with the majority decision of the arbitrator. The Executive shall be entitled to seek specific performances of the Executive’s rights under this Agreement during the pendency of any dispute or controversy arising under or in connection with this Agreement.

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12.Employment Rights. This Agreement sets forth the Severance Benefits payable to the Executive in the event the Executive’s employment with the Company is terminated under certain conditions specified in Section 3. This Agreement is not an employment contract nor shall it confer upon the Executive any right to continue in the employ of the Company and shall not in any way affect the right of the Company to dismiss or otherwise terminate the Executive’s employment at any time with or without Cause.

13.Arrangements Not Exclusive. The specific benefit arrangements referred to in this Agreement are not intended to exclude the Executive from participation in or from other benefits available to executive personnel generally or to preclude the Executive’s right to other compensation or benefits as may be authorized by the Board at any time. The provisions of this Agreement and any payments provided for hereunder shall not reduce any amounts otherwise payable, or in any way diminish the Executive’s existing rights, or rights which would accrue solely as the result of the passage of time under any compensation plan, benefit plan, incentive plan, stock option plan, employment agreement, or other contract, plan, or arrangement except as may be specified in such contract, plan, or arrangement.

14.Successors; Binding Agreements. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. The Executive’s rights and benefits under this Agreement may not be assigned, except that if the Executive dies while any amount would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement, to the beneficiaries designated by the Executive to receive benefits under this Agreement in a writing on file with the Company at the time of the Executive’s death or, if there is no such beneficiary, to the Executive’s estate. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company (or of any division or Subsidiary thereof employing the Executive) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms to which the Executive would be entitled hereunder if the Executive terminated employment for Good Reason following a Change in Control, on the first day after the Change in Control.

15.No Vested Interest. Neither the Executive nor the Executive’s beneficiaries shall have any right, title, or interest in any benefit under this Agreement prior to the occurrence of the right to the payment of such benefit.

16.Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the such addresses as each party may designate from time to time to the other party in writing in the manner provided herein. Unless designated otherwise notices to the Company should be sent to the Company at:

The Standard Register Company

P. O. Box 1167

600 Albany Street

Dayton, OH 45417-3405

Attn:       Gerard D. Sowar

Vice President, General Counsel and Secretary

Until designated otherwise, notices shall be sent to the Executive at the address indicated on the Beneficiary Designation and Notice form attached hereto as Exhibit A. If the parties by mutual agreement supply each other with telecopier numbers or email addresses for the purposes of providing notice by facsimile or email, such notice shall also be proper notice under this Agreement. Notice sent by certified or registered mail shall be effective two days after deposit by delivery to the U.S. Post Office.

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17.Savings Clause. If any payments otherwise payable to the Executive under this Agreement are prohibited or limited by any statute or regulation in effect at the time the payments would otherwise be payable, including, without limitation, any regulation issued by the Securities and Exchange Commission or other agency under the Dodd-Frank Act, that limits executive compensation or other payments that can be made by the Company (any such limiting statute or regulation a “Limiting Rule”), the Executive will be entitled to elect to have apply, and therefore to receive benefits directly under, either (i) this Agreement (as limited by the Limiting Rule) or (ii) any generally applicable Company severance, separation pay, and/or salary continuation plan that may be in effect at the time of the Executive’s termination.

18.Amendment; Waiver. The Company may amend, without the approval of the Executive, any provision of this Agreement to the extent necessary to comply with Section 409A of the Code (or to avoid the application of Section 409A of the Code) so as to avoid any penalty or excise tax from being levied on the Executive; provided, however, that the Company may not decrease the amount of any benefit the Executive is entitled to receive under this Agreement without the Executive’s consent. Regarding any other amendment, the Company may not amend or modify this Agreement, and no provision may be waived, unless such amendment, modification, or waiver is agreed to in writing and signed by the Executive and the Company.

19.Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

20.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

21.Governing Law. Except as otherwise provided, this Agreement shall be governed by the laws of the State of Ohio, without giving effect to any conflict of law provisions.

22.Section 409A Compliance. (a) This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”) with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall not accelerate any payment or the provision of any benefits under this Agreement or to make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code.  As used in this Agreement, phrases such as “termination of employment” shall be interpreted to mean a “separation from service” using the default rules under Section 409A of the Code.  If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code.

