Edgar Filing: STAPLES INC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark one)

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: April 30, 2011

o 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: 0-17586

STAPLES, INC.

(Exact name of registrant as specified in its charter)

Delaware		04-2896127
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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)

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 o

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

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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

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

The registrant had 713,154,085 shares of common stock outstanding as of May 16, 2011.

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STAPLES, INC. AND SUBSIDIARIES

FORM 10-Q

April 30, 2011

TABLE OF CONTENTS

	Page
Part I – Financial Information:

Item 1. Financial Statements:
Condensed Consolidated Balance Sheets (unaudited)	3
Condensed Consolidated Statements of Income (unaudited)	4
Condensed Consolidated Statements of Cash Flows (unaudited)	5
Notes to Condensed Consolidated Financial Statements	6-18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19-23

Item 3. Quantitative and Qualitative Disclosures about Market Risk	24

Item 4. Controls and Procedures	24

Part II – Other Information

Item 1A. Risk Factors	25-28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 6. Exhibits	29

Signatures	30

Exhibit Index	31

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

STAPLES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Dollar Amounts in Thousands, Except Share Data)

(Unaudited)

	April 30,			January 29,
	2011			2011
ASSETS
Current assets:
Cash and cash equivalents	$	932,515		$	1,461,257
Receivables, net	1,977,565			1,954,148
Merchandise inventories, net	2,569,364			2,359,173
Deferred income tax assets	296,072			295,232
Prepaid expenses and other current assets	370,419			398,357
Total current assets	6,145,935			6,468,167

Property and equipment:
Land and buildings	1,102,847			1,064,981
Leasehold improvements	1,353,570			1,328,397
Equipment	2,361,181			2,287,505
Furniture and fixtures	1,059,522			1,032,502
Total property and equipment	5,877,120			5,713,385
Less accumulated depreciation and amortization	3,718,524			3,565,614
Net property and equipment	2,158,596			2,147,771

Intangible assets, net of accumulated amortization	524,343			522,722
Goodwill	4,239,947			4,073,162
Other assets	705,032			699,845
Total assets	$	13,773,853		$	13,911,667

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,288,800		$	2,208,386
Accrued expenses and other current liabilities	1,406,863			1,497,851
Debt maturing within one year	243,576			587,356
Total current liabilities	3,939,239			4,293,593

Long-term debt	1,876,861			2,014,407
Other long-term obligations	683,714			652,486

Stockholders’ equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized; no shares issued	—			—
Common stock, $.0006 par value, 2,100,000,000 shares authorized; issued 908,768,942 shares at April 30, 2011 and 908,449,980 shares at January 29, 2011	545			545
Additional paid-in capital	4,374,952			4,334,735
Accumulated other comprehensive income (loss)	207,322			(96,933		)
Retained earnings	6,619,649			6,492,340
Less: Treasury stock at cost - 194,733,754 shares at April 30, 2011 and 187,536,869 shares at January 29, 2011	(3,935,453		)	(3,786,977		)
Total Staples, Inc. stockholders’ equity	7,267,015			6,943,710
Noncontrolling interests	7,024			7,471
Total stockholders’ equity	7,274,039			6,951,181
Total liabilities and stockholders’ equity	$	13,773,853		$	13,911,667

See notes to condensed consolidated financial statements.

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STAPLES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(Dollar Amounts in Thousands, Except Per Share Data)

(Unaudited)

	13 Weeks Ended
	April 30,			May 1,
	2011			2010

Sales	$	6,172,938		$	6,057,795
Cost of goods sold and occupancy costs	4,536,545			4,438,740
Gross profit	1,636,393			1,619,055

Operating and other expenses:
Selling, general and administrative	1,270,774			1,220,468
Amortization of intangibles	17,292			15,399
Integration and restructuring costs	—			20,882
Total operating expenses	1,288,066			1,256,749

Operating income	348,327			362,306

Other (expense) income:
Interest income	2,459			1,771
Interest expense	(48,793		)	(55,474		)
Other expense	(188		)	(631		)
Consolidated income before income taxes	301,805			307,972
Income tax expense	104,123			115,490
Consolidated net income	197,682			192,482
(Loss) income attributed to the noncontrolling interests	(563		)	3,712
Net income attributed to Staples, Inc.	$	198,245		$	188,770

Earnings Per Share:
Basic earnings per common share	$	0.28		$	0.26
Diluted earnings per common share	$	0.28		$	0.26

Dividends declared per common share	$	0.10		$	0.09

See notes to condensed consolidated financial statements.

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STAPLES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Dollar Amounts in Thousands)

(Unaudited)

	13 Weeks Ended
	April 30,			May 1,
	2011			2010
Operating Activities:
Consolidated net income, including income from the noncontrolling interests	$	197,682		$	192,482
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	121,843			125,411
Stock-based compensation	35,396			33,765
Excess tax benefits from stock-based compensation arrangements	(387		)	(1,185		)
Deferred income tax expense	28,079			14,641
Other	4,995			645
Changes in assets and liabilities:
Decrease in receivables	48,929			11,625
Increase in merchandise inventories	(148,738		)	(26,748		)
Decrease in prepaid expenses and other assets	31,060			22,150
Increase (decrease) in accounts payable	20,861			(50,833		)
Decrease in accrued expenses and other liabilities	(133,519		)	(134,383		)
Increase in other long-term obligations	4,065			5,277
Net cash provided by operating activities	210,266			192,847

Investing Activities:
Acquisition of property and equipment	(62,617		)	(48,993		)
Net cash used in investing activities	(62,617		)	(48,993		)

Financing Activities:
Proceeds from the exercise of stock options and the sale of stock under employee stock purchase plans	4,836			17,004
Proceeds from borrowings	39,799			61,079
Payments on borrowings, including payment of deferred financing fees	(536,294		)	(36,316		)
Cash dividends paid	(70,936		)	(65,238		)
Excess tax benefits from stock-based compensation arrangements	387			1,185
Purchase of treasury stock, net	(148,477		)	(3,130		)
Net cash used in financing activities	(710,685		)	(25,416		)

Effect of exchange rate changes on cash and cash equivalents	34,294			(867		)

Net (decrease) increase in cash and cash equivalents	(528,742		)	117,571
Cash and cash equivalents at beginning of period	1,461,257			1,415,819
Cash and cash equivalents at end of period	$	932,515		$	1,533,390

See notes to condensed consolidated financial statements.

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STAPLES, INC. AND SUBSIDIARES

Notes to Condensed Consolidated Financial Statements

Note A - Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements include the accounts of Staples, Inc. and its subsidiaries (“Staples”, “the Company”, “we”, “our” or “us”). These financial statements are for the period covering the thirteen weeks ended April 30, 2011 (also referred to as the “first quarter of 2011”) and the period covering the thirteen weeks ended May 1, 2010 (also referred to as the “first quarter of 2010”). All intercompany accounts and transactions are eliminated in consolidation. Certain previously reported amounts have been reclassified to conform with the current period presentation.

Prior to 2011, the Company separately tracked the integration and restructuring costs associated with the July 2008 acquisition of Corporate Express. The integration and restructuring costs represented the integration of Corporate Express with the Company’s pre-existing business and the consolidation of certain operations of the combined company. In 2011, the Company is no longer tracking integration and restructuring costs because of the progress of the integration and the difficulty in accurately isolating such costs.

These financial statements have been prepared based upon Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, these financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 29, 2011. In the opinion of management, these financial statements reflect all normal recurring adjustments considered necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full fiscal year.

Note B — New Accounting Pronouncements

In October 2009, a pronouncement was issued that amended the rules on revenue recognition for multiple-deliverable revenue arrangements. This amendment eliminated the residual method of allocation for multiple-deliverable revenue arrangements, and requires that arrangement consideration be allocated at the inception of an arrangement to all deliverables using the relative selling price method (Accounting Standards Codification (“ASC”) Topic 605). This pronouncement establishes a selling price hierarchy for determining the selling price of a deliverable, which includes: (1) vendor-specific objective evidence if available, (2) third-party evidence if vendor-specific objective evidence is not available, and (3) estimated selling price if neither vendor-specific nor third-party evidence is available. In addition, this pronouncement expands the disclosure requirements related to a vendor’s multiple-deliverable revenue arrangements. This pronouncement is effective for revenue arrangements entered into or materially modified in fiscal years beginning after June 15, 2010. The Company adopted this pronouncement as of January 30, 2011, on a prospective basis. The impact of adopting this new accounting standard was not material to the Company’s financial statements in the first quarter of fiscal 2011, and if it were applied in the same manner to fiscal 2010, it would not have had a material impact to revenue for the first quarter of 2010. The Company does not expect the adoption of this new accounting standard to have a significant impact on the timing and pattern of revenue recognition in the future due to the limited number of multiple element arrangements.

