Staples 2014 Annual Report Download

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2014 Annual Report | Notice of Annual Meeting and Proxy Statement

Table of contents

  • Page 1
    2014 Annual Report | Notice of Annual Meeting and Proxy Statement

  • Page 2
    ... breakroom supplies, furniture, safety supplies, medical supplies and copy & print services. Staples also offers free shipping for Staples Rewards® members, in most cases overnight. Headquartered outside of Boston, Staples operates in North and South America, Europe, Asia, Australia and New Zealand...

  • Page 3
    ... breakroom supplies, furniture, technology, print and promotional products. Over the past two years, we've increased the number of specialists who are focused on driving growth in these categories, and we're seeing solid returns on this investment. During 2014, we delivered double-digit growth in...

  • Page 4
    ...of responding to shareholder feedback, and its focus on strong corporate governance and value creation have been key drivers of Staples' long-term success. Bob Nakasone, our independent lead director, will retire from our Board at our 2015 annual meeting after 28 years of outstanding service. Justin...

  • Page 5
    ...elect eleven members of the Board of Directors to hold office until the 2016 Annual Meeting of Shareholders or until their respective successors have been elected or appointed. To approve an amendment to the 2012 Employee Stock Purchase Plan increasing the number of shares of common stock authorized...

  • Page 6
    ...Internet Item (1) To elect eleven members of the Board of Directors to hold office until the 2016 Annual Meeting of Shareholders or until their respective successors have been elected or appointed. (2) To approve an amendment to the 2012 Employee Stock Purchase Plan increasing the number of shares...

  • Page 7
    ... of the Board, CRA International, Inc. Ronald L. Sargent Chairman and CEO, Staples, Inc. Robert Sulentic President and CEO, CBRE, Inc. Raul Vazquez Director and CEO, Oportun Vijay Vishwanath Partner, Bain & Company Paul F. Walsh Operating Partner, Calera Capital A: Audit |: Member N&CG: Nominating...

  • Page 8
    ... at the 2016 Annual Meeting of Shareholders. Executive Compensation - we replaced the total company sales metric with gross margin dollars for our 2015 annual cash incentive awards to place greater emphasis on driving profitability. Independent Chair Policy - we adopted a policy to require that...

  • Page 9
    ... sustainability strategy and 2020 performance goals to benefit the environment, our customers and our business Community & Giving • Enabling associates globally to direct funds to organizations they care about through the 2 Million & Change grant program • Providing educational support in times...

  • Page 10
    ...CD&A Highlights Executive Summary 2014 Compensation Program Plan Design & Compensation Process Other Matters Compensation Committee Report Executive Compensation Tables Equity Compensation Plan Information at 2014 Fiscal Year End Compensation Committee Interlocks and Insider Participation Section 16...

  • Page 11
    ... INC. 500 Staples Drive Framingham, Massachusetts 01702 PROXY STATEMENT For the Annual Meeting of Shareholders on June 1, 2015 This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors ("Board") of Staples, Inc. ("we," "us," "Staples" or the "Company...

  • Page 12
    ..., the Board will periodically make a determination as to the appropriateness of its policies in connection with the recruitment and succession of the Chairman and CEO. Management Supported Proxy Access at 3%/3 years - We worked closely with our shareholders in developing a proxy access framework...

  • Page 13
    ...family members is a partner of our independent registered public accounting firm or was a partner or employee of such firm who worked on our audit during the past three years. • None of our executive officers is on the compensation committee of the board of directors of a company that has employed...

  • Page 14
    ... information about sales of office supply products or related services, such as copying, branding of promotional products or technology services, to companies or organizations affiliated with our directors and our executive officers. All transactions reported with director-affiliated companies...

  • Page 15
    ... liaison between independent directors and the Chair. • Works with the Chair in the preparation of the agenda for each board meeting and pre-approves the schedules, agendas and information provided to the Board for each meeting. • Coordinates the annual performance review of the CEO. • Ensures...

  • Page 16
    ..., management and our internal auditors. The members of the Audit Committee are independent directors, as defined by its charter and the rules of the SEC and NASDAQ Stock Market. Key Objective The Audit Committee assists our Board in overseeing our accounting and financial reporting processes, the...

  • Page 17
    ...compensation program to help ensure that it does not encourage excessive risk-taking. âœ" Reviews and makes recommendations with respect to non-management Board compensation. âœ" Administers our clawback policy. âœ"Prepares the Compensation Committee Report required under the rules of the SEC. 2014...

  • Page 18
    ... Nominating and Corporate Governance Committee also focused heavily on investor feedback and developing responsive strategies to benefit all of the shareholders, including adopting the Independent Chair Policy and committing to a proxy access bylaw amendment. 14 STAPLES Notice of Annual Meeting of...

  • Page 19
    ... to accelerate our reinvention strategy with the proposed acquisition of Office Depot and put us in a stronger position to create long-term value for our shareholders." Rowland T. Moriarty Chairperson Other Committee Members Basil L. Anderson Paul F. Walsh Meetings in 2014 2 in person, 1 telephonic...

  • Page 20
    ...the Board and Board committee approved risk management strategy and for developing policies, controls, processes and procedures to identify and manage risks. In 2014, our Internal Audit team met with leaders from the functional areas of Staples to evaluate risks and to coordinate information sharing...

  • Page 21
    ... in connection with any changes to our compensation program. In addition, the Board and the Audit Committee receive presentations throughout the year from management regarding specific potential risks and trends as necessary. At each Board meeting, the Chairman and CEO addresses in a directors only...

  • Page 22
    ... of the independent directors. Shareholders who wish to send communications on any topic to our Board should address such communications to The Board of Directors, c/o Corporate Secretary, Staples, Inc., 500 Staples Drive, Framingham, Massachusetts 01702. 18 STAPLES Notice of Annual Meeting of...