(b) Except as expressly provided otherwise herein, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code.  To the extent providing for deferral of compensation within the meaning of Section 409A of the Code, any payments or benefits to which the Executive is entitled upon a termination of employment shall be paid no earlier than the date on which the Executive incurs a termination of employment.

(c)  Notwithstanding anything herein to the contrary, to the extent necessary to prevent the Executive from being subject to tax under Section 409A of the Code, if the Executive is a “specified employee” for purposes of Section 409A of the Code on the date on which the Executive terminates employment, any payment hereunder (including any provision of continued benefits) that provides for the deferral of compensation within the meaning of Section 409A of the Code (the “Delayed PaymentAmounts”) shall not be paid or commence to be paid on any date prior to the first business day after the date that is six (6) months following the Executive’s termination of employment; provided, however, that payment of the Delayed Payment Amounts shall commence within 30 days of the Executive’s death in the event of his death prior to the end of the six-month period.

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IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year written above.

COMPANY:	EXECUTIVE:
THE STANDARD REGISTER COMPANY
By:
Its:
Date:
	Date:

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EXHIBIT A

Beneficiary Designation and Notice Form

Beneficiary Designation

In the event of my death, I direct that any amounts due me under the Agreement to which this Beneficiary Designation is attached shall be distributed to the person designated below. If no beneficiary shall be living to receive such assets they shall be paid to the administrator or executor of my estate.

Notice

Until notified otherwise, pursuant to Section 16 of the Agreement, notices should be sent to me at the following address:

Street Address

City, State and Zip Code

Executive

Date

Beneficiary

Relationship to Executive

EXHIBIT B

GENERAL RELEASE AGREEMENT

THE EXECUTION OF THIS AGREEMENT between The Standard Register Company, an Ohio corporation, (the “Company”) and ____________________ (the “Executive”), is a condition to receiving the payments and benefits set forth in the Executive Severance Agreement signed by both parties.

In consideration of the mutual covenants contained herein, the sufficiency of which are hereby acknowledged, Executive and the Company, its predecessors, officers and directors agree as follows:

A.           Your employment will end as of________________. If you comply with the terms and conditions of the Executive Severance Agreement and this Agreement, you will receive the payments and benefits set forth in the Executive Severance Agreement.

B.           You acknowledge and confirm that you voluntarily executed a certain standard employee agreement with the Company dated __________, 20___ wherein you agreed to maintain the confidentiality of the Company’s Protected Information (as defined therein), to refrain from Unauthorized Use (as defined therein) of Protected Information, to refrain from soliciting Company employees or encouraging them to leave the Company’s employment, and to refrain from competing with the Company, for certain periods specified therein (the “Employee Agreement”).  You acknowledge such agreement shall remain fully legally binding for the term(s) mentioned therein, and you further agree that in the event the period during which you will receive Severance Benefits (as specified in the Executive Severance Agreement) is longer than any of the periods specified in the Employee Agreement, the period(s) mentioned in the Employee Agreement shall be deemed to be amended to be the same as the period you receive Severance Benefits.

C.           As additional consideration, Executive, on Executive’s behalf and on behalf of Executive’s heirs, executors, successors, and assigns hereby release the Company, as well as all of their officers, directors, executives, managers and employees, from any and all debts, claims, demands, rights, actions, causes of action, suits or damages, whatsoever and of every kind of nature, whether known or unknown (collectively the “Claims”), against the Company and the others released herein, which relate to or arose from Executive’s employment with or separation from the Company as contemplated herein except to the extent such Claims cannot be released under applicable law. Released claims include, without limitation, any and all claims arising under federal, state or local laws, including, without limitation, claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, any other federal, state or local law prohibiting employment discrimination or otherwise regulating wages, hours or working conditions, and any and all claims under the common law for breach of express or implied contract, violation of the covenant of good faith and fair dealing, violation of public policy, negligence, slander, defamation, invasion of privacy, false light, false imprisonment, trespass, breach of fiduciary duty, intentional interference, intentional or negligent infliction of emotional distress, intrusion, loss of consortium, retaliatory or wrongful termination, punitive damages, and claims that you have or may have which may have arisen up to and including the date of this Agreement. Executive acknowledges and agrees that as a matter of public policy, Executive cannot waive any rights to file claims with the Equal Employment Opportunity Commission and/or any similar state agency, however, in the event such claim(s) is/are filed, Executive hereby expressly waives the right to receive any monetary damages as a result of such action(s) and expressly waives the right to receive any monetary damages in connection with such proceedings.