In December 2010, a pronouncement was issued that modified the process used to test goodwill for impairment. The pronouncement impacted reporting units with zero or negative carrying amounts and required an additional test to be performed to determine whether goodwill has been impaired and to calculate the amount of that impairment. This amendment is effective for fiscal years beginning after December 15, 2010. The Company adopted this pronouncement as of January 30, 2011. As the Company has not performed its annual goodwill impairment analysis and there have been no indicators of impairment during the first quarter of 2011, the Company is currently evaluating the potential impact, if any, the adoption of this pronouncement will have on its consolidated financial condition, results of operations or cash flows.

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Note C — Acquisition Reserves

In connection with the Company’s acquisition of Corporate Express, acquisition reserves of $181.0 million were originally established. The activity related to this reserve (in thousands) for fiscal 2011 is as follows:

	Balance as of January 29, 2011		Utilization			Foreign Exchange Fluctuations		Balance as of April 30, 2011
Transaction costs	$	543	$	(119	)	$	—	$	424
Severance	11,793		(2,055		)	607		10,345
Facility closures	20,287		(928		)	65		19,424
Other	9,344		(313		)	482		9,513
Total	$	41,967	$	(3,415	)	$	1,154	$	39,706

The Company believes that the reserves above should be entirely utilized by the end of fiscal year 2011, with the exception of certain payments related to facility closures that may be made over the remaining lease terms.

Note D — Fair Value Measurements

ASC Topic 820, “Fair Value Measurements and Disclosures,” establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement), then priority to quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market (Level 2 measurement), then the lowest priority to unobservable inputs (Level 3 measurement).

The fair values of cash and cash equivalents, receivables, accounts payable, accrued expenses, other current liabilities and short-term debt approximate their carrying values because of their short-term nature. The Company has $1.5 billion, 9.75% notes due January 15, 2014 (the “January 2014 Notes”), of which $750.0 million was hedged in March 2010. The fair value of the unhedged portion of the January 2014 Notes was determined based on quoted market prices and is classified as a Level 1 liability. The following table reflects the difference between the carrying value and fair value of these notes as of April 30, 2011 and January 29, 2011 (in thousands):

	April 30, 2011				January 29, 2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
Unhedged portion of the January 2014 Notes	$	750,000	$	902,890	$	750,000	$	915,450

The following table shows the Company’s assets and liabilities as of April 30, 2011 that are measured at fair value on a recurring basis (in thousands):

	Quoted Prices in Active Markets for Identical Assets or Liabilities Level 1		Significant Other Observable Inputs Level 2			Unobservable Inputs Level 3
Assets
Money market funds	$	224,642	—			—
Derivative assets	—		$	43,318		—
Liabilities
Derivative liabilities	—		$	(30,425	)	—

The fair value of the Company’s money market funds are based on quotes received from third party banks. The Company’s derivative assets and liabilities are based on quotes received from third party banks and represent the estimated

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

amount the Company would receive or pay to terminate the agreements taking into consideration current interest and forward exchange rates as well as the creditworthiness of the counterparty.

Note E — Debt

The Company paid off in full the $500 million, 7.75% notes (the “April 2011 Notes”) on the maturity date, April 1, 2011. The Company originally entered into the April 2011 Notes on March 27, 2009.

The major components of the Company’s outstanding debt are as follows (in thousands):

	April 30, 2011			January 29, 2011
April 2011 Notes	$	—		$	500,000
October 2012 Notes	325,000			325,000
January 2014 Notes	1,500,000			1,500,000
Lines of Credit	235,844			218,689
Capital lease obligations and other notes payable	16,386			13,701
	2,077,230			2,557,390
Fair value adjustments on hedged debt	43,207			44,373
Less: Current portion	(243,576		)	(587,356		)
Net long-term debt	$	1,876,861		$	2,014,407

Note F — Derivative Instruments and Hedging Activities

Staples uses interest rate swap agreements and foreign currency swap agreements to offset certain operational and balance sheet exposures related to changes in interest or foreign exchange rates. These agreements are entered into to support transactions made in the normal course of business, and accordingly, are not speculative in nature. These derivatives qualify for hedge accounting treatment as the derivatives have been highly effective in offsetting changes in fair value of the hedged items.

All derivatives are recorded at fair value and the changes in fair value are immediately included in earnings if the derivatives do not qualify as effective hedges. If a derivative is designated as a fair value hedge, then changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item in earnings. If a derivative is designated as a cash flow hedge, then the effective portion of the changes in the fair value of the derivative is recognized as a component of accumulated other comprehensive income (loss) until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable of occurring. If a derivative or a nonderivative financial instrument is designated as a hedge of the Company’s net investment in a foreign subsidiary, then changes in the fair value of the financial instrument are recognized as a component of accumulated other comprehensive income (loss) to offset a portion of the change in the translated value of the net investment being hedged, until the investment is sold or liquidated. The Company formally documents all hedging relationships for all derivative and nonderivative hedges and the underlying hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. There are no amounts excluded from the assessment of hedge effectiveness.

The Company classifies the fair value of all derivative contracts and the fair value of its hedged firm commitments as either current or long-term depending on whether the maturity date of the derivative contract is within or beyond one year from the balance sheet date. The cash flows from derivatives treated as hedges are classified in the Company’s condensed consolidated statement of cash flows in the same category as the item being hedged.

Interest Rate Swaps: On January 8, 2003, Staples entered into an interest rate swap, for an aggregate notional amount of $325 million, designed to convert Staples’ $325 million, 7.375% notes due October 1, 2012 (the “October 2012 Notes”) into a variable rate obligation. The swap agreement, scheduled to terminate on October 1, 2012, is designated as a fair value hedge of the October 2012 Notes. Under the interest rate swap agreement, Staples is entitled to receive semi-annual interest payments at a fixed rate of 7.375% and is required to make semi-annual interest payments at a floating rate equal to the 6 month LIBOR plus 3.088%. The interest rate swap agreement is being accounted for as a fair value hedge and the differential to be paid or received on the interest rate swap agreement is accrued and recognized as an adjustment to interest expense over the life of the

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

agreement and the October 2012 Notes. At April 30, 2011 and January 29, 2011, the interest rate swap agreement had a fair value gain of $17.6 million and $23.0 million, respectively, which were included in other assets. No amounts were included in the condensed consolidated statement of income for the first quarter of 2011 or 2010 related to ineffectiveness associated with this fair value hedge.

In connection with Staples’ acquisition of Corporate Express, the Company assumed interest rate swaps designed to convert Corporate Express’ variable rate credit facilities into fixed rate obligations. As of April 30, 2011 and January 29, 2011, the total notional amount of all outstanding interest rate swap agreements is AUD $60.0 million (approximately $65.6 million based on foreign exchange rates at April 30, 2011 and approximately $59.4 million based on foreign exchange rates at January 29, 2011). Under the terms of the agreements, the Company is required to make monthly interest payments at a weighted average interest rate of 6.0% and is entitled to receive monthly interest payments at a floating rate equal to the average bid rate for borrowings having a term closest to the relevant period displayed on the appropriate page of the Reuters screen (BBSY). The interest rate swaps are being accounted for as a cash flow hedge and the differential to be paid or received on the interest rate swap agreements is accrued and recognized as an adjustment to interest expense over the life of the agreements. At April 30, 2011 and January 29, 2011, the interest rate swap agreements had fair value losses of $0.3 million and $0.4 million, respectively, which were included in stockholders’ equity as a component of accumulated other comprehensive income (loss). No amounts were included in the condensed consolidated statement of income for the first quarter of 2011 or 2010 related to ineffectiveness associated with this cash flow hedge. The amount of estimated cash flow hedges’ unrealized net gains or losses expected to be reclassified to earnings in the next twelve months is not significant.

On March 16, 2010, Staples entered into an interest rate swap, for an aggregate notional amount of $750 million, designed to convert half of the aggregate principal amount of the January 2014 Notes into a variable rate obligation. The swap agreement, scheduled to terminate on January 15, 2014, is designated as a fair value hedge of half of the aggregate principal amount of the January 2014 Notes. Under the interest rate swap agreement, Staples is entitled to receive semi-annual interest payments at a fixed rate of 9.75% and is required to make semi-annual interest payments at a floating rate equal to the 3 month LIBOR plus 7.262%. The interest rate swap agreement is being accounted for as a fair value hedge and the differential to be paid or received on the interest rate swap agreement is accrued and recognized as an adjustment to interest expense over the life of the agreement and the January 2014 Notes. At April 30, 2011 and January 29, 2011, the interest rate swap agreement had a fair value gain of $25.6 million and $21.4 million, respectively, which was included in other assets. No amounts were included in the condensed consolidated statement of income for the first quarter of 2011 or 2010 related to ineffectiveness associated with this fair value hedge.

Foreign Currency Swaps: On August 15, 2007, the Company entered into a $300 million foreign currency swap that has been designated as a foreign currency hedge on Staples’ net investment in Canadian dollar denominated subsidiaries. Staples, upon maturity of the agreement in October 2012, will be entitled to receive $300 million and will be obligated to pay 316.2 million in Canadian dollars. Staples will also be entitled to receive quarterly interest payments on $300 million at a fixed rate of 5.28% and will be obligated to make quarterly interest payments on 316.2 million Canadian dollars at a fixed rate of 5.17%. At April 30, 2011 and January 29, 2011, the currency swap had aggregate fair value losses of $30.1 million and $11.0 million, respectively, which was included in other long-term obligations. No amounts were included in the condensed consolidated statement of income for the first quarter of 2011 or 2010 related to ineffectiveness associated with this net investment hedge.