  • Page 23
    ... and problem solving. Director Tenure Balance Over 10 years: 4 Less than 5 years: 4 Director Qualifications, Skills and Experience Audit, Financial Expertise Corporate Governance Consumer and Business Sales E-Commerce / Marketing International Operations IT Management & Security Technology...

  • Page 24
    ... Age: 70 Director Since: 1997 Current Staples Board Committees - Audit, Finance Skills and Experience - Audit, Financial Expertise - Consumer and Business Sales - Corporate Governance - International Operations - M&A/Integration - Risk Oversight - Strategy Public Company Boards Current - Becton...

  • Page 25
    ... (MGH). Age: 51 Director Since: Nominee Current Staples Board Committees - n/a Skills and Experience - Consumer and Business Sales - Ecommerce/Marketing - International Operations - IT Management and Security - Strategy Education - École Nationale Supérieure des Télécommunications (ENST) - Lyc...

  • Page 26
    ... since 2001. Age: 61 Director Since: 2007 Current Staples Board Committees - Compensation Skills and Experience - E-Commerce/Marketing - Leadership and Management - Real Estate - Retail - Strategy - Supply Chain and Logistics Public Company Boards Current - The TJX Companies, Inc. Prior - Amscan...

  • Page 27
    ... - Consumer and Business Sales - Corporate Governance - Ecommerce/Marketing - International Operations - Leadership and Management - M&A/Integration - Retail - Strategy - Supply Chain/Logistics Other Public Company Boards Current - The Kroger Co. - Five Below Prior - Home Depot (2011-2012) - Mattel...

  • Page 28
    ...increased 240%. Age: 43 Director Since: 2013 Current Staples Board Committees - Compensation Skills and Experience - Consumer and Business Sales - E-commerce/Marketing - International Operations - IT Management and Security - Leadership and Management - Retail - Supply Chain/Logistics Selected Other...

  • Page 29
    ... the world on the topic of growth and brand strategy. Age: 65 Director Since: 1990 Current Staples Board Committees - Finance, Compensation Skills and Experience - Audit, Financial Expertise - Consumer and Business Sales - E-commerce/Marketing - International Operations - IT Management and Security...

  • Page 30
    ... fiscal year 2014, on the second business day following the first regularly scheduled Board meeting, each of our Outside Directors received their annual restricted stock unit grants. The number of shares of restricted stock units to be granted is determined by dividing the fixed value by the closing...

  • Page 31
    ... 2015, Mr. Nakasone announced his decision to retire at the end of his term at the 2015 Annual Meeting. Upon Ms. Smith's departure from the Board in June 2014, all of the shares relating to her annual grant of restricted stock units were forfeited. (3) (4) (5) www.staplesannualmeeting.com STAPLES...

  • Page 32
    ... his decision to retire at the end of his term at the 2015 Annual Meeting. Upon Ms. Smith's departure from our Board in June 2014, all of the shares relating to her annual grant of restricted stock units were forfeited. (2) (3) (4) (5) (6) 28 STAPLES Notice of Annual Meeting of Stockholders

  • Page 33
    ... the account will be applied to the purchase of our common stock, up to the maximum number of shares for which the option was granted, currently at a 15% discount from the fair market value of our common stock on the last trading day of the purchase period. The 2012 ESPP has two components in order...

  • Page 34
    ...-plan unless superseded by the terms of such sub-plan. Eligibility Generally, individuals who are employees of Staples, including directors of Staples who are also employees, as well as employees of any of our designated subsidiaries or affiliates, on the first day of the applicable offering period...

  • Page 35
    ... number of shares determined by dividing (A) $12,500 by (B) the fair market value (as determined in accordance with the provisions of the 2012 ESPP) of common stock on the first trading day of the applicable offering period, or (2) such other number of shares as determined by the plan administrator...

  • Page 36
    ... terms. 2012 ESPP BENEFITS Each employee's participation in the 2012 ESPP, as amended, is purely voluntary. Future benefits under the 2012 ESPP are not currently determinable, as they will depend on the actual purchase price of our shares of common stock in future offering periods, the fair market...

  • Page 37
    ... social security taxes, as applicable. Distributions on our common stock will be treated as dividends to the extent paid from our current earnings and profits. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of a participant...

  • Page 38
    ... Stores since 2002 President Staples Europe since 2012 and Chief Financial Officer and EVP Finance Strategy from 1992-1996. CD&A HIGHLIGHTS PERFORMANCE OVERVIEW SHAREHOLDER OUTREACH & RESPONSE TO 2014 SAY-ON-PAY VOTE PLAN DESIGN & COMPONENTS OF EXECUTIVE COMPENSATION 35 36 37 I EXECUTIVE SUMMARY...

  • Page 39
    ... office supplies in North America • Added more than 100 category specialists which supported double-digit sales growth in our $3.4 billion beyond office supply business in North American Contract • Invested heavily in e-commerce capabilities, talent, and business customer acquisition in staples...

  • Page 40
    ... investors since the 2014 annual meeting, with constructive dialogue with stockholders representing more than 40% of shares. A summary of their perspectives is listed below. ฀ , Board Response and 2015 Changes overlapped with the new equity awards granted under our new program design, the 2013...

  • Page 41
    ... Elements of Base Annual Compensation Salary Incentives 11% 17% Long-Term Incentives 72% Fixed vs. Fixed Performance Based 11% Performance Based 89% Short-Term vs. Long-Term Short-Term 28% Long-Term 72% Cash vs. Equity Cash 28% Equity 72% NEO Average (excluding CEO) Target Opportunity Mix...

  • Page 42
    ... split the incentive program between RONA% and Sales Growth % targets. These awards ended in 2014, and we do not intend to grant new long-term cash awards this year, since they have been replaced by 3-year performance shares. Though these are legacy awards, our Summary Compensation Table will be...

  • Page 43
    ... year period No Annual Cash Incentive was earned in 2012 or 2013 10.8 2013 6.8 11.7 2014 6.7 0 5 10 15 Staples S&P 500 S&P Retail Total Shareholder Return 1 Year 3 Year 5 Year +35% +14% +20% +18% +62% +98% -16% +106% +197% 1 2 As Reported Pay includes Base Salary, Actual Annual and Long-Term...