D.           Executive and the Company agree that any action to enforce this Agreement may be brought in a state or federal court located in Montgomery County, Ohio. Executive and the Company hereby agree that such courts shall have jurisdiction and venue with respect to any such action.

E.           Executive will not make any disparaging remarks concerning the Company or any of its employees to anyone at any time.

F.           Executive agrees that apart from discussions with personal counsel and immediate family, whom Executive will ask not to divulge the terms of this Agreement, Executive will not at any time disclose, publicize or discuss either the terms of this Agreement or termination from the Company with anyone within or outside of the Company unless required by subpoena or any other legal compulsion, and will give immediate notice to the Company of the receipt of any subpoena or other legal document which might call upon you to disclose either any of the contents of this Agreement or your employment with and termination from the Company.

G.           Executive represents and warrants that Executive has returned to the Company the original and any copies of all keys, identification cards, charge cards, equipment, papers, reports, memoranda or other items of Company property. You acknowledge that the Company has returned to you all items of your personal property.

H.           Executive recognizes and agrees that nothing in this Agreement constitutes an admission of liability or wrongdoing by Executive or by the Company or any of the others released herein.

I.           This Agreement will be governed by Ohio law.

J.           In October 1990, the Older Workers Benefit Protection Act (“Act”) was enacted. The Act provides, among other things, that notice be given to you in writing and in a manner calculated to be understood by the average individual affected by this termination. As provided in the Act, you have a right to consider this Agreement for a period of 45 days. If you choose to accept it, you must sign it and return it to the Company on or before _________, 20 ___ (21 days from your receipt hereof). You will then have seven days after such acceptance to change your mind and revoke the Agreement. If you accept the Agreement and do not revoke it, payment will be made to you as provided in the Agreement. If you decide not to accept the Agreement or accept the Agreement but revoke acceptance within seven days, nothing will be paid to you under the Agreement and your employment will end on____________________. You are advised to consult with an attorney before acting on this Agreement.

Signed this ______ day of _________________, 20___.

Accepted and agreed to:	Witnessed and accepted:
EXECUTIVE:		THE STANDARD REGISTER COMPANY
		BY:
		DATE:

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED

 PUBLIC ACCOUNTING FIRM

We have made a review, in accordance with standards established by the Public Company Accounting Oversight Board (United States), of the unaudited interim financial information of The Standard Register Company for the thirteen week period ended April 1, 2012, as indicated in our report dated May 7, 2012; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, is incorporated by reference in this Form 10-Q, into the Company's previously filed Registration Statements File No.'s 333-02683, 333-05231, 333-15851, 333-43055, 333-51189, 333-51181, 333-57779, 333-84483, 333-86492 and 333-173805.

We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/S/BATTELLE & BATTELLE LLP

Dayton, Ohio

May 7, 2012

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph P. Morgan, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Standard Register Company;

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 Registrant’s 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 controls 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 7, 2012

/S/ JOSEPH P. MORGAN, JR.

Joseph P. Morgan, Jr.

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert M. Ginnan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Standard Register Company;

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 Registrant’s 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 controls 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 7, 2012

/S/ ROBERT M. GINNAN

Robert M. Ginnan

Vice President, Treasurer and Chief Financial Officer

EX-32

Exhibit 32

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 The Standard Register Company (the “Company”) on Form 10-Q for the period ending April 1, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph P. Morgan, Jr., President and Chief Executive Officer, and I, Robert M. Ginnan, Vice President, Treasurer and Chief Financial Officer, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

(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 results of operations of the Company.

Date: May 7, 2012

/S/ JOSEPH P. MORGAN, JR.

Joseph P. Morgan, Jr.