Accumulated other comprehensive income (loss) includes foreign currency losses, net of taxes, of $11.0 million and $6.6 million for the first quarter of 2011 and 2010, respectively.

Note G — Equity Based Employee Benefit Plans

Staples offers its associates share ownership through certain equity based employee benefit plans, including the Amended and Restated 1998 Employee Stock Purchase Plan and the Amended and Restated International Employee Stock Purchase Plan (collectively the “Employee Stock Purchase Plans”), and the Amended and Restated 2004 Stock Incentive Plan (the “2004 Plan”) .

Under the Employee Stock Purchase Plans, U.S. and International associates may purchase shares of Staples common stock at 85% of the lower of the market price of the common stock at the beginning or end of an offering period through payroll deductions in an amount not to exceed 10% of an employee’s annual base compensation. Under the Amended and Restated 2004 Stock Incentive Plan, the Company grants restricted stock and restricted stock units (collectively, “Restricted Shares”) and

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

nonqualified stock options to associates. The Restricted Shares are restricted in that they are not transferable (i.e. they may not be exercised or sold) until they vest. The nonqualified stock options cannot be exercised until they vest. Vesting of the Restricted Shares and nonqualified stock options occurs over different periods, depending on the terms of the individual award, but expenses relating to these awards are all recognized on a straight line basis over the applicable vesting period.

In connection with its equity based employee benefit plans, Staples included $35.4 million and $33.8 million in compensation expense for the first quarter of 2011 and the first quarter of 2010, respectively.

As of April 30, 2011, Staples had $185.8 million of nonqualified stock options and Restricted Shares to be expensed over the period through August 2014. As of April 30, 2011, the Company had 44.1 million stock options outstanding, of which 31.8 million were exercisable. The total intrinsic value of options exercised during the first quarter of 2011 was $3.2 million. As of April 30, 2011, the intrinsic value for outstanding nonqualified stock options was $96.9 million and the intrinsic value for exercisable nonqualified stock options was $84.4 million. The intrinsic value of the nonqualified stock options is the amount by which the market value of the underlying stock exceeds the exercise price of the option.

Note H — Pension and Other Post-Retirement Benefit Plans

In connection with the acquisition of Corporate Express, Staples assumed the obligations under the defined benefit pension plans Corporate Express sponsored. The pension plans cover certain employees in Europe and the United States. The benefits due to U.S. plan participants are frozen. A number of the defined benefit plans outside the U.S. are funded with plan assets that have been segregated in trusts. Contributions are made to these trusts, as necessary, to meet legal and other requirements.

In August 2010, the Company began sponsoring an unfunded post-retirement life insurance benefit plan, which provides benefits to eligible U.S. executives based on earnings, years of service and age at termination of employment.

The total net cost recognized for the first quarter of 2011 and 2010 associated with the pension and other post-retirement benefit plans is based upon preliminary estimates pending the final actuarial determination of such costs for fiscal 2011 and 2010. The following table presents a summary of the total net periodic cost recorded in the condensed consolidated statement of income for the first quarter of 2011 and 2010 related to the plans (in thousands):

	April 30, 2011
	Pension Plans									Post-Retirement
				International						Benefit Plan
	U.S. Plans			Plans			Total			Total
Service cost	$	—		$	2,403		$	2,403		$	454
Interest cost	466			10,179			10,645			380
Expected return on plan assets	(422		)	(13,923		)	(14,345		)	—
Amortization of unrecognized losses and prior service costs	—			352			352			441
Total cost	$	44		$	(989	)	$	(945	)	$	1,275

	May 1, 2010
	Pension Plans
	U.S. Plans			International Plans			Total
Service cost	$	—		$	2,172		$	2,172
Interest cost	463			9,045			9,508
Expected return on plan assets	(435		)	(15,174		)	(15,609		)
Amortization of unrecognized losses	—			967			967
Total cost	$	28		$	(2,990	)	$	(2,962	)

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Cash contributions made to the pension plans during the first quarter of 2011 and 2010 are as follows (in thousands):

	April 30, 2011		May 1, 2010
U.S. Pension Plans	$	194	$	300
International Pension Plans	1,905		1,723
Total	$	2,099	$	2,023

The Company expects to make additional cash contributions of $0.6 million and $11.3 million to the U.S. Pension Plans and International Pension Plans, respectively, during the remainder of fiscal 2011. No cash contributions are expected to be made during 2011 to the Company’s other post-retirement benefit plans.

Note I — Stockholders’ Equity and Comprehensive Income

The following table reflects the changes in stockholders’ equity and comprehensive income attributed to Staples, Inc. and its noncontrolling interests for the first quarter of 2011 and 2010 (in thousands):

	Attributable to Staples, Inc.			Attributable to Noncontrolling Interests			Total
Stockholders’ equity at January 29, 2011	$	6,943,710		$	7,471		$	6,951,181
Comprehensive income:
Net income	198,245			(563		)	197,682
Other comprehensive income:
Foreign currency translation adjustments, net	315,246			116			315,362
Changes in fair value of derivatives, net (1)	(10,991		)	—			(10,991		)
Comprehensive income	502,500			(447		)	502,053
Issuance of common stock for stock options exercised	4,836			—			4,836
Stock-based compensation	35,396			—			35,396
Cash dividends paid	(70,936		)	—			(70,936		)
Tax benefit on exercise of options	387			—			387
Purchase of treasury stock, net	(148,477		)	—			(148,477		)
Other	(401		)	—			(401		)
Stockholders’ equity at April 30, 2011	$	7,267,015		$	7,024		$	7,274,039

	Attributable to Staples, Inc.			Attributable to Noncontrolling Interests			Total
Stockholders’ equity at January 30, 2010	$	6,771,886		$	83,054		$	6,854,940
Comprehensive income:
Net income	188,770			3,712			192,482
Other comprehensive income:
Foreign currency translation adjustments, net	(152,359		)	(2,070		)	(154,429		)
Changes in fair value of derivatives, net (1)	(7,018		)	432			(6,586		)
Comprehensive income	29,393			2,074			31,467
Issuance of common stock for stock options exercised	17,004			—			17,004
Stock-based compensation	33,765			—			33,765
Cash dividends paid	(65,238		)	—			(65,238		)
Tax benefit on exercise of options	1,185			—			1,185
Purchase of treasury stock, net	(3,130		)	—			(3,130		)
Other	(2,052		)	—			(2,052		)
Stockholders’ equity at May 1, 2010	$	6,782,813		$	85,128		$	6,867,941

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

(1) Changes in the fair value of derivatives are net of a tax benefit of $8.0 million and $4.9 million for the thirteen weeks ended April 30, 2011 and May 1, 2010, respectively.

The following table summarizes the components of accumulated other comprehensive income (loss) as of April 30, 2011 and January 29, 2011 (in thousands):

	April 30, 2011			January 29, 2011
Foreign currency translation adjustments	$	352,404		$	37,158
Derivative instruments (net of taxes)	(15,198		)	(4,207		)
Deferred pension and other post-retirement benefit costs (net of taxes)	(129,884		)	(129,884		)
Accumulated other comprehensive income (loss)	$	207,322		$	(96,933	)

Note J - Computation of Earnings Per Common Share

The computation of basic and diluted earnings per share for the first quarter of 2011 and 2010 is as follows (in thousands, except per share data):

	13 Weeks Ended
	April 30, 2011		May 1, 2010
Numerator:
Net income attributed to Staples, Inc.	$	198,245	$	188,770
Denominator:
Weighted-average common shares outstanding	706,318		718,795
Effect of dilutive securities:
Employee stock options, Restricted Shares and performance shares	11,085		13,354
Weighted-average common shares outstanding assuming dilution	717,403		732,149

Basic earnings per common share	$	0.28	$	0.26
Diluted earnings per common share	$	0.28	$	0.26

Options to purchase shares of common stock are excluded from the calculation of diluted earnings per share when their inclusion would have an anti-dilutive effect on the calculation. Options to purchase 20.6 million and 12.6 shares of Staples common stock were excluded from the calculation of diluted earnings per share at April 30, 2011 and May 1, 2010, respectively.

Note K - Segment Reporting

Staples has three reportable segments: North American Delivery, North American Retail and International Operations. Staples’ North American Delivery segment consists of the U.S. and Canadian businesses that sell and deliver office products and services directly to customers and businesses and includes Staples Advantage, Staples.com and Quill.com. The North American Retail segment consists of the U.S. and Canadian businesses that operate office products stores. The International Operations segment consists of businesses that operate office products stores and that sell and deliver office products and services directly to customers and businesses in 24 countries in Europe, Australia, South America and Asia.