  • Page 44
    ...for CEO, 3x to 4x for other NEOs) âœ" No employment agreements for NEOs âœ" Double trigger change in control provisions in severance agreements âœ" 3-year performance periods tied to TSR âœ" Rigorous, objective financial metrics on annual and long-term awards âœ" No excise tax gross-ups in executive...

  • Page 45
    ...year • Award earned may be increased or decreased by 25% based on the company's cumulative total shareholder return (TSR) over three year performance period relative to the S&P 500 • Staples' compensation philosophy is to target market median for base salary, annual cash incentive and long-term...

  • Page 46
    ... Beyond Office Supplies Sales Growth • Rewards achievement of long term business objectives and stockholder value creation • Propels engagement in long term strategic vision, with upside for superior performance • Retains successful and tenured management team RONA%, Sales Growth % CEO/NEO...

  • Page 47
    ... median of the peer group. The Committee recommended and the Board approved a 2.5% salary increase for the Chief Executive Officer. Mr. Sargent subsequently declined this salary increase and his 2014 salary remained the same as the prior year. Annual Cash Incentive Plan Awards The NEOs are eligible...

  • Page 48
    ... award for the threeyear performance periods 2013-2015 and 2014-2016. 3 Year Performance Period Achievement (2013 - 2015) 2013 (RONA% and Sales Growth%) 2014 (RONA% and Sales Growth%) 2015 (RONA% and Sales Growth%) Target Award ($) Target Award (Shares) Named Executive Officer Ronald L. Sargent...

  • Page 49
    ... the plan. Going forward into 2015, the only long-term incentive vehicle for executive officers are the performance shares. 2 Year Performance Period Achievement (2013 - 2014) 2013 (RONA% and Sales Growth%) 2014 (RONA% and Sales Growth%) Target Award Actual Payout Named Executive Officer Ronald...

  • Page 50
    ...policy that prohibits Staples from entering into any compensation, severance, or employment-related agreement that provides for a gross up payment to cover taxes triggered by a change in control, including taxes payable under Sections 280G and 4999 of the U.S. Internal Revenue Code. In January 2015...

  • Page 51
    ... earned in 2014 under the 2013-2014 long term cash plan. We are required under Summary Compensation Table rules to report grant date value for performance shares, and amounts actually earned for cash awards, so the change in long-term incentive compensation design makes year over year comparisons...

  • Page 52
    ... Staple's total shareholder return, earnings per share growth, return on invested capital and revenue growth, and compared them to the results generated by our peer companies. When the Committee performed its review in December 2014, complete fiscal year pay and performance data for the peer group...

  • Page 53
    ... to non-executive employees out of an annual pool of 600,000 shares. The annual pool is designed to be used between quarterly Committee meetings to facilitate making new hire and retention grants and to reward special accomplishments and achievements of associates. Awards from the annual pool are...

  • Page 54
    ...pledge of Staples' securities. Tax and Accounting Implications Under Section 162(m) of the U.S. Internal Revenue Code, certain executive compensation in excess of $1 million paid to our CEO and to our three most highly compensated officers (other than the CEO and CFO) whose compensation is required...

  • Page 55
    ... stock and long-term cash awards. The total target compensation opportunity for our CEO did not materially change for 2014, 2013 and 2012, but the awards are reported differently in the Summary Compensation Table. For more information, see the "CD&A" section of the proxy statement. The amounts shown...

  • Page 56
    ... Benefit Only, providing for Staples to pay his beneficiary upon his death. In fiscal year 2014, annual premiums paid under our long-term disability plans for Messrs. Sargent and Parneros were $16,836 and $3,570, respectively. • Tax preparation services. • Executive physical and registry program...

  • Page 57
    ... based on Staples' three-year TSR relative to the returns generated by the S&P 500 over the same period. The grant date fair value of these awards is based on the closing price of our common stock ($13.40) on March 5, 2014 (grant date). The table below provides additional information about the value...

  • Page 58
    ... NEO has satisfied the "Rule of 65" requirements (attainment of age 55 plus years of service to Staples is equal to or greater than 65), then the NEO is eligible for a prorated award based on the number of days the NEO was employed during the plan year. A prorated award will only be paid out if the...

  • Page 59
    ...Special Performance and Retention Awards was determined in March 2013 based on achievement of performance objectives over the fiscal year 2010-2012 performance period. 33% of such shares vested in March 2013, 33% vested in March 2014 and 34% vested in March 2015 based on continued service to Staples...

  • Page 60
    ... following table sets forth summary information regarding the outstanding equity awards held by each of the NEOs as of the end of our 2014 fiscal year. Option Awards Stock Awards Equity Equity Incentive Incentive Plan Awards: Plan Awards: Market or Number of Payout Value Unearned of Unearned Shares...

  • Page 61
    ... returns generated by the S&P 500 over the same period. See the "CD&A" section of this proxy statement for information about 2014 and 2013 goal achievement. Performance shares were paid out in March 2013 based on achievement of the performance objectives for fiscal years 2010 through 2012. Awarded...

  • Page 62
    ... for each of the NEOs during our 2014 fiscal year: Option Awards Number of Shares Acquired on Exercise (#) Value Realized Upon Exercise ($) Stock Awards Number of Shares Acquired Upon Vesting (#) Value Realized on Vesting ($) (1) Ronald L. Sargent Christine T. Komola John Wilson Joseph G. Doody...

  • Page 63
    ...their SERP balances. Benefits generally are paid to the participant in accordance with a predefined distribution schedule based on the requirements of Section 409A under the Internal Revenue Code. Executives may also contribute a portion of their Long Term Cash Incentive Plan payments; however, they...