President and Chief Executive Officer

/S/ ROBERT M. GINNAN

Robert M. Ginnan

Vice President, Treasurer and

Chief Financial Officer

EX-99.1

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Board of Directors

The Standard Register Company

Dayton, Ohio

We have reviewed the accompanying consolidated balance sheet of The Standard Register Company as of April 1, 2012, the related consolidated statements of income, comprehensive income, and cash flows for the thirteen week periods ended April 1, 2012 and April 3, 2011. These financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based upon our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of The Standard Register Company as of January 1, 2012, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 9, 2012, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of January 1, 2012 is fairly stated, in all material respects.

/S/BATTELLE & BATTELLE LLP

Dayton, Ohio

May 7, 2012

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RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Apr. 01, 2012

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

NOTE 2 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In 2012, we adopted Accounting Standards Update (ASU) 2011-05 which requires the presentation of the components of net income and other comprehensive income either in a single continuous statement or in two separate but consecutive statements.  This update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders equity.  We also adopted ASU 2011-12 which defers the requirement to disclose the effect of items that are reclassified out of accumulated comprehensive income separately in the statement of income.

In 2012, we adopted ASU 2011-08 which amended the guidance for goodwill impairment to provide an option for companies to first use a qualitative approach to test goodwill for impairment if certain conditions are met.  The implementation of the amended guidance will be effective for our annual goodwill impairment tests to be performed in the second quarter of 2012.

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BASIS OF PRESENTATION

3 Months Ended

Apr. 01, 2012

BASIS OF PRESENTATION

NOTE 1 – BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of The Standard Register Company and its wholly-owned subsidiaries (collectively, the Company) after elimination of intercompany transactions, profits, and balances.  The consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and notes required for complete annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended January 1, 2012 (Annual Report).

In our opinion, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation have been included.  The results for interim periods are not necessarily indicative of trends or of results to be expected for a full year.

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

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 01, 2012	Apr. 03, 2011
REVENUE
Products	$ 138,901	$ 141,961
Services	18,748	22,928
Total revenue	157,649	164,889
COST OF SALES
Products	98,104	98,332
Services	11,344	13,103
Total cost of sales	109,448	111,435
GROSS MARGIN	48,201	53,454
OPERATING EXPENSES
Selling, general and administrative	50,215	52,303
Pension settlement	983
Restructuring and other exit costs	1,122	74
Total operating expenses	52,320	52,377
(LOSS) INCOME FROM OPERATIONS	(4,119)	1,077
OTHER INCOME (EXPENSE)
Interest expense	(704)	(572)
Other income	16	5
Total other expense	(688)	(567)
(LOSS) INCOME BEFORE INCOME TAXES	(4,807)	510
INCOME TAX EXPENSE	305	82
NET (LOSS) INCOME	$ (5,112)	$ 428
BASIC AND DILUTED (LOSS) INCOME PER SHARE	$ (0.18)	$ 0.01
Dividends per share declared for the period	$ 0.05	$ 0.05

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Apr. 01, 2012	Jan. 01, 2012
Accounts receivable, allowance for doubtful accounts	$ 3,388	$ 3,230
Treasury stock, shares	2,021,047	2,014,320
Common Stock
Common stock, par value	$ 1.00	$ 1.00
Common stock, Authorized	101,000,000	101,000,000
Common stock, Issued	26,435,705	26,389,523
Common Class A
Common stock, par value	$ 1.00	$ 1.00
Common stock, Authorized	9,450,000	9,450,000
Common stock, Issued	4,725,000	4,725,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 01, 2012	Apr. 03, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
NET (LOSS) INCOME	$ (5,112)	$ 428
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	5,822	5,350
Restructuring charges	1,122	74
Pension and postretirement expense	6,184	4,621
Other	1,043	889
Changes in operating assets and liabilities:
Accounts receivable	5,722	11,361
Inventories	(2,374)	(24)
Restructuring spending	(1,653)	(683)
Accounts payable and accrued expenses	7,829	(2,497)
Pension and postretirement contributions and payments	(9,010)	(9,908)
Deferred compensation payments	(1,915)	(430)
Other assets and liabilities	(1,206)	270
Net cash provided by operating activities	6,452	9,451
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to plant and equipment	(713)	(1,879)
Proceeds from sale of plant and equipment	8
Net cash used in investing activities	(705)	(1,879)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings under revolving credit facility	(3,389)	(5,728)
Principal payments on long-term debt	(724)	(357)
Proceeds from issuance of common stock	6	43
Dividends paid	(1,470)	(1,459)
Purchase of treasury stock	(11)	(58)
Net cash used in financing activities	(5,588)	(7,559)
Effect of exchange rate changes on cash	(194)	13
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(35)	26
Cash and cash equivalents at beginning of period	1,569	531
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 1,534	$ 557