Staples evaluates performance and allocates resources based on profit or loss from operations before integration and restructuring costs, stock-based compensation, interest and other expense, non-recurring items, and the impact of changes in accounting principles (“business unit income”). Intersegment sales and transfers are recorded at Staples’ cost; therefore, there is no intercompany profit or loss recognized on these transactions.

Staples’ North American Delivery and North American Retail segments are managed separately because the way they market products is different, the classes of customers they service may be different, and the distribution methods used to deliver products to customers are different. The International Operations are considered a separate reportable segment because of the

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

significant differences in the operating environment from the North American operations.

The following is a summary of sales and business unit income by reportable segment for the first quarter of 2011 and 2010 and a reconciliation of segment income to consolidated income before income taxes (in thousands):

	13 Weeks Ended
	April 30, 2011		May 1, 2010
	Sales
North American Delivery	$	2,511,646	$	2,462,654
North American Retail	2,328,085		2,312,210
International Operations	1,333,207		1,282,931
Total segment sales	$	6,172,938	$	6,057,795

	Business Unit Income
North American Delivery	$	196,850		$	203,516
North American Retail	177,349			176,549
International Operations	9,524			36,888
Business unit income	$	383,723		$	416,953
Stock-based compensation	(35,396		)	(33,765		)
Total segment income	348,327			383,188
Interest and other expense, net	(46,522		)	(54,334		)
Integration and restructuring costs	—			(20,882		)
Consolidated income before income taxes	$	301,805		$	307,972

Note L - Guarantor Subsidiaries

Under the terms of the Company’s November 2014 Revolving Credit Facility, the October 2012 Notes and the January 2014 Notes, the Guarantor Subsidiaries, as defined below, guarantee repayment of the debt. The debt is fully and unconditionally guaranteed on an unsecured, joint and several basis by Staples, the Office Superstore, LLC, Staples the Office Superstore, East Inc., Staples Contract & Commercial, Inc. and Staples the Office Superstore Limited Partnership (collectively, the “Guarantor Subsidiaries”). The term of guarantees is equivalent to the term of the related debt. The following condensed consolidating financial data is presented for the holders of the October 2012 Notes and the January 2014 Notes and illustrates the composition of Staples, Inc. (the “Parent Company”), Guarantor Subsidiaries and non-guarantor subsidiaries as of April 30, 2011 and January 29, 2010 and for the thirteen weeks ended April 30, 2011 and May 1, 2010. The Guarantor Subsidiaries are wholly owned by Staples, Inc. The non-guarantor subsidiaries represent more than an inconsequential portion of the consolidated assets and revenues of Staples.

Investments in subsidiaries are accounted for by the Parent Company on the equity method for purposes of the supplemental consolidating presentation. Earnings of subsidiaries are, therefore, reflected in the Parent Company’s investment accounts and earnings. The principal elimination entries eliminate the Parent Company’s investment in subsidiaries and intercompany balances and transactions.

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Condensed Consolidating Balance Sheet

As of April 30, 2011

(in thousands)

	Staples, Inc. (Parent Co.)		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	134,723	$	45,052	$	752,740	$	—		$	932,515
Merchandise inventories, net	—		1,458,026		1,111,338		—			2,569,364
Other current assets	199,679		1,175,243		1,269,134		—			2,644,056
Total current assets	334,402		2,678,321		3,133,212		—			6,145,935
Net property, equipment and other assets	744,975		1,148,749		1,494,247		—			3,387,971
Goodwill	1,617,937		156,303		2,465,707		—			4,239,947
Investment in affiliates and intercompany, net	6,599,408		5,620,302		6,878,627		(19,098,337		)	—
Total assets	$	9,296,722	$	9,603,675	$	13,971,793	$	(19,098,337	)	$	13,773,853

Total current liabilities	$	301,787	$	1,713,354	$	1,924,098	$	—		$	3,939,239
Total long-term liabilities	1,720,896		505,995		333,684		—			2,560,575
Total stockholders’ equity	7,274,039		7,384,326		11,714,011		(19,098,337		)	7,274,039
Total liabilities and stockholders’ equity	$	9,296,722	$	9,603,675	$	13,971,793	$	(19,098,337	)	$	13,773,853

Condensed Consolidating Balance Sheet

As of January 29, 2011

(in thousands)

					Non-
	Staples, Inc.		Guarantor		Guarantor
	(Parent Co.)		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	406,821	$	38,298	$	1,016,138	$	—		$	1,461,257
Merchandise inventories, net	—		1,396,667		962,506		—			2,359,173
Other current assets	64,699		1,147,433		1,435,605		—			2,647,737
Total current assets	471,520		2,582,398		3,414,249		—			6,468,167
Net property, equipment and other assets	742,833		1,246,194		1,381,311		—			3,370,338
Goodwill	1,617,937		154,527		2,300,698		—			4,073,162
Investment in affiliates and intercompany, net	6,691,832		4,783,397		7,001,204		(18,476,433		)	—
Total assets	$	9,524,122	$	8,766,516	$	14,097,462	$	(18,476,433	)	$	13,911,667

Total current liabilities	$	875,100	$	1,454,741	$	1,963,752	$	—		$	4,293,593
Total long-term liabilities	1,697,841		562,027		407,025		—			2,666,893
Total stockholders’ equity	6,951,181		6,749,748		11,726,685		(18,476,433		)	6,951,181
Total liabilities and stockholders’ equity	$	9,524,122	$	8,766,516	$	14,097,462	$	(18,476,433	)	$	13,911,667

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Condensed Consolidating Statement of Income

For the thirteen weeks ended April 30, 2011

(in thousands)

	Staples, Inc. (Parent Co.)			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	3,758,648	$	2,414,290		$	—		$	6,172,938
Cost of goods sold and occupancy costs	2,514			2,798,049		1,735,982			—			4,536,545
Gross profit	(2,514		)	960,599		678,308			—			1,636,393
Operating and other expenses	(200,759		)	749,360		554,651			231,336			1,334,588
Consolidated income before income taxes	198,245			211,239		123,657			(231,336		)	301,805
Income tax expense	—			91,209		12,914			—			104,123
Consolidated net income	198,245			120,030		110,743			(231,336		)	197,682
Loss attributed to the noncontrolling interests	—			—		(563		)	—			(563		)
Net income attributed to Staples, Inc.	$	198,245		$	120,030	$	111,306		$	(231,336	)	$	198,245

Condensed Consolidating Statement of Income

For the thirteen weeks ended May 1, 2010

(in thousands)

	Staples, Inc. (Parent Co.)			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Sales	$	—		$	3,671,494	$	2,386,301	$	—		$	6,057,795
Cost of goods sold and occupancy costs	2,960			2,745,712		1,690,068		—			4,438,740
Gross profit	(2,960		)	925,782		696,233		—			1,619,055
Operating and other expenses	(191,730		)	737,925		570,986		193,902			1,311,083
Consolidated income before income taxes	188,770			187,857		125,247		(193,902		)	307,972
Income tax expense	—			77,717		37,773		—			115,490
Consolidated net income	188,770			110,140		87,474		(193,902		)	192,482
Income attributed to the noncontrolling interests	—			—		3,712		—			3,712
Net income attributed to Staples, Inc.	$	188,770		$	110,140	$	83,762	$	(193,902	)	$	188,770

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Condensed Consolidating Statement of Cash Flows

For the thirteen weeks ended April 30, 2011

(in thousands)

	Staples, Inc. (Parent Co.)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	452,110		$	37,177		$	(279,021	)	$	210,266
Investing activities:
Acquisition of property and equipment	(7,113		)	(30,695		)	(24,809		)	(62,617		)
Cash used in investing activities	(7,113		)	(30,695		)	(24,809		)	(62,617		)
Financing activities:
Proceeds from borrowings	12,887			—			26,912			39,799
Payments on borrowings, including payment of deferred financing fees	(515,433		)	—			(20,861		)	(536,294		)
Purchase of treasury stock, net	(148,477		)	—			—			(148,477		)
Excess tax benefits from stock-based compensation arrangements	28			272			87			387
Cash dividends paid	(70,936		)	—			—			(70,936		)
Other	4,836			—			—			4,836
Cash (used in) provided by financing activities	(717,095		)	272			6,138			(710,685		)
Effect of exchange rate changes on cash and cash equivalents	—			—			34,294			34,294
Net (decrease) increase in cash and cash equivalents	(272,098		)	6,754			(263,398		)	(528,742		)
Cash and cash equivalents at beginning of period	406,821			38,298			1,016,138			1,461,257
Cash and cash equivalents at end of period	$	134,723		$	45,052		$	752,740		$	932,515

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Condensed Consolidating Statement of Cash Flows

For the thirteen weeks ended May 1, 2010

(in thousands)

	Staples, Inc. (Parent Co.)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated
Net cash provided by operating activities	$	117,801		$	21,924		$	53,122		$	192,847
Investing activities:
Acquisition of property and equipment	(6,519		)	(26,037		)	(16,437		)	(48,993		)
Cash used in investing activities	(6,519		)	(26,037		)	(16,437		)	(48,993		)
Financing activities:
Proceeds from borrowings	13,072			—			48,007			61,079
Payments on borrowings, including payment of deferred financing fees	(36,316		)	—			—			(36,316		)
Purchase of treasury stock, net	(3,130		)	—			—			(3,130		)
Excess tax benefits from stock-based compensation arrangements	298			853			34			1,185
Cash dividends paid	(65,238		)	—			—			(65,238		)
Other	17,004			—			—			17,004
Cash (used in) provided by financing activities	(74,310		)	853			48,041			(25,416		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(867		)	(867		)
Net increase (decrease) in cash and cash equivalents	36,972			(3,260		)	83,859			117,571
Cash and cash equivalents at beginning of period	581,095			54,324			780,400			1,415,819
Cash and cash equivalents at end of period	$	618,067		$	51,064		$	864,259		$	1,533,390

Note M — Commitments and Contingencies

From time to time, the Company is involved in litigation arising from the operation of its business that is considered routine and incidental to its business. The Company does not expect the results of any of these actions to have a material adverse effect on its business, results of operations, or financial condition.