  • Page 64
    ...Ronald L. Sargent * Cash Severance Payment Value of Accelerated Vesting of Incentive Compensation Continuation of Benefits Life Insurance Payout Survivor Death Benefit Payout Excise and 409A Tax...585 $0 $172,035 $0 $56,997 $0 $0 $0 $0 $0 $1,131,407 60 STAPLES Notice of Annual Meeting of Stockholders

  • Page 65
    ...Accelerated Vesting of Incentive Compensation. For Messrs. Sargent and Doody, who have met the age and service requirement under our Rule of 65 (as described under the caption "Accelerated Vesting of Awards" following the "Grants of Plan Based Awards for 2014 Fiscal Year" table earlier in this proxy...

  • Page 66
    ... a group long-term care insurance plan. The amounts listed are estimates based on the current policies in place after applying a reasonable benefit cost trend. Termination Following Change-in-Control Under our severance benefits agreements with the NEOs, if we terminate the NEO's employment without...

  • Page 67
    ... two year period subsequent to termination of his employment. Violation of any of the terms of these agreements entitles us to recover any severance payments and value received in connection with any equity awards. EQUITY COMPENSATION PLAN INFORMATION AT 2014 FISCAL YEAR END Number of Securities to...

  • Page 68
    ... Securities Exchange Act of 1934, and a review of written certifications provided by them to the Company, we believe that all of our directors and executive officers complied with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934. 64 STAPLES Notice of Annual Meeting...

  • Page 69
    ... pay with long term shareholder value creation. The "Executive Compensation" section of this proxy statement, including the "CD&A", describes in detail our executive compensation programs and the decisions made by the Compensation Committee with respect to the 2014 fiscal year ended January 31, 2015...

  • Page 70
    ... charter and the rules of the Rule 10A-3 of the Securities Exchange Act of 1934 and the applicable rules of the NASDAQ Global Select Market. The Audit Committee provides independent, objective oversight of Staples' financial reporting process on behalf of the Board of Directors. Management has the...

  • Page 71
    ... of approximately $316,000 and $322,000 in fiscal years 2014 and 2013, respectively, for services primarily related to employee benefit plan audits, due diligence and other reports required to satisfy regulatory requirements. Tax Fees Ernst & Young LLP billed us an aggregate of approximately...

  • Page 72
    ...Board's compensation committee. According to the 2014 Proxy (page 56), the potential payout to CEO Ronald L. Sargent under termination and a change in control as of Feb. 1, 2014 was approximately $23 million, more than seventeen times the average of his base salary plus bonus in the past three years...

  • Page 73
    ... of the senior executive's employment within two years after a change in control. Moreover, we have a policy prohibiting gross up payments to cover taxes triggered by a change in control in compensation, severance or employment related agreements. The Board believes that competitive severance...

  • Page 74
    ... over-extended with director duties at 4 public companies each. Ronald Sargent was given $10 million in 2013 Total Summary Pay. There was a 46% shareholder vote against Staples executive pay in 2014. GMI Ratings, an independent investment research firm, said Staples had not disclosed specific...

  • Page 75
    ...-year reinvention plans and the acquisition of Office Depot. Moreover, at this time the Board has an Independent Lead Director role with robust responsibilities. We announced in January 2015 the retirement of current Independent Lead Director Robert Nakasone from the Board at the 2015 annual meeting...

  • Page 76
    ... current director and nominee of the Staples Board for director; (3) each of the named executive officers listed in the Summary Compensation Table included in this proxy statement; and (4) by all current directors and executive officers as a group: Shares acquirable within 60 days (2) Total shares...

  • Page 77
    ... shares that may be distributed from a 401(k) plan account. Includes 52,077 shares owned by Sargent Family LLC, 1,279,768 shares owned by the Ronald L. Sargent Revocable Trust, 19,313 shares owned by the Jill Sargent Irrevocable Trust, 619,174 shares owned by Sargent Partners LLC and 42,269 shares...

  • Page 78
    ... meeting. You may obtain directions to the location of our Annual Meeting by writing, emailing or calling our Investor Relations department at 500 Staples Drive, Framingham, Massachusetts 01702, email: [email protected], or telephone: (800) 468-7751. What is the difference between a "shareholder...

  • Page 79
    ...accordance with the recommendations of the Board. Can I change or revoke my proxy after I return my proxy card? Yes. Any proxy may be changed or revoked by a shareholder at any time before it is exercised at the Annual Meeting by: • Submitting a properly signed proxy card with a later date that is...

  • Page 80
    ...you if you write, email or call our Investor Relations department at 500 Staples Drive, Framingham, Massachusetts 01702, email: [email protected], or telephone: (800) 468-7751. If you want to receive separate copies of the proxy statement, annual report or notice of Internet availability of proxy...

  • Page 81
    ...electronic delivery or access, please write, email or call our Investor Relations department at 500 Staples Drive, Framingham, Massachusetts 01702, email: [email protected], or telephone: (800) 468-7751. Securities and Exchange Commission Filings We file annual, quarterly and current reports, as...

  • Page 82
    ...stock purchase plan" under Section 423 of the Code; such options granted under the Non-423 Component shall be granted pursuant to rules, procedures or sub-plans adopted by the Administrator designed to achieve tax, securities laws or other objectives for Eligible Employees and the Company. Except as...

  • Page 83
    ... Board. (h) (i) "Common Stock" means the common stock of the Company. "Company" means Staples, Inc, a Delaware corporation, or any successor thereto. (j) "Compensation" means an Eligible Employee's regular base straight time gross earnings (including payments for piece work in the case of employees...

  • Page 84
    ...Offering Periods may be changed pursuant to Sections 4 and 21. the Code. (x) (y) "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of "Participant" means an Eligible Employee that participates in the Plan. (z) "Plan" means this Staples, Inc. 2012...

  • Page 85
    ... calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder. 4. Offering Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on...

  • Page 86
    ... number or value of the shares of Common Stock made available for purchase in a qualified period (e.g., twelve (12) month period) by Participants in specified countries or working for specified Employers, if necessary to avoid securities law filings, achieve tax objectives or to meet other Company...