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 01, 2012	Apr. 03, 2011
NET (LOSS) INCOME	$ (5,112)	$ 428
Actuarial loss reclassification, net of $2,457 deferred income tax expense in 2011	6,395	3,730
Prior service credit reclassification, net of $487 deferred income tax benefit in 2011		(739)
Actuarial loss	(392)
Cumulative translation adjustment	(183)	21
COMPREHENSIVE INCOME	$ 708	$ 3,440

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FAIR VALUE MEASUREMENTS

3 Months Ended

Apr. 01, 2012

FAIR VALUE MEASUREMENTS

NOTE 10 – FAIR VALUE MEASUREMENTS

We have financial assets and liabilities that are not recorded at fair value but which require disclosure of their fair value.  The carrying value of cash equivalents approximates fair value due to the short-term maturity of these instruments and is not material.  The carrying value of outstanding amounts under our secured revolving credit facility and capital lease obligation approximate fair value based on currently available market rates.

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Document and Entity Information	3 Months Ended
	Apr. 01, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 01, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Trading Symbol	SR
Entity Registrant Name	STANDARD REGISTER CO
Entity Central Index Key	0000093456
Current Fiscal Year End Date	--12-30
Entity Filer Category	Smaller Reporting Company
Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	26,300,301
Class A stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	4,725,000

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INCOME TAXES

3 Months Ended

Apr. 01, 2012

INCOME TAXES

NOTE 11 – INCOME TAXES

Because of the valuation allowance against our deferred tax assets, there was no federal or state income-based tax expense or benefit.  Tax expense for 2012 reflects state tax liabilities derived from a tax base other than net income and foreign taxes in Mexico.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 03, 2011
Actuarial loss reclassification, deferred income tax expense	$ 2,457
Prior service credit reclassification, deferred income tax benefit	$ 487

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SHARE BASED COMPENSATION

3 Months Ended

Apr. 01, 2012

SHARE BASED COMPENSATION

NOTE 5 – SHARE BASED COMPENSATION

Total share-based compensation expense by type of award is as follows:

	13 Weeks Ended
	April 1,		April 3,
	2012		2011
Nonvested stock awards, service based	$	60	$	112
Nonvested stock awards, performance based		138		99
Stock options		505		255
Total share-based compensation expense	$	703	$	466

Stock Options

The weighted-average fair value of stock options granted in 2012 was estimated at $0.91 per share, using the Black-Scholes option-pricing model.  Expense will be amortized on a straight-line basis over a 4-year vesting period.  The significant assumptions used to estimate the fair value of the options are as follows:

Risk-free interest rate	0.7%
Dividend yield	0.0%
Expected term	4 years
Expected volatility	79.3%

A summary of our stock option activity and related information for 2012 is as follows:

	Number			Weighted-
	of			Average
	Shares			Exercise Price
Outstanding at January 1, 2012		3,991,139		$	7.12
Granted		234,000			1.57
Exercised		-			-
Forfeited/Canceled		(131,685	)		13.53
Outstanding at April 1, 2012		4,093,454		$	6.59

Performance-Based Stock Awards

During the first quarter of 2012, the Company awarded performance-based restricted stock that will be earned based on the financial performance of the Company.  Fifty percent of the shares will be earned upon achievement of a one-year performance goal for 2012 of which half will vest upon the achievement of the goal and half will vest one year after achievement of the goal.  The remaining fifty percent of the shares will be earned upon achievement of a two-year cumulative performance goal for 2012-2013 which will vest one year after they are earned.

The performance goals allow partial vesting if a minimum level of performance is attained.  If the minimum level of the performance goals is not attained, the applicable portion of the stock award will be forfeited and canceled, and all expense recognized to that date will be reversed.  In certain circumstances, additional shares will be granted upon performance above the target level.