The Company has become the subject of several class action lawsuits filed in various states, where the plaintiffs alleged the Company failed to comply with federal and state overtime laws and that it failed to pay them overtime because assistant store managers were misclassified as exempt from overtime pay. In January 2010, the Company and the attorneys for the plaintiffs jointly announced a settlement of these suits initially recording a charge of $42.0 million, including interest, class counsel’s attorney’s fees and a previous jury verdict obtained in February 2009 for one of these class action lawsuits. Under the terms of the settlement, the Company does not admit to any wrongdoing in connection with misclassification and resolves claims for damages as far back as 2002 that cover approximately 5,500 current and former associates.

In connection with the 1991 acquisition of Agena S.A., Corporate Express initiated legal proceedings against Befec (a predecessor of PricewaterhouseCoopers, France), the accountants who certified the acquisition balance sheet. Corporate Express claimed damages totaling EUR 134 million plus interest and fees. In October 2010, the Commercial Court in France issued its judgment in this case and did not award any of the claimed damages to Corporate Express. The Company is currently appealing the judgment.

At the time the Corporate Express tender offer was fully settled on July 23, 2008, Staples had acquired more than 99% of the outstanding capital stock of Corporate Express. Staples has worked diligently to acquire the remaining capital stock of Corporate Express by means of a compulsory judicial “squeeze out” procedure in accordance with the Dutch Civil Code. Staples and the other parties to the “squeeze out” procedure have submitted their arguments to the Enterprise Division of the Court of Appeal in Amsterdam (the “Court”) and are awaiting final judgment. Staples recently received an interim judgment

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STAPLES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

from the Court. The Court decided to appoint a team of independent experts to determine the correct valuation for the outstanding shares of Corporate Express, and the Company expects the valuation report to be completed by October 2011. Staples anticipates the Court will issue a final judgment as soon as possible after the valuation report is completed. Any additional payments will be recorded in equity pursuant to ASC Topic 810, “Noncontrolling Interest in Consolidated Financial Statements.”

Note N — Subsequent Events

Subsequent events have been evaluated through the date the financial statements were issued and no events or transactions have occurred that require disclosure or adjustment to these condensed consolidated financial statements.

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STAPLES, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This Quarterly Report on Form 10-Q and, in particular, this management’s discussion and analysis contain or incorporate a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Any statements contained in or incorporated by reference into this report that are not statements of historical fact should be considered forward-looking statements. You can identify these forward-looking statements by the use of the words “believes”, “expects”, “anticipates”, “plans”, “may”, “will”, “would”, “intends”, “estimates” and other similar expressions, whether in the negative or affirmative. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s beliefs and assumptions, and should be read in conjunction with our condensed consolidated financial statements and notes to condensed consolidated financial statements included in this report. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in the forward-looking statements made. There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. These risks and uncertainties include, without limitation, those set forth under the heading “Risk Factors” of this Quarterly Report on Form 10-Q. We do not intend to update publicly any forward-looking statements whether as a result of new information, future events or otherwise.

Results of Operations

We have provided below an overview of our operating results as well as a summary of our consolidated performance and details of our segment performance. Net income is presented in our Consolidated Performance, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and as adjusted for certain items as noted in the reconciliation tables below. Management uses non-GAAP adjusted net income, among other standards, to measure operating performance. We have added this information because we believe it helps in understanding the results of our operations on a comparative basis. This adjusted information supplements and is not intended to replace performance measures required by U.S. GAAP disclosure.

Overview

Major contributors to our first quarter 2011 results, as compared to the results for the first quarter 2010, are reviewed in detail in the Consolidated Performance and Segment Performance discussions and are summarized below:

· On a consolidated basis, we generated $6.2 billion in sales, with sales growth of 1.9% compared to the first quarter of 2010;

· Our quarterly income tax rate was 34.5% for the first quarter of 2011 compared to 37.5% for the first quarter of 2010, as a result of the enactment of The Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act in the fourth quarter of 2010;

· North American Delivery’s sales increased 2.0% for the quarter and business unit income rate decreased to 7.8% from 8.3%;

· North American Retail’s sales increased 0.7%, comparable store sales decreased by 1% and business unit income rate was unchanged at 7.6%; and

· International Operations’ sales increased 3.9% and business unit income rate decreased to 0.7% from 2.9%.

We continue to invest in strategic growth initiatives to drive our long term success, including technology products and services, copy and print services and facility and breakroom supplies, while maintaining our focus on customer service and expense control. Our results for the first quarter of 2011 reflect our investments in these initiatives.

Outlook

Our current expectations for 2011 assume very little improvement in the economy, along with continued investment in our growth initiatives and competitive pricing in the Contract market to win and retain customers. We believe that, over time, these sales initiatives combined with our ongoing focus on expense control will strengthen our results.

For the second quarter of 2011, we expect sales to be flat to slightly positive compared to the same period of 2010, resulting in expected diluted earnings per share on a U.S. GAAP basis in the range of $0.18 to $0.20. For the full year 2011, we expect sales to increase in the low single-digits compared to 2010, resulting in expected diluted earnings per share on a U.S. GAAP basis in the range of $1.35 to $1.45.

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Consolidated Performance

Net income attributed to Staples, Inc. for the first quarter of 2011 was $198.2 million or $0.28 per diluted share compared to $188.8 million or $0.26 per diluted share for the first quarter of 2010. Our results for the first quarter of 2010 include integration and restructuring costs. A reconciliation of net income adjusted to remove the integration and restructuring costs, net of taxes, is shown below (amounts in thousands, except for share data):

	13 Weeks Ended
	April 30, 2011				May 1, 2010
	Net income		Per Diluted Share		Net income		Per Diluted Share
Net income as reported	$	198,245	$	0.28	$	188,770	$	0.26
Adjustment, net of taxes: (1)
Integration and restructuring costs (2)	—		—		13,051		0.02
Non-GAAP adjusted net income	$	198,245	$	0.28	$	201,821	$	0.28

(1) The tax effect of the 2010 adjustment is based on an effective tax rate of 37.5%.

(2) See Note A in the Notes to the Condensed Consolidated Financial Statements.

Sales: Sales for the first quarter of 2011 were $6.2 billion, an increase of 1.9% from the first quarter of 2010. Our sales growth for the first quarter of 2011 reflects the positive impact of foreign exchange rates of $116.1 million and, to a lesser extent, growth in our North American Delivery business and an increase in non-comparable sales for new stores opened in the last twelve months, partially offset by a decrease in comparable store sales in our International and North American retail businesses.

Gross Profit: Gross profit as a percentage of sales was 26.5% for the first quarter of 2011 compared to 26.7% for the first quarter of 2010. The decrease in gross profit rate for 2011 was primarily driven by increased fuel costs, as well as investments in supply chain systems and pricing.

Selling, General and Administrative Expenses: Selling, general and administrative expenses were 20.6% of sales for the first quarter of 2011 compared to 20.1% of sales for the first quarter of 2010. This increase reflects investments in brand awareness and growth initiatives, primarily relating to labor and marketing, as well as deleverage of fixed costs in our International business partially offset by lower depreciation.

Amortization of Intangibles: Amortization of intangibles was $17.3 million for the first quarter of 2011 compared to $15.4 million for the first quarter of 2010, primarily reflecting the amortization of Corporate Express related tradenames, customer relationships and noncompetition agreements. Amortization expense relating to intangibles resulting from our acquisition of Corporate Express was $14.3 million for the first quarter of 2011 and $12.7 million for the first quarter of 2010.

Interest Income: Interest income was $2.5 million for the first quarter of 2011 compared to $1.8 million for the first quarter of 2010. The increase in interest income for the first quarter of 2011 was primarily due to an increase in our weighted average cash balance and an increase in interest rates.