  • Page 87
    ... taxable event related to the Plan occurs), including, for the avoidance of doubt, any liability to pay an employer tax or social insurance contribution which has been shifted from the Company or any Employer to the Participant as a matter of law or contract. At any time, the Company or the Employer...

  • Page 88
    ... number of shares of Common Stock purchased and the remaining cash balance, if any. 19. No Right to Employment. Participation in the Plan by a Participant shall not be construed as giving a Participant the right to be retained as an employee of the Company or a Subsidiary or Affiliate, as applicable...

  • Page 89
    ... Period by setting a New Exercise Date, including an Offering Period underway at the time of the Administrator action; Contributions; and Offering Period. (iv) (v) reducing the maximum percentage of Compensation a Participant may elect to set aside as reducing the maximum number of shares of Common...

  • Page 90
    ... lawful issuance and sale of any shares under the Plan, or the approval of any securities exchange or market system upon which the Common Stock may then be listed, if any, deemed by the Company's legal counsel to be necessary to the issuance and sale of any shares under the Plan in compliance with...

  • Page 91
    ... that the amount of any cash dividend paid or payable by the Company with respect to the employee's Captive Shares is paid in the form of Common Stock instead of cash. 32. Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such...

  • Page 92

  • Page 93
    ...than $13.8 million to non-profit organizations around the world through Staples Foundation, corporate charitable giving programs, in-kind donations and cause marketing efforts. • Through the 2 Million & Change program, enabled more than 9,000 associates globally to direct $2.4 million to more than...

  • Page 94
    ... to Canada's 2014 Clean50 list, one of Canada's most prestigious environmental recognitions. • Staples Canada's Recycle for Education Contest won the Canadian Office Products Association (COPA) Award for Corporate Social Responsibility Leadership - Program. 2 STAPLES Notice of Annual Meeting of...

  • Page 95
    ... organization) Five Hundred Staples Drive, Framingham, MA 01702 (Address of principal executive office and zip code) 508-253-5000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: 04-2896127 (I.R.S. Employer Identification No.) Title...

  • Page 96
    ... view the industry in which we sell our products and services as large, fragmented, and diversified. We reach our customers through contract, online, and retail sales channels. Our retail stores primarily target small businesses, home offices and consumers. Our public websites primarily target small...

  • Page 97
    ...chain. Staples Australia serves primarily contract and government customers in Australia and New Zealand. In addition, we operate a public website which targets small business and home office customers. Our strategies focus on improving sales force productivity by increasing customer acquisition and...

  • Page 98
    ... offers, and promote enhanced direct marketing and customer loyalty programs to drive higher sales across all our channels. Supply Chain We operate two networks to fulfill the majority of our replenishment and delivery needs in North America. Our network of 61 delivery fulfillment centers supports...

  • Page 99
    ... on business customers; our tenured management team's ability to respond to the dynamic markets in which we operate and the changing needs of our customers; courteous, helpful and knowledgeable associates focused on making shopping easy for customers; a wide assortment of products and services, in...

  • Page 100
    ... in 1992, including Senior Vice President of Staples Direct, Senior Vice President of Brand Marketing, and Vice President of Contract & Commercial. Christine T. Komola, age 47 Ms. Komola has served as Executive Vice President and Chief Financial Officer since March 2013. Prior to that she served as...

  • Page 101
    ... date of this report (unless another date is indicated). We disclaim any obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. ITEM 1A. RISK FACTORS Risks Related to the Acquisition of Office Depot Completion of the merger...

  • Page 102
    ..., acquisitions and other general corporate purposes and may create competitive disadvantages relative to other companies with lower debt levels. If we do not achieve the expected benefits and cost savings from the merger, or if the financial performance of the combined company does not meet current...

  • Page 103
    ..., in 2014 we announced a plan to reduce costs by $500 million on an annualized basis by the end of fiscal year 2015. We also announced a plan to close at least 225 of our retail stores in North America by the end of 2015. As a result, we recorded pre-tax charges of $244.7 million in 2014 related to...

  • Page 104
    ...store personal information in connection with our customers purchasing products or services, enrolling in our promotional or rewards programs, registering on our web site or otherwise communicating or interacting with us. We also accept payments using a variety of methods, including debit and credit...

  • Page 105
    ... other risks associated with global sourcing. Our product offering includes Staples, Quill and other proprietary branded products and services, which represented approximately 28% of our sales in fiscal 2014 and which typically generate higher margins than national brand products and services. Our...

  • Page 106
    ...and technology to sell and deliver our products and services and operate our business, including systems to track inventory, to process and record transactions, to generate financial reports and to communicate with our associates, vendors and customers. As we continue to accelerate our growth online...

  • Page 107
    ...also operated 109 distribution and fulfillment centers in 28 states in the United States, 7 provinces in Canada, and in Austria, Denmark, Finland, France, Germany, Italy, the Netherlands, Norway, Poland, Portugal, Spain, Sweden, the United Kingdom, China, Argentina, Brazil and Australia. STAPLES 13

  • Page 108
    The following table sets forth the locations of our facilities as of January 31, 2015: Retail Stores Country/State/Province/Region/Territory Number of Stores Country/State/Province/Region/Territory Number of Stores United States Alabama Arizona Arkansas California Colorado Connecticut Delaware ...

  • Page 109
    ...by us with initial lease terms expiring between 2015 and 2026. In most instances, we have renewal options at increased rents. Leases for 139 of the existing stores provide for contingent rent based upon sales. We own our Framingham, Massachusetts corporate office, which consists of approximately 650...

  • Page 110
    ... table sets forth for the periods indicated the high and low sales prices per share of our common stock on the NASDAQ Global Select Market, as reported by NASDAQ. High Low Fiscal Year Ended January 31, 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Ended February 1, 2014...

  • Page 111
    ...31 Issuer Purchases of Equity Securities The following table provides information about our purchases of our common stock during the fourth quarter of fiscal 2014: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) Approximate Dollar Value of Shares that May Yet Be...