The fair value of the performance-based stock awards was based on the closing market price of our common stock on the date of award.  Expense for performance-based awards with graded vesting is recognized under the accelerated recognition method, whereby each vesting is treated as a separate award with expense for each vesting recognized ratably over the requisite service period.  We recognize compensation expense for awards subject to performance criteria when it is probable that the performance goal will be achieved.  Compensation expense is being recognized for the total amount of performance-based shares expected to vest and is subject to adjustment based on the actual level of achievement of the performance goal.

A summary of our performance-based stock award activity and related information for 2012 is as follows:

				Weighted-
	Number			Average
	of			Grant Date
	Shares			Fair Value
Nonvested at January 1, 2012		556,985		$	3.89
Granted		1,062,632			1.57
Vested		(37,977	)		5.82
Forfeited/Canceled		(449,075	)		3.37
Nonvested at April 1, 2012		1,132,565		$	1.85

Service-Based Stock Awards

The fair value of the service-based stock awards granted in 2012 was based on the closing market price of our common stock on the date of award and is being amortized to expense on a straight-line basis over a vesting period of 3 years.  A summary of our service-based stock award activity and related information for 2012 is as follows:

				Weighted-
	Number			Average
	of			Grant Date
	Shares			Fair Value
Nonvested at January 2, 2012		285,016		$	4.22
Granted		474,421			1.57
Vested		(6,084	)		9.48
Forfeited/Canceled		(275	)		9.48
Nonvested at April 1, 2012		753,078		$	2.51

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EARNINGS PER SHARE

3 Months Ended

Apr. 01, 2012

EARNINGS PER SHARE

NOTE 4 – EARNINGS PER SHARE

The number of shares outstanding for calculation of earnings per share (EPS) is as follows:

	13 Weeks Ended
	April 1,		April 3,
(Shares in thousands)	2012		2011
Weighted average shares outstanding - basic		29,117		28,976
Effect of potentially dilutive securities		-		21
Weighted average shares outstanding - diluted		29,117		28,997

Due to the net loss for the 13-week period ended April 1, 2012, no outstanding options or unvested shares were included in the diluted EPS calculation because they would automatically result in anti-dilution.  No outstanding options were included in the computation of diluted EPS for the 13-week period ending April 3, 2011 because the exercise price of the options was greater than the average market price at the end of the period; therefore, the effect would be anti-dilutive.

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SUBSEQUENT EVENTS

3 Months Ended

Apr. 01, 2012

SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

The Company has evaluated for disclosure all subsequent events through the date the financial statements were issued and filed with the United States Securities and Exchange Commission.

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SEGMENT REPORTING

3 Months Ended

Apr. 01, 2012

SEGMENT REPORTING

NOTE 8 – SEGMENT REPORTING

Information about our operations by reportable segment for the 13-week periods ended April 1, 2012 and April 3, 2011 is as follows:

		Healthcare		Financial Services		Commercial Markets			Industrial		Total
Revenue from external customers	2012	$	57,050	$	43,471	$	37,608		$	19,520	$	157,649
	2011		60,672		43,306		40,331			20,580		164,889
Operating income (loss)	2012	$	2,568	$	1,571	$	(1,107	)	$	208	$	3,240
	2011		4,683		1,691		(293	)		789		6,870

Reconciling information between reportable segments and our consolidated financial statements is as follows:

	13 Weeks Ended
	April 1,			April 3,
	2012			2011
Segment operating income	$	3,240		$	6,870
Restructuring and other exit costs		(1,122	)		(74	)
Net periodic pension cost		(6,184	)		(5,679	)
Other unallocated		(53	)		(40	)
Total other expense		(688	)		(567	)
(Loss) income before income taxes	$	(4,807	)	$	510

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PENSION PLANS

3 Months Ended

Apr. 01, 2012

PENSION PLANS

NOTE 6 – PENSION PLANS

Net periodic benefit cost includes the following components:

	13 Weeks Ended
	April 1,			April 3,
	2012			2011
Interest cost	$	5,042		$	5,464
Expected return on plan assets		(5,626	)		(5,858	)
Amortization of net actuarial losses from prior periods		5,785			6,073
Settlement loss		983			-
Total	$	6,184		$	5,679

As a result of associates retiring in 2012 and electing a lump-sum payment of their pension benefits under our non-qualified retirement plan, we recognized a non-cash settlement loss during the first quarter of 2012.  A pension settlement is recorded when the total lump sum payments for a year exceed total service and interest costs to be recognized for that year.  As part of the settlement, we recognized a pro-rata portion of the unrecognized net losses included in accumulated other comprehensive losses equal to the percentage reduction in the pension benefit obligation.