Interest Expense: Interest expense decreased to $48.8 million for the first quarter of 2011 from $55.5 million for the first quarter of 2010. This decrease was primarily due to a reduction in debt balances resulting from the payoff of the $500 million, 7.75% Notes (the “April 2011 Notes”) on April 1, 2011 and the positive impact of our interest rate swap agreements. Excluding the impact of our interest rate swap agreements, interest expense would have been $56.0 million for the first quarter of 2011 compared to $60.5 million for the first quarter of 2010.

Other Expense: Other expense was $0.2 million for the first quarter of 2011 compared to $0.6 million for the first quarter of 2010. These amounts primarily reflect foreign exchange gains and losses recorded in the respective periods.

Income Taxes: Our effective tax rate was 34.5% for the first quarter of 2011 compared to 37.5% for the first quarter of 2010. The decrease in the effective tax rate from the first quarter of 2010 to the first quarter of 2011 was due to the enactment of The Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act in the fourth quarter of fiscal 2010, which extended certain provisions in the Internal Revenue Code allowing for the deferral of United States income tax on certain unremitted foreign earnings.

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Segment Performance

We have three reportable segments: North American Delivery, North American Retail and International Operations. Our North American Delivery segment consists of the U.S. and Canadian businesses that sell and deliver office products and services directly to customers and businesses and includes Staples Advantage, Staples.com and Quill.com. Our North American Retail segment consists of the U.S. and Canadian businesses that operate office products stores. Our International Operations segment consists of businesses that operate office product stores and that sell and deliver office products and services directly to customers and businesses in 24 countries in Europe, Australia, South America and Asia.

The following tables provide a summary of our sales and business unit income by reportable segment. Business unit income excludes integration and restructuring costs, stock-based compensation, interest and other expense, non-recurring items and the impact of changes in accounting principles (see reconciliation of total segment income to consolidated income before taxes in Note K in the Notes to the Condensed Consolidated Financial Statements):

					April 30, 2011		May 1, 2010
	(Amounts in thousands)				Increase		Increase
	13 Weeks Ended				From		From
	April 30, 2011		May 1, 2010		Prior Year		Prior Year
Sales:
North American Delivery	$	2,511,646	$	2,462,654	2.0	%	1.8	%
North American Retail	2,328,085		2,312,210		0.7	%	5.7	%
International Operations	1,333,207		1,282,931		3.9	%	6.0	%
Total segment sales	$	6,172,938	$	6,057,795	1.9	%	4.1	%

	(Amounts in thousands)
	13 Weeks Ended						April 30, 2011		May 1, 2010
	April 30, 2011			May 1, 2010			% of Sales		% of Sales
Business Unit Income:
North American Delivery	$	196,850		$	203,516		7.8	%	8.3	%
North American Retail	177,349			176,549			7.6	%	7.6	%
International Operations	9,524			36,888			0.7	%	2.9	%
Business unit income	383,723			416,953			6.2	%	6.9	%
Stock-based compensation	(35,396		)	(33,765		)	(0.6	)%	(0.6	)%
Total segment income	$	348,327		$	383,188		5.6	%	6.3	%

North American Delivery: Sales increased 2.0% for the first quarter of 2011. This increase was driven by organic sales growth, our fourth quarter 2010 PrintSouth acquisition and, to a lesser extent, the positive impact of foreign exchange rates of $11.3 million. Our sales growth was favorably impacted by a slight increase in consumable products, primarily facility and breakroom supplies and paper, partially offset by a slight decrease in durables.

Business unit income as a percentage of sales decreased to 7.8% for the first quarter of 2011 from 8.3% for the first quarter of 2010, driven by a decline in product margins, primarily paper, increases in labor to support growth initiatives, higher fuel costs and investments in information systems and pricing. These expenses were partially offset by reduced overhead and marketing.

North American Retail: Sales increased 0.7% for the first quarter of 2011. This increase was the result of the positive impact of foreign exchange rates of $27.4 million and, to a lesser extent, an increase in non-comparable sales for new stores opened in the past twelve months. These increases were partially offset by a 1% decrease in comparable store sales, which reflects a decrease in customer traffic, partially offset by improved average order size. Our comparable store sales decrease reflects a decline in durable products partially offset by an increase in consumables. The decline in durable products was driven by computer accessories and furniture, offset by improvement in computers. The slight increase in consumables reflects positive performance in technology services and copy and print, offset by ink and toner.

Business unit income as a percentage of sales was unchanged at 7.6% for the first quarter of 2011 compared to the first quarter of 2010, primarily reflecting improved product margins and reduced rent and occupancy costs. These increases were offset by investments in marketing and increased labor expense. A slight net increase in product margin was driven by improvements in the U.S., offset by declines in Canada.

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International Operations: Sales increased 3.9% for the first quarter of 2011. This increase was the result of the positive impact of foreign exchange rates of $77.4 million and, to a lesser extent, sales growth in our European delivery business, partially offset by an 11% decrease in comparable store sales in Europe and, to a lesser extent, decreased sales in our European Printing Systems business and Australia.

Business unit income as a percentage of sales decreased to 0.7% for the first quarter of 2011 from 2.9% for the first quarter of 2010. The decrease in business unit income for the first quarter of 2011 reflects deleverage of fixed costs, including overhead, labor, distribution and rent and occupancy costs, in our European retail and Australian businesses, as well as investments in initiatives in our European delivery businesses.

Stock-Based Compensation: Stock-based compensation increased to $35.4 million for the first quarter of 2011 from $33.8 million for the first quarter of 2010. Stock-based compensation includes expenses associated with our employee stock purchase plans and the issuance of stock options, restricted shares and performance share awards. The increase in the expense for 2011 relates primarily to changes in our equity compensation structure.

Critical Accounting Policies and Significant Estimates

Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. Preparation of these statements requires management to make significant judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2010 Annual Report on Form 10-K, filed on March 2, 2011, in Note A of the Notes to the Consolidated Financial Statements and in the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no material changes to the Accounting Policies or our application of the Accounting Policies, as disclosed in our 2010 Annual Report on Form 10-K filed on March 2, 2011.

Liquidity and Capital Resources

Cash Flows

Cash provided by operations was $210.3 million for the first quarter of 2011 compared to $192.8 million for the first quarter of 2010. The increase in operating cash flow from 2010 to 2011 is primarily due to an increase in net income adjusted for non-cash expenses, partially offset by changes in working capital.

Cash used in investing activities was $62.6 million for the first quarter of 2011 compared to $49.0 million for the first quarter of 2010. The increase in cash used in investing activities from 2010 to 2011 is due to an increase in capital expenditures during the first quarter of 2011, driven by additional spending on store remodel activity and facility and system integration activities.

Cash used in financing activities was $710.7 million for the first quarter of 2011 compared to $25.4 million for the first quarter of 2010. The increase in cash used in financing activities from 2010 to 2011 is primarily related to the $500 million repayment of the April 2011 Notes and the resumption of our share repurchase program in the second quarter of 2010. During the first quarter of 2011, we repurchased 7.1 million shares for $147.0 million.

Sources of Liquidity

We utilize cash generated from operations, short-term investments and our November 2014 Revolving Credit Facility to cover seasonal fluctuations in cash flows and to support our various growth initiatives. At April 30, 2011, we had approximately $2.15 billion in total cash and funds available through credit agreements, which consisted of $1.22 billion of available credit and $932.5 million of cash and cash equivalents.

A summary, as of April 30, 2011, of balances available under our credit agreements and debt outstanding is presented below (amounts in thousands):

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	April 30, 2011
	Available Credit		Debt Outstanding
October 2012 Notes	$	—	$	325,000
January 2014 Notes	—		1,500,000
November 2014 Revolving Credit Facility	1,000,000		—
Lines of credit	222,201		235,844
Other notes and capital leases	—		16,386
Total	$	1,222,201	$	2,077,230

At April 30, 2011, there had not been a material net change to the information regarding the maturity of contractual obligations disclosed in the subsection entitled “Sources of Liquidity” of the Management’s Discussion and Analysis of Financial Condition and Results of Operations on page B-11 of our 2010 Annual Report on Form 10-K. The April 2011 Notes were paid off in full on the maturity date, April 1, 2011.

We expect that our cash generated from operations, together with our current cash, funds available under our existing credit agreements and other alternative sources of financing, will be sufficient to fund our planned capital expenditures and other operating cash needs for at least the next twelve months.

Uses of Capital

As a result of our financial position, in addition to investing in our existing businesses and pursuing strategic acquisitions, we also expect to continue to return capital to our shareholders through a cash dividend program and our share repurchase program. Depending on our credit metrics and our liquidity position, from time to time, we may repurchase our public notes through repurchase programs.

We currently plan to spend approximately $340 million on capital expenditures during the last three quarters of 2011. The total 2011 capital expenditure projection represents a decrease of 2% from our 2010 capital expenditures and reflects planned investments in growth initiatives, systems and distribution networks in North America and Europe, as well as store remodels and new stores. We expect to open approximately 30 new stores in North America, Europe and Asia during the last three quarters of 2011.