  • Page 112
    ...regarding securities authorized for issuance under our equity compensation plans, please see Note K - Equity Based Employee Benefit Plans in the Notes to the Consolidated Financial Statements contained in this Annual Report on Form 10-K. At March 4, 2015, we had 4,546 holders of record of our common...

  • Page 113
    ... 31, 2015, management, the chief executive officer and the chief financial officer concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level at that date. 2. Internal Control over Financial Reporting (a) Management's Annual Report on Internal...

  • Page 114
    ...of January 31, 2015 and February 1, 2014 and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended January 31, 2015 of Staples, Inc. and our report dated March 6, 2015 expressed an unqualified opinion...

  • Page 115
    ... 2015 Annual Meeting of Stockholders (the "Proxy Statement"), which we will file with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Report. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Certain information required...

  • Page 116
    ... Staples, Inc. are included as Appendix C of this Report: 1. Financial Statements. • Consolidated Balance Sheets - January 31, 2015 and February 1, 2014; • Consolidated Statements of Income - Fiscal years ended January 31, 2015, February 1, 2014 and February 2, 2013; • Consolidated Statements...

  • Page 117
    ... duly authorized, on March 6, 2015. STAPLES, INC. By: /s/ RONALD L. SARGENT Ronald L. Sargent, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following...

  • Page 118
    ... loss on disposal related to the sale of the Company's European Printing Systems Division business ("PSD"). Working capital in 2012 excludes the current assets and current liabilities of discontinued operations. Income from continuing operations for this period reflects pre-tax charges of $811...

  • Page 119
    ... America by the end of fiscal year 2015. In addition, as part of our continuing efforts to transform our business, we announced a cost savings plan to generate annualized pre-tax savings of approximately $500 million by the end of fiscal 2015. In 2014 we incurred $244.7 million of charges related...

  • Page 120
    ...of financing, we currently plan to use approximately $500 million of internally-generated cash to finance the acquisition. As a result of the proposed acquisition, we expect to generate at least $1 billion of annualized cost synergies by the third full fiscal year post-closing. The majority of these...

  • Page 121
    ... impact from changes in foreign exchange rates, an approximate 1% negative impact from store closures in North America, and to a lesser extent, ongoing weakness in our European businesses. These declines were partly offset by a 2.8% sales increase in North American Commercial and STAPLES B-3

  • Page 122
    ... breakroom supplies, furniture and copy and print services. Gross Profit: Gross profit as a percentage of sales was 25.8% for 2014 compared to 26.1% for 2013. The decrease in gross profit rate was driven by pricing investments in Staples.com and Quill, and increased delivery expense in North America...

  • Page 123
    ... store closures in North America and Europe, and a $156.6 million unfavorable impact from changes in foreign exchange rates, partially offset by growth in our North American online businesses and in North American Commercial. Declines in office supplies, business machines and technology accessories...

  • Page 124
    ...sell and deliver products and services directly to businesses and includes Staples Advantage and Quill.com. The International Operations segment consists of businesses that sell and deliver products and services directly to consumers and businesses in 23 countries in Europe, Australia, South America...

  • Page 125
    ... compensation. North American Commercial 2014 Compared with 2013 Sales increased 2.8% for 2014 compared to 2013. The increase was primarily due to increased sales of facilities and breakroom supplies, furniture, business machines and technology accessories, and promotional and print solutions...

  • Page 126
    ... costs in Europe as we transition to a more centralized pan-European business model. 2013 Compared with 2012 Sales decreased 10.7% for 2013 compared to 2012. Sales for 2013 include $80.8 million of revenue related to the additional week in 2012. Excluding the 53rd week, sales decreased 9% for 2013...

  • Page 127
    ...our European and Australian operations, we used projection periods of five to seven years, while in our emerging market businesses we used an eleven year projection period which reflects management's expectations of the development time for these growth-oriented businesses. In general, our reporting...

  • Page 128
    ...judgment on the part of management. In 2014 we recorded impairment charges of $60.1 million, of which $36.0 million related to fixed assets at North American retail stores that are closing pursuant to our plan to close at least 225 North American stores by the end of 2015. In addition, we determined...

  • Page 129
    ... the prior year. Stores become comparable as of the beginning of the 13th full fiscal month in which they are open. For stores that we close, the stores remain comparable through their last full fiscal monthly period of sales. For relocations, if the new store location opens within four days of the...

  • Page 130
    ... our share repurchase plans. In 2013, the Company paid shareholders cash dividends of $0.48 per share for a total of $312.5 million, an increase from the $0.44 per share for a total of $294.1 million paid in 2012. Contractual Obligations and Commercial Commitments A summary, as of January 31, 2015...

  • Page 131
    ... cards, documents, wedding invitations, stationery and more. We plan to invest in PNI so that we can leverage its platform to grow our copy and print businesses, as well as to help PNI grow its existing customer base. We are committed to maintaining our current quarterly dividend of $0.12 per share...

  • Page 132
    ...had no interest rate swap agreements outstanding as of January 31, 2015 and February 1, 2014. Foreign Currency Risk We are exposed to foreign exchange risks through our business operations and investments in subsidiaries in Canada, Europe, Australia, South America and Asia. The currencies for which...

  • Page 133
    ... FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets - January 31, 2015 and February 1, 2014 Consolidated Statements of Income - Fiscal years ended January 31, 2015, February 1, 2014 and February 2, 2013 Consolidated Statements of Comprehensive...

  • Page 134
    ... C REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Staples, Inc. We have audited the accompanying consolidated balance sheets of Staples, Inc. and subsidiaries as of January 31, 2015 and February 1, 2014, and the related consolidated statements of...

  • Page 135
    ...STAPLES, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Dollar Amounts in Thousands, Except Share Data) January 31, 2015 February 1, 2014 ASSETS Current assets: Cash and cash equivalents Receivables, net Merchandise inventories, net Deferred income tax assets Prepaid expenses and other current...