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POSTRETIREMENT BENEFIT PLANS

3 Months Ended

Apr. 01, 2012

POSTRETIREMENT BENEFIT PLANS

NOTE 7 – POSTRETIREMENT BENEFIT PLANS

We terminated our postretirement healthcare plan in the third quarter of 2011 and no longer offer medical benefits to retired employees.  Net postretirement benefit cost for 2011includes the following components:

	13 Weeks Ended
	April 3, 2011
Interest cost	$	54
Amortization of prior service credits		(1,226	)
Amortization of net actuarial losses from prior periods		114
Total	$	(1,058	)

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Apr. 01, 2012

COMMITMENTS AND CONTINGENCIES

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company has participated with other Potentially Responsible Parties (“PRPs”) in the investigation, study, and remediation of the Pasco Sanitary Landfill Superfund Site (the “Pasco Site”) in eastern Washington State since 1998.  The Company was a member of a PRP Group known as the Industrial Waste Area Generators Group II (the “IWAG Group”).  In 2000, the IWAG Group and several other PRP groups entered into agreed orders with the Department of Ecology for implementation of interim remedial actions and expansion of groundwater monitoring.  In September 2010, the group entered into a new agreement creating the IWAG Group III.  The new agreement changed the allocation of responsibility among the members, which resulted in a significant decrease in our level of participation.  Based upon new investigations, it was also deemed probable that participation by certain other PRPs would increase for costs expected to be incurred after 2010.  At this time, an agreement has not yet been reached on the final remediation approach.  We have accrued our best estimate of our obligation and have an undiscounted liability of $1,213 that we currently believe is adequate to cover our portion of the total future potential costs of remediation.  We expect the costs to be incurred over a period of 60 years; however, the current proposed remediation approach could require monitoring for a longer period of time.  This estimate is contingent upon the final remedy agreed upon, the participation of other PRPs, the length of monitoring required, and the final agreed upon allocation.  Until a final remediation approach is approved and a final agreement is reached among all PRPs, it is reasonably possible that one or more of these factors could change our estimate; however, we are unable to determine the impact at this time.

From 1995 through 2003, the Company participated with other PRPs in the investigation, study, and remediation of the Valleycrest Landfill Site (the “Valleycrest Site”) in western Ohio.  The Company is a member of a PRP Group known as the Valleycrest Landfill Site Group (the “VLSG”).  In 2003, General Motors Corporation (“GM”) stepped into the Company’s position under the Site Participation Agreement and in return for $270, agreed to indemnify the Company against certain future liability in connection with the Valleycrest Landfill Site.  Therefore, we did not previously record a liability for potential remediation costs.  In 2009, we were notified that in connection with GM’s bankruptcy filing, GM does not plan to continue contributions to the site, including its contractual obligation to indemnify the Company for future liability.  We believe that it is probable the Company will participate in remediation actions.  A remedial investigation and feasibility study was conducted by the VLSG which indicated a range of viable remedial approaches.  During 2010, we obtained an updated estimate of costs for possible final remedies.  At this early stage, a final remediation approach has not been selected, and we have accrued the estimate of our obligation based on the most likely approach.  In addition, we have also determined that GM will likely not be required to fund their originally allocated portion of the environmental costs.  However, GM has entered into an agreement with the VLSG to fund a small portion of these costs through bankruptcy settlements.  We have an undiscounted long-term liability of $2,336 that we currently believe is adequate to cover our portion of the total future potential costs of remediation, which are expected to be incurred over a period of 30 years.  This estimate is contingent upon the final remedy agreed upon, the participation of other PRPs not currently in the VLSG, and the final agreed upon allocation.  Until a final remediation approach is approved and a final agreement is reached among all PRPs, it is reasonably possible that one or more of these factors could change our estimate; however, we are unable to determine the impact at this time.