While we have primarily grown organically, we may use capital to engage in strategic acquisitions or joint ventures in markets where we currently have a presence and in new geographic markets that could become significant to our business in future years. We do not expect to rely on acquisitions to achieve our targeted growth plans. We consider many types of acquisitions for their strategic and other benefits. In the past, excluding the Corporate Express acquisition, we have focused on smaller acquisitions designed to align with our existing businesses to drive long-term growth. We expect to continue this strategy and target such acquisitions when opportunities are presented and fit within our financial structure.

We paid a first quarter 2011 cash dividend of $0.10 per share on April 14, 2011 to stockholders of record on March 25, 2011. We expect the total value of quarterly cash dividend payments for fiscal 2011 to be $0.40 per share. While it is our intention to continue to pay quarterly cash dividends for the remainder of 2011 and beyond, any decision to pay future cash dividends will be made by our Board of Directors and will depend upon our earnings, financial condition and other factors.

Inflation and Seasonality

While neither inflation nor deflation has had, nor do we expect them to have, a material impact upon our operating results, there can be no assurance that our business will not be affected by inflation or deflation in the future. We believe that our business is somewhat seasonal, with sales and profitability historically higher during the second half of our fiscal year due to the back to school, holiday and January back to business seasons.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

At April 30, 2011, there had not been a material change in the interest rate risk information and foreign exchange risk information disclosed in the “Quantitative and Qualitative Disclosures about Market Risks” subsection of the Management’s Discussion and Analysis of Financial Condition and Results of Operations on page B-15 of our 2010 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, evaluated, as of April 30, 2011, the effectiveness of the Company’s disclosure controls and procedures, which were designed to be effective at the reasonable assurance level. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures as of April 30, 2011, 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.

Changes in Internal Control over Financial Reporting

No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended April 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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STAPLES, INC. AND SUBSIDIARIES

PART II — OTHER INFORMATION

Item 1A. Risk Factors

Global economic conditions could adversely affect our business and financial performance.

Our operating results and performance depend significantly on worldwide economic conditions and their impact on business and consumer spending. Increases in the levels of unemployment, energy and commodities costs, healthcare costs, higher interest rates and taxes, a return to tighter credit markets, lower consumer confidence and other factors could result in a decline in business and consumer spending. Although there has been some improvement in some of these measures, the level of business and consumer spending across the globe is not where it was prior to the global recession. Our business and financial performance may continue to be adversely affected by current and future economic conditions if there is a renewed decline in business and consumer spending or such spending remains stagnant.

Our market is highly competitive and we may not be able to continue to compete successfully.

The office products market is highly competitive. We compete with a variety of local, regional, national and international retailers, dealers and distributors for customers, associates, locations, products, services, and other important aspects of our business. In most of our geographic markets, we compete with other high-volume office supply providers such as Office Depot, OfficeMax and Lyreco, as well as mass merchants such as Wal-Mart, Target and Tesco, warehouse clubs such as Costco, computer and electronics superstores such as Best Buy, specialty technology stores such as Apple, copy and print businesses such as FedEx Office, online retailers such as Amazon.com, and other discount retailers. Our retail stores and delivery operations also compete with numerous mail order firms, contract stationer businesses, electronic commerce distributors, regional and local dealers and direct manufacturers.

We strive to differentiate ourselves from our competitors in part by executing our brand promise: we bring easy to your office. This involves providing our customers with solutions through a broad selection of products and services at competitive prices that meet customers’ changing needs and purchasing habits. For example, technology has changed how people work and conduct business which impacts the types of office supplies being purchased. We offer, among other things, convenient store locations, helpful associates, and reliable and fast order delivery. Many of our competitors have increased their presence in our markets in recent years by expanding their assortment of office products and services, opening new stores near our existing stores, and offering direct delivery of office products. Some of our current and potential competitors are larger than we are or may have more experience in selling certain products or delivering services and may have substantially greater financial resources. If we fail to execute on our brand promise, offer the appropriate product mix at competitive prices or are otherwise unable to differentiate ourselves from our competitors, we may be unable to attract and retain customers.

Our growth may strain our operations.

Our business has grown dramatically over the years, and we expect our business to continue to grow organically and through strategic acquisitions. Sales of our products and services, the types of our customers, the nature of our contracts, the mix of our businesses, the number of countries in which we conduct business, the number of stores that we operate and the number of our associates have grown and changed, and we expect they will continue to grow and change over the long-term. This growth places significant demands on management and operational systems. If we cannot effectively manage our growth, it is likely to result in operational inefficiencies and ineffective management of our business. In addition, as we grow, our business is subject to a wider array of complex state, federal and international regulations, and may be increasingly the target of private actions alleging violations of such regulations. This increases the cost of doing business and the risk that our business practices could unknowingly result in liabilities that may adversely affect our business and financial performance. To the extent we grow through strategic acquisitions, our success will depend on selecting the appropriate targets, integrating such acquisitions quickly and effectively and realizing any expected synergies and cost savings related to such acquisitions.

We may be unable to continue to enter new markets successfully.

An important part of our business plan is to increase our presence in new markets, which could include adding delivery operations or stores in new geographic markets or selling new products and services. For example, we plan to open approximately 35 new stores in 2011. For our strategy to be successful, we must identify favorable store sites, negotiate leases on acceptable terms, hire and train qualified associates and adapt management and operational systems to meet the needs of our expanded operations. These

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tasks may be difficult to accomplish, especially as we allocate time and resources to managing the profitability of our large existing portfolio of stores and renewing our existing store leases with acceptable terms. In addition, local zoning and other land use regulations may prevent or delay the opening of new stores in some markets. If we are unable to open new stores as efficiently as we planned, our future sales and profits may be adversely affected.

Our expansion strategy also includes providing new products and service offerings. We may have limited experience in these newer markets such as technology services and such offerings may present new and difficult challenges. In addition, customers may not be familiar with our brand, we may not carry the correct assortment of products, we may not be able to meet customer preferences at competitive prices or our competitors may have a larger, more established market presence. Even if we succeed in entering new markets, our sales or profit levels in newer activities may not be successful enough to recoup our investments in them and may reduce our overall profitability.

Our expanding international operations expose us to risks inherent in foreign operations.

We currently operate in 25 countries outside the United States and plan to continue to grow internationally. Operating in multiple countries requires that we comply with multiple foreign laws and regulations that may differ substantially from country to country and may conflict with corresponding U.S. laws and regulations. Cultural differences abroad and local practices of conducting business may conflict with our own business practices and ethics standards. Ensuring compliance with foreign and U.S. laws and our own policies may require that we implement new operational systems and financial controls, conduct audits or internal investigations, train our associates and third parties on our existing compliance methods, and take other actions, all of which may be expensive, divert management’s time and impact our operations. There are also different employee/employer relationships and in some cases the existence of workers’ councils that may delay or impact the implementation of some of these operational systems. In addition, differences in business practices in our international markets may cause customers to be less receptive to our business model than we expect.

Risks inherent in international operations also include, among others, the costs and difficulties of managing international operations, adverse tax consequences, and greater difficulty in enforcing intellectual property rights. Other factors that may also have an adverse impact on our international operations include limitations on the repatriation and investment of funds and foreign currency exchange restrictions, complex import and export schemes, increased local competition, unfavorable foreign trade policies, unstable political or economic conditions, and geopolitical events, including war and terrorism.

Our effective tax rate may fluctuate.

We are a multi-national, multi-channel provider of office products and services. As a result, our effective tax rate is derived from a combination of applicable tax rates in the various countries, states and other jurisdictions in which we operate. Our effective tax rate may be lower or higher than our tax rates have been in the past due to numerous factors, including the sources of our income, any agreements we may have with taxing authorities in various jurisdictions, changes in the laws and the tax filing positions we take in various jurisdictions. We base our estimate of an effective tax rate at any given point in time upon a calculated mix of the tax rates applicable to our company and to estimates of the amount of business likely to be done in any given jurisdiction. The loss of one or more agreements with taxing jurisdictions, a change in the mix of our business from year to year and from country to country, changes in rules related to accounting for income taxes, adverse outcomes from tax audits that we may be subject to in any of the jurisdictions in which we operate, or changes in tax laws in any of the multiple jurisdictions in which we operate could result in an unfavorable change in our effective tax rate which could have an adverse effect on our business and results of our operations.

Fluctuations in foreign exchange rates could lead to lower earnings.

As we have expanded our international operations, our exposure to exchange rate fluctuations has increased. Sales from our delivery operations and stores outside the U.S. are denominated in the currency of the country in which these operations or stores are located and changes in foreign exchange rates affect the translation of the sales and earnings of these businesses into U.S. dollars for financial reporting purposes. Additionally, merchandising agreements may also be denominated in the currency of the country where the vendor resides. Although we attempt to mitigate such risks, we may not be entirely successful in our strategy.

We may be unable to attract and retain qualified associates.