  • Page 136
    APPENDIX C STAPLES, INC. AND SUBSIDIARIES Consolidated Statements of Income (Dollar Amounts in Thousands, Except Share Data) Fiscal Year Ended January 31, 2015 February 1, 2014 February 2, 2013 Sales Cost of goods sold and occupancy costs Gross profit Operating expenses: Selling, general and ...

  • Page 137
    ... Statements of Comprehensive Income (Dollar Amounts in Thousands) Fiscal Year Ended January 31, 2015 February 1, 2014 February 2, 2013 Consolidated net income (loss) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments Disposal of foreign business, net Changes...

  • Page 138
    ... stock options exercised Shares issued upon grant of Restricted Stock Awards and vesting of Restricted Stock Units, net of forfeitures Tax benefit on exercise of options Stock-based compensation Sale of common stock under employee stock purchase plan Net loss for the year Common stock dividend Other...

  • Page 139
    ... exercised Shares issued upon grant of Restricted Stock Awards and vesting of Restricted Stock Units, net of forfeitures Net tax expense related to shortfall on exercise of stock options Stock-based compensation Sale of common stock under employee stock purchase plan Net income for the year Common...

  • Page 140
    ...stock options and sale of stock under employee stock purchase plans Proceeds from borrowings Payments on borrowings and capital lease obligations Early settlement of debt Purchase of noncontrolling interest Cash dividends paid Excess tax benefits from stock-based compensation arrangements Repurchase...

  • Page 141
    ...and services directly to businesses and includes Staples Advantage and Quill.com. The International Operations segment consists of business units that sell and deliver products and services directly to customers in 23 countries in Europe, Australia, South America and Asia. Basis of Presentation: The...

  • Page 142
    ... or services have been rendered, the selling price is fixed or determinable, and collectibility is reasonably assured. Revenue is recognized for product sales at the point of sale for the Company's retail operations and at the time of shipment for its delivery sales. The Company offers its customers...

  • Page 143
    .... The cost of communicating an advertisement is expensed when the communication occurs. Total advertising and marketing expense was $495.9 million, $498.9 million and $533.6 million for 2014, 2013 and 2012, respectively. Stock-Based Compensation: The Company accounts for stock-based compensation in...

  • Page 144
    ... annualized pre-tax savings of approximately $500 million by the end of fiscal 2015. The Company expects the savings to come from global supply chain, retail store closures and labor optimization, non-product related costs, IT hardware and services, marketing, sales force, and customer service...

  • Page 145
    ...the Company's corporate headquarters and North American operations. The Company expects to substantially complete the actions required under the 2013 Plan by the end of fiscal 2015. During 2014, the Company recorded adjustments to increase the employee-related liability associated with the 2013 Plan...

  • Page 146
    ... and $30 million related to the North American Stores & Online segment. The Company does not expect to incur material costs in future periods in connection with the 2012 Plan. The actions required under the 2012 Plan were substantially complete by the end of fiscal 2013. The table below shows...

  • Page 147
    ... Statements (continued) The Company expects that payments related to employee related liabilities associated with the 2012 Plan will be substantially completed by the end of 2015. The Company anticipates payments related to facility lease obligations will be complete by fiscal year 2024. During 2014...

  • Page 148
    ... growth. In conjunction with the Company's annual cycle for planning and budgeting, in the fourth quarter of 2014 the Company updated its fiscal 2015 and long-term financial projections for its reporting units. The resulting sales growth outlook for the Australia, China and South America reporting...

  • Page 149
    ...the related assets which were derived using a DCF valuation analysis. During 2012, the Company closed 46 retail stores in Europe and 15 retail stores in the United States and consolidated several sub-scale delivery businesses in Europe (see Note B Restructuring Charges). As a result of these planned...

  • Page 150
    ... business has not been presented as a discontinued operation in the Company's consolidated financial statements. Smilemakers, Inc. was a component of the Company's North American Commercial segment. During 2014 the Company also completed the sales of a small business in Europe and a small business...

  • Page 151
    ...Financial Statements (continued) NOTE E - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The major components of Accrued expenses and other current liabilities are as follows (in thousands): January 31, 2015 February 1, 2014 Taxes Employee related Acquisition and restructuring reserves Advertising...

  • Page 152
    ..., acquisitions and share repurchases. Maturities of the Commercial Paper Notes vary, but may not exceed 397 days from the date of issue. During 2014, the Company borrowed under the Commercial Paper Program to support its seasonal working capital requirements. The maximum amount outstanding under...

  • Page 153
    ... table shows the Company's assets and liabilities as of January 31, 2015 and February 1, 2014 that are measured and recorded in the financial statements at fair value on a recurring basis (in thousands): January 31, 2015 Quoted Prices in Active Markets for Identical Assets or Liabilities Level...

  • Page 154
    ... the agreements in October 2013, had collected $720 million and paid 750 million Canadian dollars per the terms of the contracts. The forward agreements were accounted for as a fair value hedge. In 2012, the Company settled 500 million Canadian dollars of the notional amount relating to this forward...

  • Page 155
    ... some point of sale systems at 115 of the Company's more than 1,400 U.S. retail stores may have allowed access to transaction data at those affected stores. As a result, cardholder names, payment card numbers, expiration dates, and card verification codes for approximately 1.16 million payment cards...

  • Page 156
    ...): January 31, 2015 February 1, 2014 Deferred income tax assets: Deferred rent Foreign tax credit carryforwards Net operating loss carryforwards Capital loss carryforwards Employee benefits Bad debts Inventory Insurance Deferred revenue Depreciation Financing Accrued expenses Store closures Other...

  • Page 157
    ... C STAPLES, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) The provision (benefit) for income taxes related to continuing operations consists of the following (in thousands): 2014 2013 2012 Current tax expense: Federal State Foreign Deferred tax expense (benefit...