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Apr. 01, 2012	Jan. 01, 2012
CURRENT ASSETS
Cash and cash equivalents	$ 1,534	$ 1,569
Accounts receivable, less allowance for doubtful accounts of $3,388 and $3,230	107,532	113,403
Inventories	51,196	48,822
Prepaid expense	10,075	9,058
Total current assets	170,337	172,852
PLANT AND EQUIPMENT
Land	1,900	1,919
Buildings and improvements	65,209	65,111
Machinery and equipment	185,696	186,547
Office equipment	165,046	165,017
Construction in progress	1,349	1,758
Total	419,200	420,352
Less accumulated depreciation	350,132	346,402
Total plant and equipment, net	69,068	73,950
OTHER ASSETS
Goodwill	7,456	7,456
Intangible assets, net	6,750	7,023
Deferred tax asset	23,991	23,996
Other	8,800	8,584
Total assets	286,402	293,861
CURRENT LIABILITIES
Current portion of long-term debt	2,332	2,470
Accounts payable	38,921	32,259
Accrued compensation	14,717	13,019
Accrued restructuring and other exit costs	5,129	5,660
Deferred revenue	4,779	5,345
Deferred income taxes	2,887	2,887
Other current liabilities	20,136	21,803
Total current liabilities	88,901	83,443
LONG-TERM LIABILITIES
Long-term debt	56,174	60,149
Pension benefit obligation	227,377	236,206
Deferred compensation	4,240	5,777
Environmental liabilities	3,688	3,753
Other long-term liabilities	3,670	3,586
Total long-term liabilities	295,149	309,471
COMMITMENTS AND CONTINGENCIES - see Note 9
SHAREHOLDERS' DEFICIT
Capital in excess of par value	65,968	65,307
Accumulated other comprehensive losses	(204,353)	(210,173)
Retained earnings	59,812	64,924
Treasury stock at cost: 2,021,047 and 2,014,320 shares	(50,236)	(50,225)
Total shareholders' deficit	(97,648)	(99,053)
Total liabilities and shareholders' deficit	286,402	293,861
Common Stock
SHAREHOLDERS' DEFICIT
Common stock	26,436	26,389
Common Class A
SHAREHOLDERS' DEFICIT
Common stock	$ 4,725	$ 4,725

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RESTRUCTURING CHARGES

3 Months Ended

Apr. 01, 2012

RESTRUCTURING CHARGES

NOTE 3 – RESTRUCTURING CHARGES

The 2011 and 2009 restructuring plans and other exit activities are described in Note 4 to the Consolidated Financial Statements included in our Annual Report.  All related costs are included in restructuring and other exit costs in the accompanying Consolidated Statements of Income.

2011 Plans

Restructuring and other exit costs of $1,081 in 2012 relate to fees to a third party to assist with the program implementation.  Components of restructuring and other exit costs consist of the following:

	Total		Total		Cumulative
	Expected		Q1 2012		To-Date
	Costs		Expense		Expense
Involuntary termination costs	$	5,480	$	-	$	5,480
Contract termination costs		470		-		-
Other associated exit costs		3,250		1,081		1,081
Total	$	9,200	$	1,081	$	6,561

A summary of the accrual activity is as follows:

	Balance		Accrued		Incurred			Balance
	2011		in 2012		in 2012			2012
Involuntary termination costs	$	5,480	$	-	$	(898	)	$	4,582
Other associated exit costs		-		465		-			465
Total	$	5,480	$	465	$	(898	)	$	5,047

2009 Plans

Restructuring and other exit costs of $41 in 2012 and $74 in 2011 relate to costs required to be expensed as incurred.  Components of restructuring and other exit costs consist of the following:

	Total		Total		Cumulative
	Expected		Q1 2012		To-Date
	Costs		Expense		Expense
Involuntary termination costs	$	2,881	$	-	$	2,881
Contract termination costs		1,700		6		1,546
Other associated exit costs		8,200		35		8,192
Total	$	12,781	$	41	$	12,619

A summary of the accrual activity is as follows:

	Balance		Accrued		Incurred			Balance
	2011		in 2012		in 2012			2012
Contract termination costs	$	180	$	6	$	(104	)	$	82
Total	$	180	$	6	$	(104	)	$	82