Our customers value courteous and knowledgeable associates, and an important part of our “Easy” brand strategy is a positive customer service experience. Accordingly, our performance depends on attracting and retaining a large number of qualified associates. We face intense competition for qualified associates. We face even tighter labor markets as we expand into emerging markets such as India and China. Many of our associates are in entry-level or part-time positions with historically high rates of turnover. Our ability to meet our labor needs while controlling our labor costs is subject to numerous external factors, including the

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availability of a sufficient number of qualified persons in the workforce, unemployment levels, prevailing wage rates, changing demographics, health and other insurance costs and the cost of compliance with local labor laws and regulations. If we are unable to attract and retain a sufficient number of qualified associates, our business and financial performance may be adversely affected.

Our quarterly operating results are subject to significant fluctuation.

Our operating results have fluctuated from quarter to quarter in the past, and we expect that they will continue to do so in the future. Historically, sales and profitability are generally stronger in the second half of our fiscal year than the first half of our fiscal year due in part to back-to-school, holiday and back-to-business seasons. Factors that could also cause these quarterly fluctuations include: the mix of products sold; pricing actions of competitors; the level of advertising and promotional expenses; the outcome of legal proceedings; severe weather; and the other risk factors described in this section. Most of our operating expenses, such as occupancy costs and associate salaries, do not vary directly with the amount of sales and are difficult to adjust in the short term. As a result, if sales in a particular quarter are below expectations, we may not proportionately reduce operating expenses for that quarter, and therefore such a sales shortfall would have a disproportionate effect on our net income for the quarter.

If we are unable to manage our debt, it could materially harm our business and financial condition and restrict our operating flexibility.

We have long-term debt and debt service requirements, with $1.5 billion 9.75% notes due in January 2014 and $325 million 7.375% notes due in October 2012. Our consolidated outstanding debt as of April 30, 2011 was $2.1 billion. If we are unable to satisfy our debt service requirements, we may default under one or more of our credit facilities or the indentures governing our notes. If we default or breach our obligations, we could be required to pay a higher rate of interest or lenders could require us to accelerate our repayment obligations, and such a default could materially harm our business and financial condition. Our level of indebtedness may also place us at a competitive disadvantage against less leveraged competitors.

Our business may be adversely affected by the actions of and risks associated with our third-party vendors.

The products we sell are sourced from a wide variety of third-party vendors. We derive benefits from vendor allowances and promotional incentives which may not be offered in the future. We also cannot control the supply, design, function or cost of many of the products that we offer for sale and are dependent on the availability and pricing of key products, including paper, ink, toner, technology and printing equipment. Some of the products we offer are supplied to us on an exclusive basis and may be difficult to replace in a timely manner. Disruptions in the availability of raw materials used in the production of these products may also adversely affect our sales and result in customer dissatisfaction.

Global sourcing of many of the products we sell is an important factor in our financial performance. Our ability to find qualified vendors and access products in a timely and efficient manner is a significant challenge, especially with respect to goods sourced outside the United States. Political instability, the financial instability of suppliers, trade restrictions, tariffs, foreign currency exchange rates, transport capacity and costs, inflation and other factors relating to foreign trade are beyond our control. In addition, merchandise quality issues could cause us to initiate voluntary or mandatory recalls for our proprietary branded products or other products we sell which may then damage our reputation. These and other issues affecting our vendors could adversely affect our business, financial performance and reputation.

Our expanded offering of proprietary branded products may not improve our financial performance and may expose us to intellectual property and product liability claims.

Our product offering includes Staples, Quill and other proprietary branded products, which represented approximately 24% of our sales in fiscal 2010. Our proprietary branded products compete with other manufacturers’ branded items that we offer. An increase in our proprietary branded product offerings also exposes us to risk that third parties will assert infringement claims against us with respect to such products. The more proprietary brand product offerings we sell, the more this risk increases. In addition, if any of our customers are harmed by our proprietary branded products, they may bring product liability and other claims against us or we may have to issue voluntary or mandatory recalls. Any of these circumstances could damage our reputation and have an adverse effect on our business and financial performance.

Technological problems may impact our operations.

We rely heavily on technology to sell and deliver our office products. Our ability to attract and retain customers, compete and operate effectively depends in part on a reliable and easy to use technology infrastructure. Any disruption to the Internet or our technology infrastructure, including those affecting our Web sites and computer systems, may cause a decline in our customer satisfaction, impact our sales volumes or result in increased costs. Although we continue to invest in our technology, if we are unable

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to continually add software and hardware, effectively manage and upgrade our systems and network infrastructure, and develop effective system availability, disaster recovery plans and protection solutions, our business may be adversely affected.

Our information security may be compromised.

Through our sales and marketing activities, we collect and store certain personal information that our customers provide to purchase products or services, enroll in promotional programs, register on our web site, or otherwise communicate and interact with us. We also gather and retain information about our associates in the normal course of business. We may share information about such persons with vendors that assist with certain aspects of our business. Despite instituted safeguards for the protection of such information, we cannot be certain that all of our systems are entirely free from vulnerability to attack. Computer hackers may attempt to penetrate our or our vendors’ network security and, if successful, misappropriate confidential customer or business information. In addition, a Staples associate, contractor or other third party with whom we do business may attempt to circumvent our security measures in order to obtain such information or inadvertently cause a breach involving such information. Loss of customer or business information could disrupt our operations, damage our reputation, and expose us to claims from customers, financial institutions, regulators, payment card associations, employees and other persons, any of which could have an adverse effect on our business, financial condition and results of operations. In addition, compliance with tougher privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes.

Various legal proceedings, third party claims, investigations or audits may adversely affect our business and financial performance.

We are involved in various private legal proceedings, which include consumer, employment, intellectual property, tort and other litigation. As our workforce expands, we are subject to potentially increasing challenges by private litigants regarding compliance with local, state and national labor regulations, whether meritorious or not. In addition, companies have increasingly been subject to employment related class action litigation, and we have experienced an increase in “wage and hour” class action lawsuits. We expect that these trends will continue to affect us.

As our operations grow, we are subject to claims that the technology we use or the products we sell infringe intellectual property rights of third parties. Such claims, whether meritorious or not, involve significant managerial resources and can become costly. Generally, we have indemnification protections in our agreements which our vendors or licensors have historically honored; however, there are no assurances that such vendors or licensors will continue to do so in the future.

In addition, we may be subject to investigations or audits by governmental authorities and regulatory agencies, which can occur in the ordinary course of business or which can result from increased scrutiny from a particular agency towards an industry, country or practice. The resolution of these legal proceedings, third party claims, investigations or audits could require us to pay substantial amounts of money or take actions that adversely affect our operations. In addition, defending against these claims may involve significant time and expense. Given the large size of our operations and workforce, the visibility of our brand and our position as an industry leader, we may regularly be involved in legal proceedings, third party claims, investigations or audits that could adversely affect our business and financial performance.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about our purchases of our common stock during the first quarter of fiscal 2011:

Fiscal Period	Total Number of Shares Purchased(1)	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
January 30, 2011 – February 26, 2011	1,795,074	$	21.87	1,795,000	$	601,136,000
February 27, 2011 – March 26, 2011	3,164,211	20.04		3,092,162	539,179,000
March 27, 2011 – April 30, 2011	2,237,600	20.47		2,237,600	493,382,000
Total for first quarter of 2011	7,196,885	$	20.63	7,124,762	$	493,382,000

(1) Includes a total of 72,123 shares of our common stock withheld during the first quarter of our 2011 fiscal year to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards granted pursuant to our equity incentive plans.

(2) Average price paid per share includes commissions paid in connection with our publicly announced share repurchase programs and is rounded to the nearest two decimal places.

(3) On June 7, 2010, we announced that we were resuming the repurchase program approved by the Board of Directors in June 2007. Under the repurchase program, the Board of Directors authorized the repurchase of up to $1.5 billion of common stock. The program has no expiration date and may be suspended or discontinued at any time.

Item 6. Exhibits

The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is incorporated herein by reference, are filed or furnished as part of this Quarterly Report on Form 10-Q.

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SIGNATURES

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

		STAPLES, INC.


Date: May 17, 2011	By:	/s/ JOHN J. MAHONEY
		John J. Mahoney
		Vice Chairman and
		Chief Financial Officer
		(Principal Financial Officer)

	By:	/s/ CHRISTINE T. KOMOLA
		Christine T. Komola
		Senior Vice President, Corporate Controller
		(Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.		Description
10.1+		Non-Management Director Compensation Summary
10.2+		Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Amended and Restated 2004 Stock Incentive Plan
10.3+		Form of Non-Employee Director Restricted Stock Award Agreement under the Amended and Restated 2004 Stock Incentive Plan
31.1+		Principal Executive Officer – Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+		Principal Financial Officer – Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1++		Principal Executive Officer – Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2++		Principal Financial Officer – Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS++		XBRL Instance Document.
101.SCH++		XBRL Taxonomy Extension Schema Document.
101.CAL++		XBRL Taxonomy Calculation Linkbase Document.
101.DEF++		XBRL Taxonomy Definition Linkbase Document.
101.LAB++		XBRL Taxonomy Label Linkbase Document.
101.PRE++		XBRL Taxonomy Presentation Linkbase Document.

+ Filed herewith.

++ Furnished herewith.

Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements tagged as blocks of text.

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended (“Securities Act”) and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of those sections.