  • Page 158
    ..., 2013 and 2012, respectively. As of January 31, 2015, Staples had $71.6 million of unamortized stock compensation expense associated with its equity-based plans, which will be expensed over a weighted-average period of 1.5 years. Stock Award Plan Under the 2014 Stock Incentive Plan, the Company...

  • Page 159
    ...the end of the three year performance period. The agreements entered into in April 2013 pertained to fiscal years 2013, 2014 and 2015, with an aggregate targeted number of shares for each year of 0.5 million. Vesting for the 2013 and 2014 tranches is 50% based on satisfaction of certain sales growth...

  • Page 160
    ...an employee's annual base compensation. Effective beginning in the third quarter of 2014, the 2012 Employee Stock Purchase Plan was amended such that the purchase price is based on 85% of the market price of the common stock at the end of the offering period. During 2014 and 2013, the Company issued...

  • Page 161
    ...tables present a summary of the total net cost recorded in the consolidated statement of income for the pension and post-retirement life insurance benefit plans for 2014, 2013 and 2012 (in thousands): 2014 Pension Plans U.S. Plans International Plans Total Post-retirement Benefit Plan Total Service...

  • Page 162
    ... Statements (continued) The following table presents the changes in benefit obligations during 2013 and 2014 (in thousands): Post-retirement Benefit Plans Total Total Pension Plans U.S. Plans International Plans Projected benefit obligation at February 2, 2013 Service cost Interest cost Plan...

  • Page 163
    ... table presents the assumptions used to measure the net periodic cost and the year-end benefit obligations for the defined benefit pension and post-retirement benefit plans for 2014, 2013 and 2012: 2014 Pension Plans U.S. Plans International Plans Post-retirement Benefit Plan Weighted-average...

  • Page 164
    ... Financial Statements (continued) 2013 Pension Plans U.S. Plans International Plans Post-retirement Benefit Plan Weighted-average assumptions used to measure net periodic pension cost: Discount rate Expected return on plan assets Rate of compensation increase Weighted-average assumptions...

  • Page 165
    ...in reviewing investment strategy, with final decisions on asset allocation and investment managers made by local trustees. The Company's pension plans' actual and target asset allocations at January 31, 2015 and February 1, 2014 are as follows: January 31, 2015 Actual U.S. Plans International Plans...

  • Page 166
    ...the years ended January 31, 2015 and February 1, 2014 respectively. Commodities are valued using the net asset value method in which an average of the market prices for the underlying investments is used; the insurance contracts are based on discounted future cash flows. (2) (3) (4) The change in...

  • Page 167
    ... are based on a matching formula and vesting period similar to the 401(k) Plan. The expense associated with the Company's match for the Staples 401(k) Savings Plan and for contributions related to certain foreign defined contribution plans for 2014, 2013 and 2012 was $39.7 million, $40.7 million and...

  • Page 168
    ... Statements (continued) NOTE M - ACCUMULATED OTHER COMPREHENSIVE LOSS The following table details the changes in accumulated other comprehensive loss for 2014, 2013 and 2012 (in thousands): Foreign Currency Accumulated Other Translation Adjustment Derivative instruments Deferred Benefit Costs...

  • Page 169
    ...affected by the reclassification adjustments during 2014, 2013 and 2012 (in thousands): Amount reclassified from AOCL 52 Weeks Ended January 31, 2015 52 Weeks Ended February 1, 2014 53 Weeks Ended February 2, 2013 Selling, general and administrative Gain on sale of businesses, net Income before tax...

  • Page 170
    ... services directly to consumers and businesses in 23 countries in Europe, Australia, South America and Asia. Staples' North American Stores & Online and North American Commercial segments are managed separately because the way they sell and market products is different and the classes of customers...

  • Page 171
    ...table shows the Company's sales by each major category as a percentage of total sales for the periods indicated: Fiscal Year Ended January 31, 2015 February 1, 2014 February 2, 2013 Core office supplies Ink and toner Business technology Paper Facilities and breakroom Computers and mobility Services...

  • Page 172
    ...- QUARTER SUMMARY (UNAUDITED) The following table summarizes quarterly information for 2014 and 2013 (in thousands, except for per share data): (In thousands, except per share amounts) First Quarter (1) Second Quarter (2) Third Quarter (3) Fourth Quarter (4) Fiscal Year Ended January 31, 2015 Sales...

  • Page 173
    ... of office products, services and solutions for the workplace. Under the terms of the agreement, Office Depot shareholders will receive, for each Office Depot share, $7.25 in cash and 0.2188 of a share in Staples stock at the closing. Based on the number of outstanding shares of the Company's common...

  • Page 174
    ... End of Period Fiscal year ended: February 2, 2013 February 1, 2014 January 31, 2015 (1) 45,962 33,545 30,822 34,167 23,292 36,207 46,584 26,015 28,723 33,545 30,822 38,306 Amount for fiscal year 2012 includes $14.7 million relating to the Company's European Printing Systems Division business...

  • Page 175
    ... 2, 2014. Non-Management Director Compensation Summary. Filed as Exhibit 10.7 to the Company's Form 10-Q for the quarter ended August 2, 2014. Form of Severance Benefits Agreement signed by executive officers of the Company. Filed as Exhibit 10.23 to the Company's Form 10-K for the fiscal year ended...

  • Page 176
    ... the Company and Ronald L. Sargent. Long Term Care Insurance Plan Summary. Filed as Exhibit 10.39 to the Company's Form 10-K for the fiscal year ended January 29, 2011. Survivor Benefit Plan. Filed as Exhibit 10.24 to the Company's Form 10-K for the fiscal year ended on January 29, 2005. Executive...

  • Page 177
    ... Internet Address: computershare.com/investor Financial Information To request financial documents such as this Annual Report, which contains Staples' Form 10-K for the fiscal year ended January 31, 2015, as filed with the Securities and Exchange Commission, please visit Staples' website, staples...

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    Staples, Inc., 500 Staples Drive, Framingham, MA 01702 1-508-253-5000 | staples.com®